Mark Yusko
About Mark Yusko
Mark W. Yusko (age 62) is an independent director of NAKA, serving since August 14, 2025. He is CEO, CIO, and Managing Partner of Morgan Creek Capital Management, LLC (roles held since July 2004). He holds an MBA from the University of Chicago and a BS from the University of Notre Dame, bringing extensive institutional investment and financial industry leadership experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Creek Capital Management, LLC | Chief Executive Officer, Chief Investment Officer, Managing Partner | Since July 2004 | Led investment management services for institutional and qualifying clients |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Metaplanet Inc. (TSE:3350; OTC:MTPLF) | Director | Not disclosed | Interlock: NAKA’s subsidiary committed up to $30M and acquired 8,000,000 shares; Audit Committee approved due to related person ties |
Board Governance
- Committee assignments:
- Nominating and Corporate Governance Committee: Chair; members are Mark Yusko and Perianne Boring; both deemed independent .
- Not a member of the Audit or Compensation Committees per the committee roster .
- Independence: Board determined Yusko meets NAKA and Nasdaq independence standards .
- Engagement context: In FY2024, the Board held 8 meetings; the Audit Committee held 3; each director (then-serving) attended >90% of applicable meetings. Compensation and Nominating & Corporate Governance did not hold separate meetings outside regular Board sessions in FY2024 .
- Board leadership and process: CEO serves as Chair; Board and independent directors hold executive sessions; Nominating & Corporate Governance oversees code of ethics, board evaluations, director independence, and limits directors to ≤3 other public boards (9-month grace period for new directors) .
Fixed Compensation
Post-merger director pay program applicable to Yusko:
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Post-Merger Board program |
| Committee chair fee (Governance) | $25,000 | Additional retainer for committee chairs, including Governance; Yusko is Governance Chair |
| Reimbursement | N/A | Reasonable travel/lodging reimbursement for board/committee meetings |
Performance Compensation
| Equity Component | Grant Value (USD) | Instrument | Vesting | Cadence |
|---|---|---|---|---|
| Annual equity award | $150,000 | Restricted Stock Units (RSUs) | RSUs vest on the first anniversary of the grant date, subject to continued service | Annual, eligibility for non-employee directors |
- No director performance metrics were disclosed; RSU grants are time-based rather than tied to KPIs like TSR or EBITDA .
Other Directorships & Interlocks
| Organization | Role | Relationship to NAKA | Potential Conflict | Mitigation |
|---|---|---|---|---|
| Metaplanet Inc. | Director | NAKA (via subsidiary) committed up to $30M and acquired 8,000,000 shares | Board interlock; investment in company where Yusko is a director | Audit Committee pre-approved under Related Person Transaction Policy due to related ties (Bailey advisor, Evans director, Yusko director) |
Expertise & Qualifications
- Institutional asset management leadership (CEO/CIO/Managing Partner at Morgan Creek Capital since 2004) .
- Advanced finance education (MBA – University of Chicago) and analytical training (BS – University of Notre Dame) .
- Governance leadership as Chair of Nominating & Corporate Governance Committee; responsibilities include director selection, independence assessments, board self-evaluations, and governance policies .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Mark Yusko | 2,100,000 | <1% | Beneficial ownership as of Oct 30, 2025 |
Insider transactions and alignment:
- PIPE participation: Yusko purchased and received 2,100,000 NAKA common shares in the August 14, 2025 PIPE on the same terms as other subscribers (PIPE tranches at $1.12 and $5.00 per share were issued to participants; individual tranche pricing not broken out for Yusko) .
- Insider trading policy prohibits hedging, short sales, options trading on company securities, margin accounts, and pledging—supporting alignment and risk control for directors .
Governance Assessment
- Strengths:
- Independent director; chairs the Nominating & Corporate Governance Committee, which actively oversees independence, director limits (≤3 other public boards), board evaluation, and governance guidelines—positive for board effectiveness .
- Material equity ownership (2.1M shares) via PIPE participation aligns interests with shareholders .
- Robust insider trading policy (no hedging/pledging) and indemnification agreements in place; no disclosed legal proceedings or sanctions over the past decade—supports investor confidence .
- Watch items / potential conflicts:
- Metaplanet interlock: NAKA invested ~$30M (8,000,000 shares acquired) in an entity where Yusko serves as director; Audit Committee approval and disclosure mitigate, but ongoing monitoring for related-party safeguards is warranted .
- Attendance:
- Company reported strong FY2024 attendance (>90% for then-serving directors) and structured committee activity; Yusko joined in 2025, so individual attendance metrics for him are not yet disclosed .
- Compensation structure:
- Director pay mix emphasizes cash retainer plus time-based RSUs; no performance-linked metrics for directors disclosed, which is common but offers limited pay-for-performance linkage at the board level .
RED FLAGS to monitor: Related-party interlocks (Metaplanet investment), future transactions involving entities tied to directors; confirm adherence to director limit on other public boards and continued independence assessments by the Governance Committee .