Robert Pons
About Robert Pons
Independent director with 40+ years of operating experience across telecom and technology, including roles as CEO and senior executive in high‑growth and turnaround situations. Age 68; joined MRAI’s board in December 2023 and is classified as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spartan Advisors, Inc. | President & CEO | Jan 2017–present | Management consulting for telecom/technology; turnaround focus |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Various (aggregate) | Director (15 public company boards) | Various | Proxy cites service on 15 public company boards; specific issuers not enumerated |
Board Governance
- Independence: Determined independent by the board (Nasdaq Rule 5605) .
- Committees: Compensation Committee member; Compensation Committee chair is Colleen DiClaudio .
- Audit Committee: Not a member (Audit Committee members are Shiv, DiClaudio, Calabrese; Shiv chairs and is audit committee financial expert) .
- Tenure on MRAI board: Since December 2023 .
- Committee activity: Compensation Committee met 4 times in FY 2024; the year prior it met 6 times in FY 2023 .
- Legal/Integrity: No adverse “Certain Legal Proceedings” disclosures for directors over the past 10 years .
Fixed Compensation
| Component | Dec 7, 2023 | Jan 2024 | May 24, 2024 |
|---|---|---|---|
| Cash annual retainer (independent directors) | Terminated; shifted to equity grants | — | — |
| Standard RSU grant (independent director) | Program approved: 50,000 RSUs (committee chairs 60,000); 30% vest on grant, 35% at year 1, 35% at year 2 | 50,000 RSUs issued to Pons under 2021 Plan; vest 30/35/35 as above | Board approved additional 7,500 RSUs per year of service for each independent director |
- Director cash/meeting fees: The company eliminated cash director fees in favor of RSUs; no meeting fees disclosed .
Performance Compensation
| Metric | Structure | Disclosure |
|---|---|---|
| Director equity performance metrics | RSUs time‑based vesting (30/35/35); no performance metrics for director grants | No director‑level performance metrics disclosed for equity awards |
Other Directorships & Interlocks
- Service on 15 publicly traded company boards (aggregate); specific current interlocks not enumerated in the proxy .
Expertise & Qualifications
- Turnaround and operating experience: 40+ years; CEO and senior executive roles in high‑growth and turnaround contexts .
- Sector exposure: Telecom and technology companies .
Equity Ownership
| Metric | Mar 7, 2024 | Jul 1, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 40,867 (24,200 shares plus 50,000 RSUs of which 16,667 vested) | 116,700 shares |
| Beneficial ownership (%) | <1% | <1% |
- Director RSUs: 50,000 issued Jan 2024 to Pons under the 2021 Plan, with 16,667 vested by Mar 7, 2024 (30% tranche) .
- Options/warrants/pledges: No options or warrants disclosed for Pons; no pledging disclosed in the proxy .
Related‑Party Exposure and Conflicts
| Date | Transaction | Terms | Pons Involvement |
|---|---|---|---|
| Jan 16, 2024 | Insider private placement | Aggregate 1,322,100 shares at $0.9201 per share (Nasdaq closing bid) | Listed among participating insiders; individual allocation not specified |
| 2025 proxy summary | Insider private placement recap | Reiterates Jan 16, 2024 insider private placement | Confirms insider participation group includes a director (Pons) |
- Approval controls: Related‑party transactions are subject to Audit Committee review per charter; interested members abstain .
Governance Assessment
- Alignment positives: Independent status; member of Compensation Committee that can retain independent advisors and evaluates adviser independence; director pay is equity‑heavy (no cash retainer), increasing skin‑in‑the‑game via RSUs .
- Ownership alignment: Pons increased beneficial holdings from 40,867 to 116,700 shares between Mar 2024 and Jul 2025, supported by RSU vesting and service, which improves alignment but remains <1% of outstanding shares .
- Potential conflicts/RED FLAGS: Participation in an insider private placement can raise optics around preferential access, though pricing matched market closing bid; Audit Committee oversight of related‑party transactions provides a mitigating control .
- Board effectiveness signals: Compensation Committee activity (four meetings FY 2024) indicates engagement; lack of disclosed board meeting attendance metrics for individual directors limits assessment of attendance rigor .
- Broader governance environment: Very high CEO‑aligned ownership (Lamendola beneficially 36.1%) may concentrate influence; authorization of blank‑check preferred stock introduces potential anti‑takeover entrenchment risk, though board states it is not intended for anti‑takeover purposes .