Glenn Tongue
About Glenn Tongue
Glenn H. Tongue (age 66) has served on MarketWise’s Board since May 2023; he is the current Lead Independent Director and chairs the Audit Committee. He holds an M.B.A. from The Wharton School and a B.S. in Electrical Engineering and Computer Science from Princeton University, and is designated an “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| T2 Partners Management | General Partner & Co‑Manager | Apr 2004 – Jul 2012 | Co‑managed three private investment partnerships (Tilson Growth Fund, Tilson Offshore Fund, T2 Qualified Fund), bringing deep investment oversight experience . |
| Tilson Growth Fund; Tilson Offshore Fund; T2 Qualified Fund | Co‑Manager | Overlaps above | Portfolio management responsibilities across strategies . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Deerhaven Capital Management / Deerhaven Fund | General Partner; Sole Portfolio Manager | Current | Active fund management; finance expertise leveraged for board service . |
Board Governance
- Board class and tenure: Tongue is a Class III director; current Class III directors include Tongue, F. Porter Stansberry, Matthew Smith, and Michael Palmer .
- Leadership: Serves as Lead Independent Director; responsibilities outlined in Corporate Governance Guidelines; independent director executive sessions are regularly held .
- Committee assignments: Audit (Chair), Compensation (Member), Nominating & Corporate Governance (Member) .
- Independence and expertise: Audit Committee members are independent per Rule 10A‑3 and Nasdaq; Tongue is identified as an “audit committee financial expert” with requisite financial sophistication .
- Committee activity (2024): Audit met 4x; Compensation met 7x; Nominating & Governance met 4x .
- Committee activity (2023): Audit met 6x; Compensation met 13x .
- Attendance: In 2024 there were 8 board meetings; each director attended at least 75% of board and committee meetings; seven directors attended the 2024 Annual Meeting .
- Related‑party oversight: Audit Committee charter assigns responsibility to review related‑person transactions; the proxy reiterates written policies and procedures for related‑person transactions .
Fixed Compensation
Program structure applicable to non‑employee directors (earned quarterly):
- Annual cash retainer: $60,000; Lead Independent Director add’l $15,000; Non‑Employee Chairman add’l $30,000; Audit Chair add’l $20,000; Compensation Chair add’l $15,000; Nominating Chair add’l $12,000; committee member fees: Audit $9,000, Compensation $6,000, Nominating $5,000 .
- Equity: Annual RSU grant date value $125,000 (or $135,000 for Lead Independent Director and Chairman); time‑based vesting on the earlier of the day preceding the next annual meeting or first anniversary of grant; prorated for mid‑year appointments .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 53,775 | 123,500 |
| Stock Awards ($, grant‑date fair value) | 140,000 | 134,980 |
| Total ($) | 193,775 | 258,480 |
Notes:
- 2023 program was amended Aug 2, 2023 to lift cash retainer to $60,000 and adjust chair/member fees and RSU values ($125k/$135k) .
- 2024 cash includes special committee compensation per proxy footnote .
Performance Compensation
- Equity award design: Annual RSUs are time‑based only; no explicit performance metrics (e.g., revenue, EBITDA, TSR) disclosed for director RSU vesting .
- Vesting schedule: RSUs vest fully on the earlier of the day before the next annual meeting or the first anniversary of grant .
| Performance Metric | FY 2023 | FY 2024 |
|---|---|---|
| Explicit performance conditions tied to director equity | None disclosed | None disclosed |
| RSU Vesting Terms | Time‑based; annual grant; full vest at next annual meeting/1‑yr | Time‑based; annual grant; full vest at next annual meeting/1‑yr |
Other Directorships & Interlocks
- Compensation Committee interlocks: None requiring disclosure in 2024; all members (including Tongue) were non‑employees and independent under Nasdaq rules .
- Other current public company directorships for Tongue: Not disclosed in proxy biographies (finance roles noted above) .
Expertise & Qualifications
- Recognized audit committee financial expert; financially sophisticated under Nasdaq rules .
- Advanced education in finance/engineering: MBA (Wharton), BS in EECS (Princeton) .
- Extensive buy‑side and fund management experience (Deerhaven; T2 Partners; multiple funds) .
Equity Ownership
| Metric | FY 2023 | FY 2024 | As of Proxy Filed Apr 30, 2025 |
|---|---|---|---|
| Class A Common Shares Beneficially Owned (#) | — | — | 13,992 (<1%) |
| Class B Common Shares Beneficially Owned (#) | — | — | — |
| Unvested RSUs Outstanding at Year‑End (#) | 62,500 | 5,113 | — |
Additional alignment considerations:
- Anti‑hedging policy prohibits hedging/monetization transactions involving Company equity for directors and entities they control .
- Pledging: No pledging by Tongue disclosed in proxies reviewed .
Governance Assessment
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Strengths:
- Lead Independent Director and Audit Chair roles signal strong independent oversight; Tongue is designated an audit committee financial expert .
- Independent across committees (Audit, Compensation, Nominating), with active meeting cadence in 2024 (Audit 4x; Compensation 7x; Nominating 4x) and satisfactory attendance .
- Director compensation mix balanced (2024: cash $123.5k vs equity $134.98k), with time‑based RSUs encouraging ongoing service without short‑term metric gaming .
-
Watch items and potential conflict exposure:
- Company has engaged in related‑party transactions (e.g., Buttonwood Publishing sale); Audit Committee (chaired by Tongue) is responsible for reviewing such transactions—heightened need for rigorous recusal and documentation to protect independence optics .
- No compensation committee interlocks requiring disclosure; Section 16 compliance issues noted for other holders in 2024 (not Tongue), reducing direct governance red flags for him .
-
Pay structure evolution:
- Program amendments increased cash retainer and adjusted equity grant values (2023/2024), raising overall director cash compensation; Tongue’s cash rose from $53,775 (2023) to $123,500 (2024), reflecting added responsibilities and special committee service .
Overall, Glenn Tongue’s independent leadership roles (Lead Independent Director; Audit Chair; financial expert) and committee engagement underpin board effectiveness and investor confidence, with oversight responsibilities particularly salient given related‑party transaction activity .