Marc Carlson
About Marc Carlson
Marc Carlson, age 64, is an independent Class II director of Medalist Diversified REIT (MDRR). He was appointed to the Board on January 30, 2025; his current term expires at the 2025 annual meeting. Carlson is Managing Director of 3 Points Partners (since 2010) and has technology and real estate credentials from senior roles at DocuSign (2011–2018), CEO of Microposite, and early employee at Ariba; he also serves as a board member and senior advisor to the Krach Institute for Technology Diplomacy at Purdue (since 2023) . The Board determined Carlson is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DocuSign | VP Enterprise Sales; Chief Customer Officer | 2011–2018 | Scaled enterprise go-to-market; customer success leadership |
| Microposite | Chief Executive Officer | Not disclosed in proxy | Operated a clean technology materials business |
| Ariba (now SAP) | Early employee | Not disclosed in proxy | Early-stage commercial experience |
| U.S. Department of State | Senior Advisor to Under Secretary for Economy, Energy & Environment | 2019–2021 | Policy and technology diplomacy advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| 3 Points Partners | Managing Director | Since 2010 | CEO advisor/coach; board member to several technology companies |
| Krach Institute for Technology Diplomacy at Purdue | Board member; Senior Advisor | Since 2023 | Technology diplomacy expertise |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board concluded Carlson is independent under Nasdaq standards . |
| Board meetings (2024) | Board held five meetings; each incumbent director attended >75% of aggregate Board and committee meetings; all then-serving directors attended the 2024 annual meeting . |
| Committee structure | Standing Audit, Compensation, Nominating & Corporate Governance, and Acquisition committees; charters available on company website . |
| Committee assignments (as of proxy date) | Carlson serves on Compensation and Nominating; he is not listed on Audit or Acquisition . |
| Committee chairs | Audit: David Lunin (financial expert) ; Compensation: Neil P. Farmer ; Nominating: Emanuel D. Neuman ; Acquisition: Emanuel D. Neuman . |
| Committee activity (2024) | Audit met five times ; Compensation and Nominating did not conduct formal meetings and acted via unanimous written consents ; Acquisition did not meet . |
| Lead Independent Director | Neil P. Farmer is Lead Independent Director . |
| Controls & policies oversight | Audit administers Related Person Transaction Policy, Codes of Ethics, Whistleblower Policy . Compensation administers the Company’s Clawback Policy . |
Fixed Compensation
| Item | Value | Notes |
|---|---|---|
| Independent director compensation program (FY2024) | $15,000 cash retainer; $15,000 in shares of common stock per independent director | Directors reimbursed for reasonable out-of-pocket expenses; directors who are executives receive no additional director compensation . |
| Carlson’s reported FY2024/appointment-year detail | Not disclosed (joined Board in 2025; excluded from 2024 director compensation table) | — |
Performance Compensation
- Directors are eligible for awards under the 2018 Equity Incentive Plan (options, stock awards, SARs, performance units, incentive awards, other equity-based awards) .
- Change-in-control: Under the Equity Incentive Plan, outstanding equity awards (including LTIP units) automatically vest upon a change in control (fully exercisable or earned; restrictions lapse) .
| Performance Metric Tie-ins for Director Compensation | Disclosure |
|---|---|
| Equity grants conditioned on specific performance metrics (e.g., TSR, EBITDA) | Not disclosed for directors in the proxy . |
Other Directorships & Interlocks
- Public company directorships: None disclosed in the proxy for Carlson .
- Non-profit/academic: Board member and senior advisor at Krach Institute for Technology Diplomacy at Purdue .
- Interlocks/conflicts: No related-party transactions disclosed involving Carlson; Audit Committee oversees related-person transactions policy and approvals .
Expertise & Qualifications
- Technology commercialization and enterprise sales leadership (DocuSign; Ariba) .
- CEO/operator experience (Microposite) .
- Policy/technology diplomacy (State Department; Krach Institute) .
- Real estate investment experience with multi-state portfolio (industrial, medical, land) .
- Board views his technology and real estate experience as additive to MDRR .
Equity Ownership
| Holder | Security Class | Shares Owned | OP Units Owned | % of Shares Outstanding | % incl. OP Units | As-of |
|---|---|---|---|---|---|---|
| Marc Carlson | Common Stock | 101,039 | — | 7.5% | 7.3% | May 12, 2025 (1,352,409 shares outstanding) |
| Notes | — | — | — | Percentages per SEC beneficial ownership rules; OP units deemed outstanding only for holder’s computation | — | — |
- Pledging/hedging: No disclosure of pledged shares or hedging by Carlson in proxy sections reviewed .
- Ownership guidelines: No director stock ownership guidelines disclosure identified in the proxy’s sections index and compensation/governance disclosures .
Governance Assessment
-
Strengths
- Independence and relevant sector expertise (technology, real estate) support board effectiveness .
- Meaningful “skin in the game” with 7.5% ownership aligns incentives with shareholders, unusually high for an independent director at a micro-cap REIT .
- Participation on Compensation and Nominating committees situates Carlson in key governance levers (pay oversight, board composition) .
- Presence of formal governance policies (Clawback Policy; Related Person Transaction Policy) and quarterly Audit Committee cadence supports oversight .
-
Watch items / potential investor confidence signals
- Compensation and Nominating committees did not hold formal meetings in FY2024 and acted via unanimous written consents; while permissible, limited formal meetings may warrant monitoring for engagement depth as MDRR’s strategy evolves .
- No director-specific equity grant or compensation detail for Carlson disclosed yet (joined 2025), limiting immediate pay-for-performance analysis; expect future proxies to detail 2025 grants/fees .
- Related-party exposure appears primarily concentrated in CEO OP unit issuances and ownership limit waivers; no Carlson-specific related-party transactions were disclosed, but maintaining Audit Committee oversight rigor is critical given MDRR’s ownership concentration dynamics .
-
Red flags
- None specific to Carlson disclosed in the proxy (no legal proceedings, pledging, or related-party transactions enumerated for him) .