Michael Palmer
About Michael Palmer
Michael Palmer, 54, is a Class III director of MarketWise and a long-tenured operating executive who has served as Managing Director and Copywriter since 2008; he joined the board in July 2021. His background spans 25+ years in consumer publishing, including assistant editor, managing editor, copywriter, and head copywriter roles, and he is credited with training many of MarketWise’s top copywriters. Palmer holds a B.A. in English from James Madison University and an M.A. in Publication Design from the University of Baltimore .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MarketWise, Inc. | Managing Director & Copywriter | 2008–present | Leads copywriting teams; mentorship and training across businesses |
External Roles
| Organization | Role/Relationship | Type | Tenure | Notes |
|---|---|---|---|---|
| Sandlapper II, LLC | Owner | Private | Not disclosed | MarketWise leases office property from Sandlapper II; $43K paid in 2024 |
| Stansberry Asset Management LLC (SAM) | Indirect, passive owner | Private | Not disclosed | Company licenses brands to SAM and receives solicitation fees; ~$469K accrued in 2024 |
Board Governance
- Board class and term: Class III; current term expires at the 2027 Annual Meeting .
- Independence: Not listed among independent directors; MarketWise identifies only Van Simmons, Matthew Smith, Glenn Tongue, and Matthew Turner as independent, implying Palmer is a non-independent (inside) director .
- Lead Independent Director: Glenn Tongue .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
- Attendance: Eight board meetings in 2024; each director attended at least 75% of board and committee meetings during their service period .
| Committee | Member? |
|---|---|
| Audit Committee | No (members: Glenn Tongue [chair], Van Simmons, Matthew Turner) |
| Compensation Committee | No (members: Van Simmons [chair], Matthew Smith, Glenn Tongue) |
| Nominating & Corporate Governance Committee | No (members: Matthew Turner [chair], Van Simmons, Glenn Tongue) |
Fixed Compensation
| Component (Non-Employee Directors Program) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Paid quarterly |
| Lead Independent Director fee | +$15,000 | Paid quarterly |
| Non-Employee Chairman fee | +$30,000 | Paid quarterly |
| Audit Chair fee / member fee | +$20,000 / +$9,000 | Paid quarterly |
| Compensation Chair / member fee | +$15,000 / +$6,000 | Paid quarterly |
| Nominating Chair / member fee | +$12,000 / +$5,000 | Paid quarterly |
| Annual RSU grant (non-employee directors) | $125,000 grant-date value | Lead independent & chairman receive $135,000 |
| Michael Palmer status | N/A (employee director; not in non-employee director comp table) | No 2024 director fees or director RSU grants disclosed for Palmer |
Performance Compensation
| Feature | Detail |
|---|---|
| Director equity vesting | Annual RSUs for non-employee directors vest in full on the earlier of (i) date immediately preceding the next annual meeting or (ii) first anniversary of grant date |
| Performance metrics tied to director pay | None disclosed; director RSUs are time-based (not performance-based) |
| Clawback policy | All awards subject to Company claw-back policy per plan provisions |
| Change-in-control treatment | Plan permits acceleration/cash-out to prevent dilution or enlarge benefits; broad administrator discretion |
Other Directorships & Interlocks
| Company | Role | Public/Private | Committees |
|---|---|---|---|
| None disclosed | — | — | — |
- No other public company directorships are disclosed for Michael Palmer in the proxy biography .
Expertise & Qualifications
- Core domain: Consumer and financial publishing; copywriting leadership and training across MarketWise businesses .
- Education: B.A. English (James Madison University); M.A. Publication Design (University of Baltimore) .
Equity Ownership
Ownership as of April 17, 2025; post 1-for-20 reverse split presentation .
| Security | Number of Shares/Units | Ownership % | Notes |
|---|---|---|---|
| Class A Common Stock | 7,500 | <1% | Includes 7,500 Management Members Earnout Shares |
| Class B Common Stock | 1,296,284 | 9.5% | Class B carries voting only |
| Combined Voting Power | — | 8.0% | Combined A+B voting |
| Shares pledged | Not disclosed | — | Anti-hedging policy prohibits hedging by directors |
Related-Party Exposure and Potential Conflicts
| Transaction | Counterparty | Palmer’s Interest | 2024 Amount | Notes |
|---|---|---|---|---|
| Office lease | Sandlapper II, LLC | Owner | ~$43,000 | Company leases office property; related-party lease |
| Licensing & solicitation fees | Stansberry Asset Management LLC (SAM) | Indirect, passive owner | ~$469,000 (fees accrued) | Brand licensing and client solicitation to SAM |
- Governance process: Audit Committee is responsible for reviewing and approving/ratifying related-person transactions; written policy and procedures are in place .
Governance Assessment
- Independence and role: Palmer is a non-independent director given his operating role at MarketWise; he is not listed among independent directors, and he does not serve on the Audit, Compensation, or Nominating committees—limiting his direct influence on key oversight bodies .
- Attendance and engagement: The board met eight times in 2024; all directors met at least the 75% attendance threshold, and independent directors meet in regular executive sessions—supporting baseline engagement practices .
- Ownership alignment: Palmer holds 1,296,284 Class B shares and 7,500 Class A shares (including earnout shares), conferring ~8.0% combined voting power—significant “skin in the game” from a voting perspective, though Class B shares have no economic rights .
- Compensation alignment: As an employee director, he is not in the non-employee director pay program; no director RSU grants or fees for Palmer are disclosed for 2024, suggesting alignment is driven more by ownership than by director equity compensation .
- RED FLAGS: Related-party transactions involving entities where Palmer is an owner (Sandlapper II) or indirect passive owner (SAM) create potential conflict optics; while governed by policy and Audit Committee oversight, investors should monitor terms and recurrence of these arrangements .
- Additional context: MarketWise executed a 1-for-20 reverse split effective April 2, 2025 (share counts adjusted) and changed auditors in March 2025 with prior material weaknesses remediated by year-end 2023; while not Palmer-specific, these are governance-relevant developments to monitor .
- Section 16(a) compliance: The proxy notes two late filers unrelated to Palmer; no delinquent filings are noted for him, reducing administrative risk signals .