Diena Lee Mann
MRINAbout Diena Lee Mann
Independent director at Marin Software (MRIN) since 2021; age 43 as of Feb 15, 2024. Founder & CEO of Spectio, Inc. (since Jul 2023). Previously SVP Product at SoundCommerce (Nov 2020–Jun 2023). Education: B.S. in Statistics and M.A. in Applied Statistics, University of Michigan. Brings strategic product leadership and technical expertise in B2B data, analytics, and automation software across retail, financial services, and marketing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SoundCommerce (SaaS data integration) | SVP, Product | Nov 2020 – Jun 2023 | Led product in retail data integration |
| Red Sky Blue Water (subsidiary of iLink) | CEO | Jan 2020 – Nov 2020 | Channel partner programs leadership |
| iLink Digital | VP, Digital Transformation | Jan 2019 – Dec 2019 | B2B enterprise tech consulting |
| Independent Consultant | Product Strategy Consultant | Jul 2017 – Dec 2018 | Growth-stage, venture-backed firms |
| Tyemill | Co-Founder & Managing Partner | May 2008 – Jun 2017 | E-commerce/app dev services |
External Roles
| Organization | Role | Scope |
|---|---|---|
| Spectio, Inc. | Founder & CEO | SaaS business intelligence collaboration product (since Jul 2023) |
| Seattle Symphony | Vice Chair; Chair, Equity (DEI) Committee; Finance Committee Member | Non-profit board governance |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined Mann independent (all directors except CEO) |
| Committees | Audit Committee member; Compensation Committee member |
| Committee Chairs | Audit Chair: Brian Kinion; Compensation Chair: Donald Hutchison; Nominating & Gov Chair: L. Gordon Crovitz |
| Audit Financial Expert(s) | Kinion and Crovitz designated as “audit committee financial experts” |
| Lead Independent Director | L. Gordon Crovitz |
| Attendance | No director attended fewer than 75% of Board/committee meetings in 2023; Board met 14x, Audit 5x, Compensation 4x, N&G 1x |
| Annual Meeting Attendance | All directors other than Daina Middleton were present at the 2023 annual meeting (implies Mann attended) |
Fixed Compensation (Director)
| Component (2023) | Amount |
|---|---|
| Annual cash retainer (director) | $35,000 |
| Audit Committee member fee | $5,000 |
| Compensation Committee member fee | $2,500 |
| Total cash fees (Mann) | $42,500 |
| Notes | No meeting fees; additional retainers apply only to chairs and Lead Independent Director (not applicable to Mann) |
Performance Compensation (Director Equity)
| Grant | Grant Date | Shares | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual continuing director RSU | Feb 9, 2023 | 54,032 | $67,000 | Vests in full on next annual meeting date | Standard for continuing non-employee directors |
| New director RSU (onboarding) | Nov 8, 2021 | 20,361 | N/A | 1/3 at each of Jun 8, 2022; May 25, 2023; 2024 annual meeting | Time-vest; no options outstanding for Mann |
| Change-in-control vesting | — | — | — | Full acceleration of unvested director equity upon change of control | Applies to director awards |
- Structure: Mix is cash + time-based RSUs; no performance-vested equity for directors and no option grants disclosed for 2023 director compensation .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | None disclosed |
| Interlocks/Related-party | Company discloses no related-party transactions >$120,000 since Jan 1, 2023; Compensation Committee members (incl. Mann) had no relationships requiring Item 404 disclosure |
Expertise & Qualifications
- Product leadership in SaaS/data systems; analytics/statistics domain expertise (B.S./M.A. Applied Statistics, Univ. of Michigan) .
- Executive operating experience (Spectio, SoundCommerce) and entrepreneurial background (Tyemill) .
- Governance experience in non-profit sector (Seattle Symphony leadership roles) .
Equity Ownership
| As-of Date | Beneficial Ownership (shares) | % Outstanding | Composition/Notes |
|---|---|---|---|
| Feb 15, 2024 | 112,461 | <1% | 51,642 shares owned + 60,819 RSUs vesting within 60 days |
| Apr 15, 2025 | 18,743 | <1% | Outstanding shares shrank post reverse split; aggregate director/officer holdings disclosed in dissolution proxy |
- Outstanding director RSUs (as of Dec 31, 2023): 54,032 (2023 continuing grant) plus final tranche (6,787) of 2021 onboarding grant scheduled to vest at 2024 annual meeting .
- Pledging/Hedging: No pledging disclosed; Section 16(a) reporting compliance was timely in 2023 (board-wide statement) .
Governance Assessment
-
Strengths
- Independent director serving on both Audit and Compensation Committees; Board affirms independence; meets attendance expectations .
- Equity component meaningful (RSU ~$67k vs. cash ~$42.5k in 2023), aligning director incentives with shareholders, albeit via time-based vesting .
- No related-party transactions reported; Compensation Committee interlocks/insider participation issues not present .
-
Watch Items / Potential Red Flags (contextual to MRIN)
- Company pursued dissolution in 2025; Board issued a single “Preferred Share” to the CEO with contingent super-voting rights to facilitate approval if “for” votes exceed “against/abstain,” raising governance optics concerns despite legal permissibility .
- Anticipated governance transition: after stockholder approval of dissolution, Board intends to appoint a representative of Armanino LLP as sole director and others (including Mann) are expected to resign—limiting ongoing independent oversight during wind-down .
- D&O run-off policy budgeted at ~$1.0 million; indemnification to continue during wind-up; while standard in liquidations, it indicates risk management focus amid potential claims .
-
Investor implications
- Mann’s committee roles support board effectiveness; no conflicts disclosed. However, MRIN’s dissolution process and governance mechanics (Preferred Share voting design) may weigh more heavily on investor confidence than individual director factors. Mann’s equity is time-based; no performance metrics tie director equity to outcomes, which limits performance linkage in the current structure .
Note: Director compensation and roles are as disclosed in MRIN’s 2024 annual proxy; subsequent 2025 special proxy reflects the dissolution context, post-reverse-split share counts, and expected board changes .