Brian Kinion
MRINAbout Brian Kinion
Brian Kinion, age 57 as of February 15, 2024, is an independent Class III director at Marin Software (MRIN) since 2017 and serves as Audit Committee Chair and audit committee financial expert. He holds a B.S. in accounting and an MBA from St. Mary’s College of California and is currently the CFO of MX Technologies, Inc. (private) since March 2021 . The Board has determined all non-employee directors, including Kinion, are independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MX Technologies, Inc. | Chief Financial Officer | Mar 2021 – Present | Senior finance leadership in fintech |
| Upwork | Chief Financial Officer; Special Advisor to CEO | Nov 2017 – Aug 2020; Aug–Oct 2020 | Led public company finance; advisor during transition |
| Marketo | Chief Financial Officer; VP/Group VP Finance | Mar 2016 – Apr 2017; Jun 2013 – Mar 2016 | Scaled SaaS finance org; subscription reporting |
| SuccessFactors; CoTherix; ClearSwift; DigitalThink | Various finance leadership roles | Jun 2002 – Jun 2013 | Growth, cash-constrained environments; SaaS expertise |
| KPMG LLP | Auditor | Early career | Accounting and controls foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MX Technologies, Inc. | Chief Financial Officer | Mar 2021 – Present | Private company; no disclosed MRIN interlock |
Board Governance
- Independence and committee leadership: Independent director; Audit Committee Chair and audit committee financial expert; Audit members are independent and financially literate .
- Other committees and leadership structure: Not listed on Compensation or Nominating & Governance; Lead Independent Director is L. Gordon Crovitz; CEO is Board Chair .
- Attendance and engagement: In 2023 the Board met 14 times; Audit 5; Compensation 4; Nominating 1; no director attended fewer than 75% of meetings of the Board and committees on which they served .
- Dissolution impact: In 2025, the Board intends to appoint a representative of Armanino LLP as sole director following stockholder approval; all other directors (including Kinion) will resign during wind-down .
Fixed Compensation (Director)
| Component | Policy Amount | Brian Kinion 2023 Cash ($) |
|---|---|---|
| Annual Board retainer | $35,000 | — policy reference |
| Lead Independent Director | $17,500 | — (not applicable) |
| Audit Committee member | $5,000 | — policy reference |
| Audit Committee chair | $10,000 | — policy reference |
| Compensation Committee member/chair | $2,500 / $5,000 | — (not applicable) |
| Nominating & Governance member/chair | $1,750 / $2,500 | — (not applicable) |
| Total cash received (2023) | — | $45,000 |
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Shares/Options | Grant Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| RSU (continuing non-employee director annual grant) | Feb 9, 2023 | 54,032 | 67,000 | Vest in full on next annual meeting date (Apr 5, 2024) |
| RSU (new director prior grant) | Nov 8, 2021 | 20,361 total; 6,787 shown outstanding at 12/31/23 | — | 1/3 on each annual meeting in 2022, 2023, 2024 |
| Stock options (historical director grants) | 5/13/2019; 4/12/2018; 8/15/2017 | 16,900; 8,572; 7,444 | — | Fully vested per plan; 10-year term |
MRIN director equity awards are time-based; no disclosed performance metrics (e.g., revenue, EBITDA, TSR) tied to director compensation .
Other Directorships & Interlocks
- No other public company board roles disclosed for Kinion; external role is CFO at MX Technologies (private) .
- Related-party transactions: MRIN reports no related-party transactions >$120,000 since Jan 1, 2023; audit committee oversees any such items under policy .
Expertise & Qualifications
- Financial leadership across SaaS and growth companies; deep subscription model reporting/planning experience .
- Audit committee financial expert designation under Regulation S-K Item 407(d) .
- Formal accounting education and Big Four audit experience .
Equity Ownership
| Metric | Feb 15, 2024 | Apr 15, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 235,807 | 39,299 |
| % of shares outstanding | 1.3% (outstanding 18,064,869) | 1.2% (outstanding 3,188,518) |
| Components (as of period): options exercisable within 60 days | 32,916 | — (not broken out) |
| Components (as of period): RSUs vesting within 60 days | 54,032 | — (not broken out) |
| Estimated value of common stock position | — | $21,614 at $0.55/share |
| Shares pledged as collateral | Not disclosed | Not disclosed |
MRIN also disclosed aggregate director/executive holdings (301,383 shares; 47,156 options across insiders) and noted intent to appoint a single director post-dissolution .
Governance Assessment
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Strengths: Independent audit chair with “financial expert” status; independent Board majority; formal related-party transaction review; consistent meeting participation .
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Compensation alignment: Director cash is modest and equity grants are annual RSUs with short vesting horizon; no meeting fees; straightforward structure .
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Shareholder signals: Say-on-pay (executive) support improved to 86.7% in 2023 from 58.5% in 2022, though turnout is retail-heavy and lower than peers—Board reduced quorum to one-third .
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RED FLAGS:
- Corporate dissolution: Board recommends winding down; after approval, appointment of a sole director and resignation of others may reduce oversight continuity and investor confidence .
- Preferred Share voting mechanism concentrated with CEO for special meeting proposals (mechanistic approval if “for” exceeds “against/abstain”), potentially perceived as shareholder-unfriendly; not directly tied to Kinion but relevant to governance context .
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Unknowns: MRIN proxy does not specifically disclose anti-hedging/anti-pledging policies or director stock ownership guidelines; absence of disclosure limits assessment of hedging/pledging risks and ownership alignment expectations .
Notes on Policies and Processes
- Codes of Business Conduct and Ethics and Corporate Governance Guidelines exist; audit committee pre-approves audit/non-audit services and reviews controls and related-party matters .
Director Compensation Summary (Cash + Equity)
| Year | Cash Fees ($) | Equity Grant Fair Value ($) | Total ($) |
|---|---|---|---|
| 2023 | 45,000 | 67,000 | 112,000 |