Donald Hutchison
MRINAbout Donald Hutchison
Independent director of Marin Software (MRIN) since 2006; age 67. Background as an angel investor and former tech executive; holds a B.A. in Economics (UC Santa Barbara) and an MBA in Finance and Organizational Development (Loyola Marymount University). Board independence affirmed by MRIN’s board (all non-CEO directors independent). Tenure marked by service as Compensation Committee chair.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Recurrent Energy LLC | Co-Founder and Chair of Board | 2006–2008 | Early-stage clean energy leadership and governance |
| work.com (Dow Jones & Excite@Home JV) | CEO and Chair | Prior to 2006 | Operating leadership in internet services |
| Excite@Home; NETCOM On-Line | Senior executive roles | Prior to 2006 | Scaled broadband and ISP operations |
| W&W Communications (private) | Director | Prior to 2006 | Semiconductor oversight; company later acquired by Cavium |
External Roles
| Type | Organization | Role | Notes |
|---|---|---|---|
| Public company board | — | — | No current public company directorships disclosed |
| Private/other boards | Multiple private companies | Director/investor | As disclosed in biography |
Board Governance
- Committee assignments: Chair, Compensation Committee; member, Compensation Committee; not listed on Audit or Nominating & Corporate Governance. Lead Independent Director is L. Gordon Crovitz (not Hutchison).
- Independence status: Board determined all directors other than CEO are independent under Nasdaq and SEC rules.
- Attendance and engagement: In 2023, Board held 14 meetings; Compensation Committee 4; Audit Committee 5; Nominating & Corporate Governance 1; no director attended fewer than 75% of meetings. Non-employee directors hold regular executive sessions.
- Related-party exposure: Company reports no related-party transactions >$120,000 since Jan 1, 2023.
Fixed Compensation
| Component | FY 2023 Amount | Notes |
|---|---|---|
| Annual cash retainer | $35,000 | Paid quarterly; no meeting fees |
| Compensation Committee chair fee | $5,000 | Chair premium |
| Total cash fees (2023) | $40,000 | Matches disclosed cash paid |
Performance Compensation
| Equity Award | Grant Date | Shares/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSU (continuing non-employee director annual grant) | Feb 9, 2023 | 54,032 shares; $67,000 grant-date fair value | Vests in full on date of next annual meeting (2024) | None disclosed for directors; time-based vesting |
| Legacy option awards (outstanding) | 2014–2019 | 4,220–16,900 per grant (multiple grants) | Historic; all options and RSUs expire 10 years post-grant; change-in-control vesting acceleration applies | Not performance-based |
No director-specific bonus, PSU, or performance metric structure is disclosed; director equity is time-based RSUs.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation committee interlocks | None; committee members (incl. Hutchison) had no relationships requiring Item 404 disclosure |
| Related-party transactions | None >$120,000 reported since Jan 1, 2023 |
| Shared directorships (competitors/suppliers/customers) | Not disclosed |
Expertise & Qualifications
- Core expertise: Early-stage technology investing; executive leadership in internet services, broadband, and ISP operations; governance in clean energy.
- Education: B.A. Economics (UC Santa Barbara); MBA Finance & Organizational Development (Loyola Marymount).
Equity Ownership
| Metric | FY 2024 (as of Feb 15, 2024) | FY 2025 (as of Apr 15, 2025) |
|---|---|---|
| Total beneficial ownership (shares) | 243,741 | 39,917 |
| Ownership % of outstanding | 1.3% | 1.2% |
| Breakdown (2024) | 135,887 common; 53,822 options exercisable within 60 days; 54,032 RSUs vesting within 60 days | Not broken out (aggregate reported) |
| Shares pledged/hedged | Not disclosed | Not disclosed |
Note: MRIN executed a reverse stock split in 2024; the decrease in reported share counts is consistent with the split and subsequent corporate actions.
Governance Assessment
-
Strengths:
- Independent director with long tenure and relevant operating/investing experience; chairs Compensation Committee.
- Consistent meeting participation; Board and committee cadence documented.
- Modest cash retainers with equity grants align director pay with shareholder outcomes; no meeting fees; time-based RSUs standard.
- No related-party transactions reported; compensation committee independence affirmed; use of independent consultant (Compensia).
-
Watch items / red flags affecting investor confidence:
- Historical say-on-pay votes show mixed support (58.5% approval for 2021; improved to 86.7% for 2022), indicating prior shareholder concerns with compensation philosophy and alignment.
- 2024 reverse stock split to address Nasdaq minimum bid-price compliance (delisting risk context).
- 2025 special meeting to approve voluntary dissolution and liquidation; board unanimously recommended dissolution; post-approval plan anticipates appointment of a sole director and resignation of others—represents extreme governance transition and wind-down risk.
- Issuance of a single Preferred Share to CEO with contingent super-voting effect for dissolution proposals is unconventional and may be perceived negatively by some investors.
Compensation Committee Analysis
| Attribute | Detail |
|---|---|
| Composition | Hutchison (Chair), Middleton, Mann; all independent per Nasdaq/SEC rules |
| Responsibilities | Executive and director pay oversight; equity plan administration; overall compensation strategy |
| Consultant | Compensia engaged; independence evaluated; no conflicts reported |
| Delegations | CEO and CFO act as plan grant administrators for employee equity awards under policy (time-based vesting standards) |
Fixed Compensation (Director Pay Mix)
| Metric | FY 2023 |
|---|---|
| Cash (% of total) | $40,000; ~37% of $107,000 total |
| Equity (% of total) | $67,000; ~63% of $107,000 total (RSUs) |
Performance Compensation (Metrics Table)
| Metric Category | Disclosure for Directors |
|---|---|
| Revenue growth, EBITDA, TSR, ESG goals | No director-specific performance metrics; RSUs vest time-based on annual meeting date |
| Clawbacks/gross-ups | Not disclosed for directors; executive clawbacks not covered in director section |
| Change-of-control acceleration | Equity awards provide full vesting upon change of control (applies broadly to options/RSUs) |
Related Party Transactions
- Company policy requires Audit Committee review of related-party transactions; none reportable >$120,000 since Jan 1, 2023.
Say-on-Pay & Shareholder Feedback
| Year (vote held) | Approval % |
|---|---|
| 2021 | 58.5% |
| 2022 | 86.7% |
Management cites retail-heavy shareholder base and historically low voting turnout as context; committee indicates responsiveness via disclosure and engagement.
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Finance/operations | CEO/Chair roles at work.com; senior roles at Excite@Home and NETCOM |
| Energy/technology governance | Co-founded and chaired Recurrent Energy; private tech board experience |
| Education | BA Economics; MBA Finance/Org Development |
Equity Ownership
| Detail | FY 2024 | FY 2025 |
|---|---|---|
| Beneficial shares | 243,741 | 39,917 |
| % outstanding | 1.3% | 1.2% |
| Components (2024) | 135,887 common; 53,822 options; 54,032 RSUs (near-term) | Aggregate only |
Governance Conclusion
- Board effectiveness: Hutchison contributes seasoned operating and investing experience; compensation oversight appears independent with consultant support and no interlocks reported. Attendance and governance processes are documented.
- Alignment: Director pay skewed to equity with time-based RSUs; personal share ownership meaningful relative to small float post-split. No pledging disclosed.
- Investor confidence signals: Prior weak say-on-pay in 2021 improved in 2022; however, 2024–2025 actions (reverse split, preferred share with special voting, dissolution recommendation) indicate severe strategic distress, materially elevating governance risk irrespective of individual director performance.