Daina Middleton
MRINAbout Daina Middleton
Daina Middleton is an independent director of Marin Software (MRIN), serving since October 2014. She is 58 years old (as of February 15, 2024), holds a B.S. in Technical Journalism from Oregon State University, and has deep senior leadership experience across digital marketing, agency, and technology roles, including CEO positions and a senior marketing role at Twitter. The Board has determined she is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hewlett-Packard | Advertising and marketing roles of increasing responsibility | 16 years | Built foundational marketing expertise |
| Performics, Inc. | Chief Executive Officer | Jan 2010–May 2014 | Led performance marketing agency |
| Moxie Interactive | Senior Vice President | Prior to 2010 | Senior digital creative leadership |
| Twitter, Inc. | Head of Business Marketing | May 2014–Jan 2016 | Led business marketing strategy |
| Larcen Consulting Group (Gryphon Investors) | Leadership development and organization effectiveness coach | Dates not specified | Executive coaching focus |
| Ansira | Chief Executive Officer | Oct 2017–Apr 2019 | CEO of marketing technology/services company |
| Enact Agency | Consultant | Sep 2019–Dec 2020 | Strategic consultancy assignments |
| Britelite Immersive | Chief Executive Officer | Dec 2020–Nov 2021 | Experiential creative technology |
| PrismWork | Co-Founder; strategy, leadership and culture consultant | Dec 2019–present | Advises leading brands |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PrismWork | Co-Founder; Consultant | Dec 2019–present | Leadership and culture consultancy |
| Enact Agency | Consultant | Sep 2019–Dec 2020 | Strategic consultancy |
| Britelite Immersive | CEO | Dec 2020–Nov 2021 | Experiential creative technology company |
Board Governance
- Committee assignments: Member, Compensation Committee; Member, Nominating & Corporate Governance Committee. She previously served on the Audit Committee and resigned in Q1 2022.
- Committee chairs: Hutchison (Compensation), Crovitz (Nominating & Corporate Governance), Kinion (Audit); Middleton is not a chair.
- Independence: Board determined all directors other than the CEO are independent under Nasdaq rules (Middleton included).
- Attendance: In 2023, no director attended fewer than 75% of Board and committee meetings; Board held 14; Audit 5; Compensation 4; Nominating 1.
- Annual meeting attendance: Company policy encourages attendance; all directors, other than Ms. Middleton, were present at the 2023 annual meeting (minor engagement flag).
- Lead Independent Director: L. Gordon Crovitz presides over executive sessions of non-employee directors.
Fixed Compensation
| Component | Policy/Detail | 2023 Amount for Middleton ($) |
|---|---|---|
| Annual cash retainer (Director) | $35,000 per year, paid quarterly in arrears | $35,000 |
| Compensation Committee membership | $2,500 per year | $2,500 |
| Nominating & Corporate Governance Committee membership | $1,750 per year | $1,750 |
| Committee chair fees | Additional (not applicable to Middleton) | — |
| Meeting fees | None (no per-meeting fees) | — |
| Total cash fees (2023) | Sum of above | $39,250 |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting | Change-of-Control Treatment |
|---|---|---|---|---|---|
| RSU (continuing non-employee director) | Feb 9, 2023 | 54,032 | 67,000 | Vests in full on date of Annual Meeting | All shares under options/RSUs immediately vest upon change of control |
| Legacy stock options (director history) | Various (2014–2019) | 4,286; 6,886; 8,572; 8,572; 8,572; 16,900 | n/a | Fully vested (historic awards) | Options/RSUs expire 10 years from grant; change-of-control immediate vest applies |
Notes:
- Director equity grants are time-based, not tied to performance metrics; the plan provides single-trigger immediate vesting upon change of control for options/RSUs.
- Policy RSU value for continuing directors was $67,000; new directors $135,000 with 3-year vesting.
Other Directorships & Interlocks
- Other public company boards: None disclosed for Middleton.
- Compensation committee interlocks: None; no relationships requiring disclosure under Item 404 in 2023.
- Related party engagement: In 2022, following her resignation from the Audit Committee, Middleton provided strategic consulting services to Marin and received $40,618 in fees and expense reimbursement (below Item 404 threshold but disclosed).
- Related party transactions overall: None exceeding $120,000 since Jan 1, 2023.
Expertise & Qualifications
- Digital marketing expertise spanning agencies, platforms, and enterprise technology; CEO and SV roles; Head of Business Marketing at Twitter.
- General management and executive leadership, including turnaround and growth roles.
- Education: B.S., Technical Journalism, Oregon State University.
Equity Ownership
| Metric (as of Apr 15, 2025) | Value |
|---|---|
| Beneficially owned shares | 44,958 |
| Ownership % of outstanding | 1.4% (based on 3,188,518 shares outstanding) |
| Common shares (excluding options within 60 days) | 36,351 |
| Options exercisable within 60 days | 8,247 |
| Estimated value of common stock position | $24,529 (based on $0.55/share) |
Group context:
- All directors and named executive officers as a group: 301,383 shares (9.3%); includes 47,156 options exercisable within 60 days.
Governance Assessment
- Strengths: Independent director with relevant digital marketing and operating experience; active roles on Compensation and Nominating & Governance Committees; Board-level independence affirmed; no <75% attendance issues in 2023.
- Alignment: Holds 44,958 shares (1.4%) with additional near-term exercisable options; RSU grants provide ongoing equity exposure, supporting alignment.
- Risk/Red flags: Missed attendance at the 2023 annual stockholders’ meeting (engagement flag); director equity awards feature single-trigger immediate vesting on change of control (can be shareholder-unfriendly); prior consulting arrangement in 2022 with the company introduces potential perceived conflict though modest and disclosed.
- Special situation (2025 dissolution): Board seeks stockholder approval for a Plan of Dissolution; directors and officers may receive compensation for winding-up activities and continue to have indemnification/insurance; directors and officers own 301,383 shares (aggregate) and will participate in liquidating distributions pro rata. This dynamic may affect incentives and investor confidence in the wind-down process.