Wister Walcott
MRINAbout Wister Walcott
Co-founder and Executive Vice President, Product & Technology at Marin Software (MRIN). Education: B.S. in Computer Science (with honors) from Harvard University and M.B.A. from Harvard Business School . Age: 57 (as of March 2024) . Tenure: EVP since September 2016; prior MRIN roles include VP Products & Platform (2006–2012) and EVP Products & Platform (2012–2015) . Company performance context: Board cited declining revenues, operating losses, and going-concern uncertainty when proposing dissolution in 2025; estimated liquidating distributions $0.00–$0.10/share and cash reserve ~$100,000 . Pay-versus-performance TSR collapsed from 183.66 (2021) to 49.50 (2022) and 18.14 (2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oracle | Technical and management roles | 1988–1991; 1993–1995 | Product/engineering foundation in enterprise software |
| Pilot Network Services | VP Marketing | 1996–1999 | Led marketing for internet security provider |
| Siebel Systems (acquired by Oracle) | Sr. Director Product Management | 1999–2004 | Product leadership in CRM; enterprise go-to-market |
| Composite Software | VP Marketing | 2004–2005 | Enterprise data integration marketing |
| Marin Software | VP Products & Platform | 2006–2012 | Built MRIN’s advertising management platform |
| Marin Software | EVP Products & Platform | 2012–2015 | Scaled platform/product strategy |
| Proxita | Principal (advisor) | 2015–2016 | Advised tech companies on product/marketing strategy |
| Marin Software | EVP Product & Technology | 2016–present | Executive leadership over product and technology |
External Roles
No public company directorships or external board roles disclosed for Mr. Walcott .
Fixed Compensation
| Metric | 2022 | 2023 |
|---|---|---|
| Base Salary ($) | $300,000 | $300,000 |
| Target Bonus (% of Salary) | 50% (offer letter) | 50% (offer letter) |
- 2025 base salary reduction: Effective May 1, 2025, MRIN cut annual base salaries of CEO, CFO, and EVP (Walcott) by 25%; Walcott consented via waiver that the reduction will not constitute “Good Reason,” and severance calculations will use pre-reduction salary/bonus targets (“Prior Amounts”) .
Performance Compensation
| Metric | Weighting | Target | 2022 Actual | 2022 Payout | 2023 Actual | 2023 Payout | Vesting |
|---|---|---|---|---|---|---|---|
| Revenue (quarterly plan) | 100% | Quarterly revenue goals | Q1 75%, Q2 66%, Q3 64%, Q4 52% | 64.25% of annual target bonus | Q1 61% then plan suspended | 15.25% of annual target bonus | Cash bonus; N/A |
- Design: Quarterly revenue-only plan in 2022 (annualized payout 64.25%); 2023 paid only Q1 and then suspended (15.25%) .
- Target bonus opportunity: 50% of salary per offer letter .
Equity Ownership & Alignment
| Ownership (beneficial) | Feb 15, 2023 | Jan 31/Feb 15, 2024 | Apr 15, 2025 |
|---|---|---|---|
| Shares beneficially owned (#) | 152,722 | 239,915 | 44,282 |
| % of outstanding | <1% | 1.3% (based on 18,064,869 O/S) | 1.4% (based on 3,188,518 O/S) |
Outstanding/vesting detail:
- Stock options: 32,858 options granted 9/7/2016 at $17.15; fully vested by Oct 2020 .
- RSUs: 60,000 granted 6/13/2022 (30,000 vested 6/13/2023; 30,000 vest 6/13/2024) ; 90,000 granted 2/9/2023 (45,000 vested 3/7/2024; 45,000 vest 3/7/2025) .
- Insider purchase via ESPP: 179 shares historically .
- Clawback: Amended & Restated 2013 Equity Incentive Plan subjects awards to clawback/recoupment per policy/law .
Potential selling pressure:
- Near-term RSU vesting dates: 6/13/2024 (30,000), 3/7/2025 (45,000), which may create incremental liquidity events .
Pledging/hedging:
- No pledging by Walcott disclosed; plan-level clawback exists; insider trading/hedging policies for MRIN not specifically detailed in 2024/2025 filings reviewed .
Employment Terms
| Term | 2024 Agreement (effective 4/12/2021 auto-renew; summary in 2024 proxy) | 2025 Amended & Restated (effective 3/15/2025; summary in 2025 special proxy) |
|---|---|---|
| “Good Reason” window | 3 months pre / 12 months post CIC | 5 months pre / 12 months post CIC |
| Non‑CIC termination severance | 6 months base + 50% target bonus + 6 months COBRA | 3 months base + 25% target bonus + 3 months COBRA |
| CIC qualifying termination | 12 months base + 100% target bonus + 12 months COBRA; full acceleration of unvested equity | Same (12 months base + 100% target bonus + 12 months COBRA; full acceleration) |
| Base salary reference for severance | — | Waiver: severance computed using “Prior Amounts” before 25% salary cut |
Offer letter (Aug 2016): Base salary initially $300,000; target bonus 50%; stock option 32,858 @ $17.15 with standard 4-year vest (fully vested) .
Board Governance
- Role: Not listed as a director in 2023/2024/2025 filings; MRIN’s board comprised of Christopher Lien (CEO/Chair), Donald Hutchison, Daina Middleton, L. Gordon Crovitz (Lead Independent), Brian Kinion, and Diena Lee Mann .
- Committee roles: Walcott has no board committee memberships disclosed .
- Dual-role implications: CEO also serves as Chair; lead independent director structure described (Crovitz) . No dual CEO+Chair concerns tie to Walcott since he is not a director.
Director Compensation
Not applicable to Walcott (not a director) .
Compensation Structure Analysis
- Year-over-year cash vs equity: Base salary flat at $300k (2022–2023); 2025 company-wide 25% cuts (with severance based on prior amounts) .
- Shift to RSUs: No options granted to NEOs in 2022/2023; retention RSUs granted in 2022 and 2023 with two-year vest schedules .
- At-risk pay: Bonus tied solely to revenue; significant underperformance in 2022/2023 reduced payouts to 64.25% and 15.25% of target, respectively, indicating alignment with revenue outcomes .
- Clawback: Equity plan includes clawback; repricing prohibited without shareholder approval .
Related Party Transactions / Risk Indicators
- Dissolution/wind-down plan approved by Board, citing going-concern risk and inability to raise capital; estimated potential distributions $0.00–$0.10 per share and reserve ~$100,000 .
- Nasdaq listing/compliance issues and delisting notifications in 2025 [List summary] .
- Base salary reductions for NEOs and senior employees (>$150k) in 2025; good reason waiver implies retention accommodation .
Compensation Committee & Say‑on‑Pay
- Compensation Committee: Hutchison (Chair), Middleton, Mann; independent; used Compensia as independent consultant .
- Say‑on‑Pay results: 2021 approval 62.7%; 2022 approval 58.5%; 2023 approval 86.7% .
| Say‑on‑Pay Approval | 2021 | 2022 | 2023 |
|---|---|---|---|
| % Approval | 62.7% | 58.5% | 86.7% |
Investment Implications
- Pay-for-performance alignment: Walcott’s variable cash compensation is tightly coupled to quarterly revenue, producing low payouts in 2023 as MRIN performance deteriorated; equity is primarily RSUs with short, two-year vesting, suggesting near-term vesting overhang (30k in June 2024; 45k in March 2025) that could add selling pressure amid liquidation uncertainty .
- Retention and severance economics: 2025 amendments reduced non‑CIC severance but preserved more robust CIC protection (12 months base, 100% bonus, full vest acceleration), and severance bases off pre-cut salary—signals retention incentive through potential strategic transaction while conserving cash in wind-down .
- Governance: Walcott is not a director; thus no independence or CEO/Chair dual-role concerns specific to him. Board leadership retains CEO/Chair structure with lead independent oversight (Crovitz) .
- Risk skew: Dissolution plan, prior listing noncompliance, and constrained liquidity heighten execution and employment-transition risks; overall incentive structure favors CIC outcomes more than continuation, which may influence executive decision-making under strategic alternatives .
Overall, Walcott’s incentives are conservative on ongoing operations (revenue-driven cash bonuses, reduced non‑CIC severance) but protective in a change-of-control (full equity acceleration, stronger severance), aligning him to support value-maximizing transactions during MRIN’s wind-down phase .