Robert Bertz
MRINAbout Robert Bertz
Robert Bertz (age 60 as of February 15, 2024) is Chief Financial Officer of Marin Software (MRIN), serving since December 5, 2019, after joining as Vice President and Corporate Controller in April 2019. He is a licensed Certified Public Accountant (inactive) and holds a B.B.A. in Accounting from the University of Texas at Austin . During 2021–2023, Marin’s cumulative TSR fell from $183.66 to $18.14 while net losses persisted ($12.9M in 2021, $18.1M in 2022, $19.1M in 2023), framing a tough pay-for-performance backdrop .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marin Software | VP & Corporate Controller | Apr 2019–Dec 2019 | Corporate finance and controls |
| Enphase Energy, Inc. | Corporate Controller | Oct 2014–Apr 2019 | Corporate finance and controls |
| Civitas Media/Heartland Publications LLC | CFO & Controller | May 2011–Apr 2014 | Corporate finance and controls |
| Ensenda, Inc. | CFO | Dec 2008–May 2011 | Corporate finance and controls |
| ServiceSource International, Inc. | VP Finance & Corporate Controller | Dec 2006–Nov 2008 | Corporate finance and controls |
| Cost Plus, Inc. (subsidiary of Bed Bath & Beyond Inc.) | Corporate Controller | 2003–2006 | Corporate finance and controls |
| PeoplePC (subsidiary of EarthLink, Inc.) | VP & Corporate Controller | 1999–2002 | Corporate finance and controls |
External Roles
No external public-company directorships or committee roles are disclosed in MRIN’s executive officer biographies and proxies reviewed .
Fixed Compensation
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Base Salary ($) | $285,417 | $300,000 | $300,000 |
| Target Bonus (%) | 50% of base | 50% of base | 50% of base |
| Actual Bonus Paid (Non-Equity Incentive Plan) ($) | $155,552 | $96,375 | $22,875 |
| All Other Compensation ($) | $23,714 | $31,559 | $42,128 |
| Total Compensation ($) | $774,333 | $524,184 | $470,403 |
Performance Compensation
| Element | 2022 | 2023 |
|---|---|---|
| Metric | Revenue-only quarterly targets (ending cash balance removed) | Revenue-only; quarterly payments, suspended after Q1 |
| Weighting | Revenue (100%) | Revenue (100%) |
| Target | Quarterly revenue targets set by Compensation Committee | Quarterly revenue targets set; plan suspended after Q1 |
| Actual | Q1 75%, Q2 66%, Q3 64%, Q4 52% of target | Q1 61% of target; remainder of year suspended |
| Payout | Aggregate 64.25% of annual target | Aggregate 15.25% of annual target |
| Payout Timing | Quarterly; Q4 payout paid in fiscal 2023 | Quarterly (Q1 only) |
Equity Ownership & Alignment
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|
| Shares Beneficially Owned | 0 | 5,911 | 11,802 | 33,928 | 79,919 | 17,294 |
| Percent of Shares Outstanding | <1% | <1% | <1% | <1% | <1% (of 18,064,869 shares) | <1% (of 3,188,518 shares) |
Outstanding equity awards (as of 12/31/2022):
| Award Type | Shares Unvested | Market Value Basis |
|---|---|---|
| RSU Award (line item) | 5,000 | $5,000 at $1.00/share |
| RSU Award (line item) | 5,000 | $5,000 at $1.00/share |
| RSU Award (line item) | 27,500 | $27,500 at $1.00/share |
| RSU Award (line item) | 55,000 | $55,000 at $1.00/share |
Key grant and vesting schedules:
- RSUs (20,000) granted May 7, 2019; vest 25% on May 7, 2020, remainder annually over 3 years (full by May 2023) .
- RSUs (20,000) granted December 9, 2019; vest 25% on December 9, 2020, remainder annually over 3 years (full by December 2023) .
- RSUs (55,000) granted in fiscal 2022; RSUs (85,000) granted in fiscal 2023; each vests 50% on March 7, 2024 and 50% on March 7, 2025 to promote retention .
Equity award mix and guidelines:
- No stock options granted to NEOs in 2022 or 2023 (shift toward RSUs) .
- No pledging or ownership guideline disclosures specific to Bertz were identified in the filings reviewed .
Employment Terms
Offer letter and at-will employment:
- Appointed CFO effective December 5, 2019; initial base salary $275,000 and target bonus 50% of base, at-will employment . Subsequent proxy disclosures reflect CFO salary levels of $300,000 in 2022–2023 .
Severance and change-of-control (CIC) protections (updated by 2022 proxy):
- Without CIC: Six months’ base salary, 50% of annual target bonus, and six months COBRA reimbursement .
- With CIC and qualifying termination (double-trigger): 12 months’ base salary, 100% of annual target bonus, 12 months COBRA reimbursement, and accelerated vesting of all unvested equity awards .
Illustrative severance economics (as of 12/31/2021):
| Scenario | Cash Severance ($) | COBRA ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|
| Termination after Change of Control | $450,000 | $28,940 | $278,250 | $757,190 |
| Termination not in connection with Change of Control | $225,000 | $14,470 | — | $239,470 |
Clawbacks, non-compete, pledging:
- Clawback provisions, non-compete/non-solicit terms, and pledging policies for Bertz are not disclosed in the reviewed filings .
Investment Implications
- Pay-for-performance alignment: Cash incentives are tightly tied to quarterly revenue and were materially reduced amid underperformance—64.25% of target in 2022 and just 15.25% of target in 2023 after suspension post-Q1—supporting disciplined payout governance but signaling retention risk if equity value remains depressed .
- Vesting-related supply: Large RSU awards from 2022–2023 vest 50/50 on March 7, 2024 and March 7, 2025, creating potential near-term selling pressure around vest events if personal liquidity needs or diversification occur; no options were granted in 2022–2023, reducing leverage but increasing guaranteed equity delivery risk .
- CIC economics and retention: Double-trigger CIC with full equity acceleration and 12 months’ salary+target bonus offers retention through deal uncertainty but may incentivize stability rather than aggressive risk-taking; the quantified CIC table underscores modest cash multiples relative to peers but full time-based equity acceleration .
- Ownership alignment: Reported beneficial ownership shifted from 79,919 shares (1/31/2024 basis) to 17,294 shares (4/15/2025 basis) while shares outstanding fell materially (18.06M to 3.19M), suggesting corporate actions and emphasizing the need to monitor Form 4 activity for true directional signals; percent ownership remains under 1% .
- Execution risk context: Company TSR and net losses over 2021–2023 highlight challenging fundamentals during Bertz’s tenure, increasing focus on capital allocation, cash discipline, and revenue trajectory as key levers for future incentive outcomes .