Mark Willis
About Mark Willis
Mark Willis (age 68) is an independent director at Maison Solutions Inc. (MSS) since June 2023. He currently serves as Lead Independent Director, chairs the Compensation Committee, and sits on the Audit and Nominating & Corporate Governance Committees. Willis is founder and CEO of ParQuest Consulting (since 2015), served on NYC Mayor Eric Adams’ transition team (2021–2022), and held various roles at Morgan Stanley Wealth Management (1998–2015). He holds a BBA in Finance and Investments and an MBA (computer methodology) from Baruch College.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley Wealth Management | Various roles | 1998–2015 | Significant finance and management experience |
| — | — | — | — |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ParQuest Consulting | Founder & CEO | 2015–present | Private consulting firm |
| NYC Mayor Eric Adams Transition Team | Member | 2021–2022 | Public service transition work |
Board Governance
- Independence: The Board determined Willis qualifies as an independent director under Nasdaq rules and Exchange Act Rule 10A‑3.
- Lead Independent Director: Willis serves as Lead Independent Director, overseeing independent director sessions and facilitating Board oversight of strategy, risk, and succession planning.
- Committee assignments: Audit Committee member (financially literate); Compensation Committee chair; Nominating & Corporate Governance Committee member.
- Attendance and engagement: In FY ended April 30, 2024, the Board met 3 times and took 7 actions by written consent; each director attended at least 75% of Board and committee meetings.
- Committee activity: Audit Committee held 3 meetings and 1 written consent; Compensation Committee held no meetings and 1 written consent; Nominating & Corporate Governance Committee held no meetings.
- Controlled company: MSS is a Nasdaq “Controlled Company” led by CEO/Chairman John Xu (>50% voting power) and relies on governance exemptions (majority independent board, CEO comp by independent directors, and independent-only nominations). This heightens oversight demands on independent directors like Willis.
Fixed Compensation
| Component | FY 2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 50,000 | Annual cash retainer paid quarterly in arrears |
| All Other Compensation | — | None disclosed |
| Equity Awards | — | Equity incentive plans “yet to be established”; no director equity grants disclosed |
Performance Compensation
| Metric/Instrument | Grant Date | Quantity | Fair Value ($) | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| Stock awards (RSUs/PSUs) | — | — | — | — | No director equity/performance awards disclosed |
| Option awards | — | — | — | — | None disclosed |
No performance-based compensation is disclosed for directors; no vesting or pay-for-performance metrics apply to Willis.
Other Directorships & Interlocks
| Company | Role | Committee Positions | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed beyond MSS |
Expertise & Qualifications
- Finance and investments background; MBA with computing methodology — equips Willis for data-driven oversight and comp design.
- Audit Committee membership requires financial literacy, which Willis meets per Board determination.
- Leadership experience (ParQuest CEO; prior Morgan Stanley roles) indicates operational and human capital oversight capability at Compensation Committee.
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Voting Power | Pledged? |
|---|---|---|---|---|
| Mark Willis | 0 (not listed) | 0 (not listed) | <1% (not listed explicitly) | None disclosed |
MSS shows no beneficial ownership by Willis in the 2025 proxy’s ownership table; no pledged shares or derivative equity reported.
Insider Trades
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| — | — | — | — | GuruFocus indicates Willis made no insider transaction in MSS; no Form 4 found. |
Related-Party Transactions (Conflict Screening)
- The proxy lists extensive related-party transactions primarily involving CEO/Chairman John Xu, his spouse, and entities he controls (e.g., acquisitions, payables, sales/purchases with affiliates, and joint ownership interests). No transactions are disclosed involving Willis.
- Audit Committee (including Willis) reviews and approves related-party transactions per charter.
Governance Assessment
-
Positives:
- Independent status; Lead Independent Director responsibility; chair of Compensation Committee — strong governance roles for Willis.
- Financial literacy and audit committee membership — supports oversight of financial reporting and controls.
- Attendance at least 75% — baseline engagement met; Audit Committee active with 3 meetings.
-
Concerns / RED FLAGS:
- Controlled company with combined CEO/Chairman and reliance on Nasdaq governance exemptions — elevates risk of limited independent oversight; increases importance of Willis’s lead role.
- Director equity alignment appears low (no reported share ownership or equity grants for Willis) — potential misalignment with shareholder outcomes.
- Derivative litigation: two consolidated shareholder derivative suits filed in April 2024 name directors including Willis; outcome uncertain; company states allegations are without merit and intends vigorous defense.
- Compensation and Nominating committees had no meetings in FY 2024 (though one action by written consent for Compensation) — could signal limited formal oversight cadence despite controlled company context.
- Dilutive financing structures (convertible notes and warrant) pose governance and shareholder dilution risks; robust independent oversight of capital allocation and issuance terms is critical.
Overall: Willis holds key independent governance roles (Lead Independent Director, Compensation Committee chair) and meets financial literacy standards. However, low personal ownership, controlled company status, limited committee meeting activity, and ongoing derivative litigation increase investor scrutiny; proactive engagement, clear compensation governance processes, and rigorous oversight of related-party dealings and capital structure are essential to bolster investor confidence.