Dr. David Eifrig
About Dr. David Eifrig
Dr. David Eifrig is MarketWise’s Chief Executive Officer (permanent appointment May 23, 2025) and a director since May 2023; he joined the company in 2008 and is one of its most prolific editors . He is 66 and holds a BA (Carleton College), an MBA (Kellogg, Finance & International Business), and an MD (UNC Chapel Hill), and previously spent a decade on Wall Street at Goldman Sachs, Chase Manhattan, and Yamaichi . For 2025 onward, his annual bonus is explicitly tied to profitability: 5% of company Net Income above $20 million, with discretion to settle amounts above $1 million in multi‑year vesting RSUs—aligning pay with earnings generation . Governance guardrails include separated Chair/CEO roles (Chair: Matthew Turner), a lead independent director (Glenn Tongue), and a majority‑independent board, which mitigates dual‑role concerns as he serves simultaneously as CEO and director .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| MarketWise, Inc. | Chief Executive Officer (permanent) | May 2025–present | Elevated from interim; compensation tied to Net Income above $20M to focus on profitability; eligible for CoC-only severance; preserves alignment via potential equity settlement of large bonuses . |
| MarketWise, Inc. | Interim Chief Executive Officer | Aug 2024–May 2025 | Led as interim CEO; 2024 pay included salary and RSUs while terms were being negotiated . |
| MarketWise, Inc. | Senior Editor | 2008–present | Among the firm’s most prolific editors; deep product credibility with subscriber base . |
| Goldman Sachs; Chase Manhattan; Yamaichi | Finance roles | ~10 years pre‑2008 | Institutional markets and finance experience underpin capital allocation and risk decisions . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Goldman Sachs | Financial roles | Not disclosed | Capital markets and operating rigor experience carried into CEO role . |
| Chase Manhattan | Financial roles | Not disclosed | Broadened banking/credit perspective . |
| Yamaichi | Financial roles | Not disclosed | International finance exposure . |
Fixed Compensation
| Component | 2023 | 2024 | 2025 (CEO letter) |
|---|---|---|---|
| Base salary ($) | Not disclosed | 750,000 | 850,000 (effective with permanent CEO appointment) |
| Stated annual base rate ($) | Not disclosed | 1,000,000 (immediately before and after interim CEO appointment) | 850,000 (per Letter Agreement) |
Notes:
- Company effected a 1‑for‑20 reverse split on April 2, 2025; equity counts in 2025 proxy are post‑split adjusted .
Performance Compensation
- Annual cash/RSU bonus (2025+): 5% of Net Income above $20M; Committee may award long‑term incentives that vest over multiple years (e.g., RSUs with a 4‑year schedule) in lieu of cash to the extent the annual bonus exceeds $1M; bonus structure reviewed annually .
| Metric | Weighting | Target/Threshold | Actual | Payout Formula | Vesting |
|---|---|---|---|---|---|
| Net Income above $20M (FY 2025 onward) | Not specified (single metric) | Threshold: Net Income > $20M | Not disclosed | 5% of Net Income above $20M | If bonus >$1M, Committee may settle excess via multi‑year vesting RSUs (e.g., 4‑year) |
Equity awards granted:
- 32,894 RSUs granted July 1, 2024; vest in four equal annual installments on each anniversary of July 1, 2024, subject to continued service .
- 2024 stock awards grant‑date fair value: $750,000 (ASC 718) .
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Class A shares beneficially owned | 1,250 |
| Class B shares beneficially owned | 324,071 |
| Combined voting power | 2.0% |
| Unvested RSUs outstanding (12/31/2024) | 32,894; $373,676 value at $11.36 close |
- Vesting schedule: 32,894 RSUs vest in equal annual installments over four years from July 1, 2024, creating potential periodic selling pressure around anniversary dates, subject to trading windows and 10b5‑1 plans .
- Anti‑hedging: directors/officers are prohibited from hedging/monetization transactions (e.g., collars, forwards) involving MarketWise equity securities, supporting alignment .
- Pledging, executive stock ownership guidelines: not disclosed in the 2025 proxy for executives; director program and equity plan parameters are disclosed, including annual director RSU grants .
- Footnote indicates Dr. Eifrig maintains voting and investment discretion over securities held by Charleston Ivy, LLC (ownership structure reference) .
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Permanent CEO as of May 23, 2025 |
| Base salary | $850,000 (with guaranteed minimum $1.275M base payments if terminated without cause before 18‑month anniversary) |
| Annual bonus | 5% of Net Income above $20M; Committee may deliver long‑term equity in lieu of cash above $1M; discretionary bonus permitted if Net Income ≤$20M |
| Severance (general) | Executive Severance Plan (adopted Dec 16, 2022) provides cash multiple, prorated target bonus, healthcare, and continued vesting (time‑based) for qualifying terminations outside CoC period (participants other than CEO); 18‑month non‑compete/non‑solicit |
| Severance (CEO) | CEO is eligible only (i) on death/disability or (ii) if terminated without cause/for good reason during the Change‑in‑Control Protection Period: 2x base, 2x target cash bonus, 18 months healthcare, and accelerated vesting of time‑based equity; requires release and adherence to 18‑month non‑compete/non‑solicit and perpetual confidentiality |
| Clawback | All awards are subject to any company clawback policy then in effect |
Board Governance
- Board service history: Director since May 2023; Interim CEO since Aug 10, 2024; appointed permanent CEO May 23, 2025 .
- Board structure: Staggered board (three classes); seven members .
- Independence: Majority independent (Simmons, Smith, Tongue, Turner); CEO/employee directors are non‑independent .
- Leadership: Chair is Matthew Turner (non‑employee); CEO is Dr. Eifrig; lead independent director is Glenn Tongue; independent director executive sessions held regularly—mitigates dual‑role risks .
- Committees (independent members):
- Audit: Chair Glenn Tongue; members Simmons, Turner; Tongue is “audit committee financial expert” .
- Compensation: Chair Van Simmons; members Matthew Smith, Glenn Tongue .
- Nominating & Governance: Chair Matthew Turner; members Simmons, Tongue .
- Attendance: Eight board meetings in 2024; each director attended at least 75% of applicable board/committee meetings; policy expects attendance and shareholder engagement .
Director Compensation (for context)
- Non‑employee directors receive: $60,000 annual retainer; additional fees for Chair/Lead Director/committee roles; and annual RSU (~$125,000; $135,000 for Chair/Lead Director) vesting at next annual meeting or first anniversary .
- 2024 actual non‑employee director pay disclosed; employee directors typically are not included in non‑employee director fee tables (Dr. Eifrig is not listed in 2024 director fee table) .
Compensation Structure Analysis
- 2024 actual compensation: Salary $750,000; Stock Awards $750,000 (ASC 718); variable compensation $289,124 (editor role) .
- 2025 incentive design pivots to single, transparent profitability metric (Net Income >$20M), with equity settlement flexibility above $1M that creates multi‑year vesting and longer‑term retention hooks .
- Equity mix and dilution: Plan seeks +1,630,554 shares; approx. 1.86 million shares available post‑amendment if approved; board cites sufficiency through at least 2030; fair value per share on April 17, 2025 reference $13.31 (post‑split), implying potential grant capacity but also dilution sensitivity .
- No tax gross‑ups; standard benefits; 401(k) match up to 50% of first 6% with five‑year vest; company does not subsidize certain benefits for Dr. Eifrig .
Risk Indicators & Red Flags
- Hedging prohibited for insiders; reduces misalignment risk .
- Pledging policy not specified; no disclosures of pledging by Dr. Eifrig—monitor for future updates .
- Equity plan allows exchange programs and award modifications at administrator discretion (within limits), a flexibility to monitor in down markets (potential optics risk if underwater awards are reworked) .
- Related‑party/structural items: Up‑C structure with Class B/LLC units and TRA obligations to legacy owners could influence cash flows; Dr. Eifrig’s beneficial ownership includes discretion over securities via Charleston Ivy, LLC (governance/ownership concentration note) .
- Auditor change in 2025 (Deloitte dismissed; Grant Thornton appointed); no disagreements; prior material weaknesses in 2022 remediated in 2023—neutral to improving controls trajectory .
Multi‑Year Compensation Snapshot (actual)
| Year | Salary ($) | Stock Awards ($) | Non‑Equity/Bonus ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 750,000 | 750,000 | 289,124 (editor variable) | 1,789,124 |
Outstanding and Vesting Equity Detail
| Grant | Type | Unvested units | Vesting terms | Value at 12/31/2024 |
|---|---|---|---|---|
| 7/1/2024 | RSU | 32,894 | 25% per year on each anniversary of 7/1/2024, service‑based | $373,676 at $11.36 close |
Board Service, Committee Roles, and Dual‑Role Implications
- Board service history: Director since May 2023; elected as Class I nominee for 2025–2028 term; CEO since May 2025 .
- Committees: As CEO, not listed on standing committees; independent directors chair Audit (Tongue), Compensation (Simmons), Nominating (Turner) .
- Dual‑role implications: Separation of Chair (Turner) and CEO (Eifrig) with a designated Lead Independent Director (Tongue) and frequent executive sessions aligns with best practice to mitigate concentration of authority .
Employment & Severance Economics (Change‑in‑Control Focus)
| Trigger | Cash multiple | Bonus multiple | Healthcare | Equity | Post‑termination covenants |
|---|---|---|---|---|---|
| CoC + qualifying termination (CEO) | 2x base salary | 2x Target Cash Bonus | 18 months | Accelerated vesting of time‑based equity | 18‑month non‑compete/non‑solicit; perpetual confidentiality; release required |
| Death/Disability (CEO) | — | — | 18 months | Accelerated vesting of time‑based equity | — |
Investment Implications
- Pay‑for‑performance alignment: The 2025 bonus formula (5% of Net Income above $20M) directly links CEO upside to earnings expansion while preserving board flexibility to deliver equity above $1M with multi‑year vesting; this supports retention and reduces immediate cash outlay .
- Insider supply dynamics: 32,894 RSUs vest quarterly on annual anniversaries beginning July 1, 2025; while modest in size, vest tranches can create periodic selling pressure depending on trading plans; anti‑hedging reduces ability to synthetically monetize prior to vest .
- Governance quality: Majority‑independent board, independent committee leadership, separated Chair/CEO, lead independent director, and regular executive sessions reduce dual‑role risk and support oversight during strategy execution .
- Change‑in‑control protection: CEO severance is CoC‑focused (no regular‑course severance beyond death/disability), which limits entrenchment risk while still protecting against adverse outcomes in a sale scenario .
- Dilution watchlist: Proposed increase to equity plan share pool through 2030 coupled with reverse split implies capacity for future grants; monitor grant cadence vs. performance to avoid overhang growth .