Susanne Meline
About Susanne Meline
Susanne L. Meline, age 58, has served as an independent director of MDB Capital Holdings (MDBH) since May 2, 2022. She is CEO of Encore Investment Management, LLC and Senior Vice President, Investments and General Counsel at Wildfire Defense Systems, Inc. (since April 2023). She co‑founded Francis Capital Management, LLC and worked there as a special situations analyst from 2003 to March 2023. She holds a J.D. from University of California, College of the Law, San Francisco and a B.A. in Political Science from UCLA. She maintains a Series 65 license and is an arbitrator for FINRA Dispute Resolution Services .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Francis Capital Management, LLC | Co‑founder; Special situations analyst | 2003–Mar 2023 | Investment research and special situations focus |
| Finomial Corporation | Director | 2017–2019 | Not disclosed |
| AquaMetals Corporation | Director | 2019–2020 | Not disclosed |
| ClearSign Technologies Corporation | Director | 2018–2023 | Not disclosed |
| Catheter Precision Corporation | Director | 2021–2024 | Not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Encore Investment Management, LLC | Chief Executive Officer | Apr 2023–Present | Investment leadership |
| Wildfire Defense Systems, Inc. | SVP, Investments & General Counsel | Apr 2023–Present | Legal and investment leadership |
| Wildfire Defense Systems, Inc. | Director | Mar 2024–Present | Board service |
| Bermuda-based captive insurance company | Director | 2022–Present | Board service |
| FINRA Dispute Resolution Services | Arbitrator | Not disclosed | Market/regulatory expertise |
Board Governance
- Independence: MDBH is a Nasdaq “controlled company” and exempts from a majority‑independent board and from having compensation and nominating committees; the Board determined Meline is an independent director under Nasdaq/SEC rules .
- Committee assignments: Audit Committee member; the committee is composed solely of independent directors. Current members: Daniel Torpey (Chair), Susanne Meline, and Sean Magennis .
- Financial expertise: MDBH’s 10‑K identifies Susanne Meline (and Daniel Torpey) as SEC “financial experts” .
- Lead Independent Director: Board appointed Daniel Torpey as Lead Independent Director on Feb 13, 2025 .
- Attendance: In FY2024, the Board held 4 meetings and the Audit Committee met 4 times; each incumbent director attended at least 75% of Board and committee meetings during served periods .
- Risk oversight: Audit Committee oversees major financial risk exposures and cybersecurity risk; reviews related‑party transactions .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Cash retainer/fees (USD) | $50,000 | $50,000 |
| Committee chair fees | Not applicable/disclosed | Not applicable/disclosed |
| Meeting fees | Not disclosed | Not disclosed |
| Director compensation plan | “No defined” director plan disclosed; Board may adopt cash/stock arrangements; independent directors reimbursed for reasonable expenses |
Performance Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Stock awards ($) | – | $136,200 | Grant terms (share count, vesting, grant date) not disclosed for directors |
| Option awards ($) | – | – | No option awards disclosed for Meline |
| Performance metrics tied to director pay | N/A | N/A | Proxy does not disclose performance metrics for director compensation |
| Clawback policy | Company clawback applies to executive incentive awards tied to financial measures; not stated for director equity |
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Potential Interlock/Conflict Relevance |
|---|---|---|---|
| AquaMetals Corporation | Not disclosed in proxy | Director (2019–2020) | No MDBH‑related transactions disclosed involving Meline |
| ClearSign Technologies Corporation | Not disclosed in proxy | Director (2018–2023) | No MDBH‑related transactions disclosed involving Meline |
| Catheter Precision Corporation | Not disclosed in proxy | Director (2021–2024) | No MDBH‑related transactions disclosed involving Meline |
| Bermuda‑based captive insurer | Not disclosed | Director (2022–Present) | Not disclosed |
| Wildfire Defense Systems, Inc. | Private (implied) | Director (Mar 2024–Present) | Not disclosed |
Related‑party exposure note: MDBH discloses related‑party transactions (e.g., services with MDB Capital S.A.; dealings with ENDRA and eXoZymes) tied to executives. No transactions are disclosed involving Meline; audit committee (on which she serves) reviews related‑party transactions .
Expertise & Qualifications
- SEC “financial expert” designation (per 10‑K) .
- Legal and investment credentials: J.D. (UC College of the Law, San Francisco), B.A. (UCLA); Series 65; FINRA arbitrator; special‑situations investing background .
Equity Ownership
| Holder | Class A Shares | Class A % | Class B Shares | Class B % | Combined Voting Power % |
|---|---|---|---|---|---|
| Susanne Meline | 44,500 | 0.9% | – | – | 0.1% |
Notes: Applicable percentages based on 4,950,632 Class A and 5,000,000 Class B outstanding as of Sep 30, 2025; Class B carries 5 votes per share .
Insider Trading & Plans
| Item | Disclosure |
|---|---|
| Section 16(a) compliance | Company believes all directors/officers complied during FY2024 |
| 10b5‑1 plans (last fiscal quarter) | No covered person adopted or terminated a 10b5‑1 plan; insider trading policy with blackout periods and pre‑clearance |
| Hedging/pledging | Insider trading policy described; proxy does not disclose a specific director anti‑pledging policy; Audit Committee reviews “hedging transactions” generally |
Say‑On‑Pay & Shareholder Feedback
| Proposal (2024 Annual Meeting, Dec 10, 2024) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation (FY2025) | 25,595,078 | 101,568 | 26,585 | 1,363,186 |
Director election support for Meline at the same meeting: For 25,695,603; Withheld 27,628 .
Governance Assessment
-
Strengths:
- Independent director with SEC “financial expert” status; serves on the Audit Committee, which is fully independent and actively oversees audit, internal controls, and related‑party reviews .
- Solid engagement baseline: audit committee met 4 times in FY2024 and again 4 times YTD FY2025; each director attended at least 75% of meetings .
- Strong shareholder support in 2024 director elections (very low withhold votes for Meline) .
-
Risks/Red Flags to monitor:
- Controlled company status: two insiders hold Class B shares with ~85% voting power; exemptions from majority‑independent board and from having compensation and nominating committees limit standard governance safeguards .
- Director compensation framework not formalized; company discloses “no defined compensation plan” for directors and limited detail on director equity grant terms (e.g., grant date, share count, vesting), reducing transparency on pay‑for‑performance alignment .
- Related‑party activity exists within the organization (services and affiliates tied to executives); while the Audit Committee reviews these, ongoing oversight remains critical; no related‑party transactions disclosed involving Meline .
Appendix: Board & Committee Snapshot (for context)
- Board nominees and ages include Susanne Meline (58) among seven directors .
- Lead Independent Director: Daniel Torpey (appointed Feb 13, 2025) .
- Audit firm ratification overseen by independent Audit Committee; RBSM LLP as auditor; Audit fees $250,000 (2024) and $150,000 (2023) .
Data Tables: Director Compensation (Detail)
| Name | Year | Fee (Cash) | Bonus | Shares ($) | Option Awards ($) | Non‑Equity Incentive | Nonqualified Deferred Comp | All Other | Total |
|---|---|---|---|---|---|---|---|---|---|
| Susanne Meline | 2023 | $50,000 | – | – | – | – | – | – | $50,000 |
| Susanne Meline | 2024 | $50,000 | – | $136,200 | – | – | – | – | $186,200 |