Sean Magennis
About Sean Magennis
Independent director at MDB Capital Holdings (MDBH) since May 2, 2022, with a background scaling professional services and peer membership organizations (ex-Global President/COO of YPO). Disclosed age: 59 (2024 proxy). Core credentials include CEO coaching, growth strategy, exits, and leadership transformation. No education credentials were disclosed in the proxy biographies.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mutual Capital Alliance | Chairman | Jan 2023 – Jan 2024 | Governance/leadership experience for private capital platform |
| CEO Coaching International | Interim President | Nov 2021 – Nov 2023 | CEO advisory, growth and performance coaching |
| Capital 54 (family office) | CEO & Chairman | Jul 2020 – Nov 2021 | Investment leadership and exits |
| YPO (Young Presidents’ Organization) | Global President & COO | May 2013 – Aug 2020 | Scaled global peer CEO network; operations leadership |
| Gateway Green Energy Holdings, LLC | Member | 2009 – 2023 | Energy assets/power plant operations exposure |
| Meximae Financiera Corporation | President | Jan 2003 – Aug 2008 | Real estate development leadership (Mexico) |
| Thomas International Management Systems | President | 1991 – 2003 | Human capital/assessment systems leadership |
| Thomas International, A Caldwell Interest | President | 1992 – 1996 | Executive management |
| Entrepreneurs’ Organization (EO) | Global President, Board Member & Chapter Chairman | 1991 – 2007 | Global entrepreneurship leadership network |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TIGER 21 | Heads Global Member Development | Since Oct 2023 | Ultra-high-net-worth peer network role |
| Lumini Network | Founder | Since Nov 2021 | Peer community for executive assistants |
Board Governance
- Independence: MDBH determines that all directors other than the four named executives are independent; Magennis serves on an audit committee comprised solely of independent directors under Nasdaq/SEC rules. Controlled company exemptions apply (no requirement for majority independent board, no comp or nominating committee).
- Committee assignment: Audit Committee member. Chair rotated from Susanne Meline (2024) to Daniel Torpey (2025). Magennis is not designated as the committee’s “financial expert.”
- Attendance: Each incumbent director attended at least 75% of aggregate board and committee meetings for their service periods (FY2023 and FY2024 disclosures).
- Risk oversight: Board oversees risk; Audit Committee handles financial, compliance, and cybersecurity risk oversight.
Fixed Compensation
| Year | Cash Retainer | Bonus | Meeting/Committee Fees | Other Cash | Total Cash | Equity Granted (Grant-date FV) | Total |
|---|---|---|---|---|---|---|---|
| 2022 | $25,000 | – | – | – | $25,000 | – | $25,000 |
| 2023 | $50,000 | – | – | – | $50,000 | – | $50,000 |
| 2024 | $50,000 | – | – | – | $50,000 | $136,200 | $186,200 |
- Structure: Company states no defined director compensation plan; expects to reimburse independent directors’ reasonable expenses and may adopt cash/stock arrangements subject to Class A/Class B approvals.
Performance Compensation
| Instrument | Quantity | Vesting | Change-of-Control (CoC) | Notes |
|---|---|---|---|---|
| RSUs (Class A) | 80,000 (not included in ownership table) | “Vesting through April to June of 2027” (footnote) | RSUs provide for acceleration of vesting on CoC at the discretion of the Board/committee and may be adjusted under plan terms | Grant date and detailed cadence not disclosed for director award; plan overview permits time- and performance-based criteria |
- Equity plan: 2022 Equity Incentive Award Plan (evergreen) allows options/RSUs/deferred stock; awards up to base of 6,000,000 plus 25% of Class A outstanding; shareholder-approved.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in Magennis’s MDBH proxy biography. |
| Private/association leadership | See Past/External Roles; extensive leadership in global peer networks and private entities. |
| Committee roles at other companies | Not disclosed. – |
Expertise & Qualifications
- Scaling professional services firms and peer membership organizations; CEO advisory, exits, M&A/financing, go-to-market, and leadership transformation.
- Audit Committee member; committee “financial expert” designation is assigned to another director (Meline in 2024; Torpey in 2025).
Equity Ownership
| Security | Beneficially Owned | Percent of Class | Combined Voting Power % | Notes |
|---|---|---|---|---|
| Class A Common Shares | 20,000 | 0.4% | 0.1% | Address and methodology per proxy; votes combined with Class B at 5:1 weighting |
| RSUs (unvested) | 80,000 (not included above) | – | – | Vesting through Apr–Jun 2027; CoC acceleration provision |
- Section 16 compliance: Company states all directors/officers complied with Section 16 reporting in FY2024.
Governance Assessment
-
Positives
- Independent director with Audit Committee service; committee composed solely of independent directors under Nasdaq/SEC standards.
- Attendance meets minimum disclosure threshold (≥75% of board/committee meetings).
- Compensation mix shifted toward equity in 2024, strengthening alignment via RSUs.
-
Concerns and context
- Controlled company: majority voting control concentrated in two holders of Class B; company utilizes Nasdaq controlled-company exemptions (no requirement for majority independent board, no comp or nominating committee). This reduces typical shareholder governance safeguards.
- RSU acceleration on change-of-control at board discretion may misalign incentives if not double-trigger; details of triggers specific to directors not fully disclosed.
- Related party transactions exist with controlling executives/entities (e.g., MDB Capital S.A.), though no specific related-party transaction involving Magennis was disclosed. Audit Committee reviews RPTs.
-
Committee dynamics
- Audit Committee chair changed from Meline (2024) to Torpey (2025); continuity maintained with Magennis as member.
- Financial expert designation remains with another director, not Magennis.
-
RED FLAGS
- Controlled company governance exemptions reduce investor protections (no comp/nominating committees; not required to hold annual meetings).
- RSU awards allow vesting acceleration upon change-of-control at board discretion—potential misalignment if single-trigger.