Joseph Marchese
National CineMediaAbout Joseph Marchese
Independent director at National CineMedia, Inc. (NCMI) since 2023; age 43. Marchese is Co‑Founder and General Partner at Human Ventures (since 2015) and Casa Komos Brands Group (since July 2018), and Co‑Founder and Chairman of Groundswell.io (since June 2021). He previously served as President of Advertising Revenue for Fox Networks Group (Feb 2015–Mar 2019) and is a recognized media/technology leader, inducted into the Advertising Hall of Achievement in 2016. He has served on the board of Clear Channel Outdoor Group since 2019; NCMI’s Board has affirmatively determined he is independent under SEC and Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fox Networks Group | President of Advertising Revenue | Feb 2015 – Mar 2019 | Senior commercial leadership in media/advertising |
| Various media/consulting/entrepreneur roles | Executive/Consultant/Founder | Prior to 2015 (not individually dated) | Multiple-time entrepreneur in media/tech |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Human Ventures | Co‑Founder & General Partner | 2015 – Present | Venture capital; media/tech focus |
| Casa Komos Brands Group | Co‑Founder & General Partner | Jul 2018 – Present | Venture capital |
| Groundswell.io | Co‑Founder & Chairman | Jun 2021 – Present | CSR software |
| Clear Channel Outdoor Group | Director | 2019 – Present | Public company directorship |
Board Governance
- Committee assignments (2025 proxy): Audit Committee member; Compensation & Leadership Committee member; not a chair. Audit met 7 times in 2024; Compensation & Leadership met 6; Nominating & Governance met 8.
- Attendance: Board held 6 meetings in fiscal 2024; no incumbent director attended fewer than 75% of aggregate Board and assigned committee meetings; all incumbent directors attended the May 9, 2024 Annual Meeting.
- Independence: Board determined Marchese is independent under SEC/Nasdaq rules.
- Audit Committee report: Marchese signed the Audit Committee Report recommending inclusion of audited FY2024 financials in the 10‑K.
- Governance structure context: NCMI maintains separate Chair/CEO roles, 6 of 7 nominees independent, anti‑hedging and anti‑pledging policies, and stock ownership requirements; external evaluator used for Board self‑assessment at least every three years.
Fixed Compensation
| Component | Policy/Amount | Effective Period | Source |
|---|---|---|---|
| Non‑employee director base cash retainer | $0 per annum | FY2024 (effective Feb 9, 2024) | |
| Committee member retainers | Audit: $15,000; Comp & Leadership: $10,000; Nominating & Governance: $10,000 | FY2024 (effective Feb 9, 2024) | |
| Committee chair retainers | Audit Chair: $30,000; Comp Chair: $20,000; N&G Chair: $20,000 | FY2024 | |
| Non‑employee Chair retainer | $100,000 cash (inclusive of all committee fees) | FY2024 | |
| Marchese—Fees Earned or Paid in Cash | $15,000 (committee member retainer) | FY2024 | |
| Non‑employee director retainer change | $80,000 cash + $120,000 RSU (1‑year vest) | FY2025 |
Notes: Marchese’s 2024 cash compensation mix reflects committee service; he was not a chair.
Performance Compensation
| Grant Date | Instrument | Shares Granted (Marchese) | Grant‑Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Mar 26, 2024 | RSU | 10,627 | $50,000 | Vested immediately on grant | Quarterly grant; directors could elect up to 20% in cash |
| May 14, 2024 | RSU | 10,968 | $50,000 | Vested immediately on grant | Quarterly grant; up to 20% cash election allowed |
| Aug 13, 2024 | RSU | 8,461 | $50,000 | Vests at 2025 Annual Meeting | Q3 grant; up to 20% cash election allowed |
| Nov 13, 2024 | RSU | 7,275 | $50,000 | Vests at 2025 Annual Meeting | Q4 grant; up to 20% cash election allowed |
| Aug 18, 2023 | RSU (outstanding) | 28,450 | $100,002 (grant date); $191,753 MV at 12/26/24 | Vests Aug 18, 2027 | Transfer restrictions: sales restricted until 6 months post‑departure |
Additional plan features for directors in 2024: quarterly $50,000 RSU grants determined by 10‑day VWAP around earnings; Q1–Q2 vested immediately; Q3–Q4 vest at 2025 ASM; directors could elect up to 20% of quarterly grant in cash.
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Considerations |
|---|---|---|
| Clear Channel Outdoor Group | Director (since 2019) | Public company directorship; no specific NCMI related‑party transactions disclosed. |
Context on director designation rights: Following NCM LLC’s Aug 7, 2023 emergence from Chapter 11, a Director Designation Agreement granted creditors (via a Designation Committee) and Blantyre rights to designate directors for a limited period; in 2024, Marchese was among nominees designated pursuant to the Plan. As of Jan 9, 2025, the Designation Committee could designate up to 4 directors (2 independent) and Blantyre 2; Board still affirmed independence of all independent directors.
Expertise & Qualifications
- Media and advertising operating leader; prior P&L responsibility at Fox Networks Group.
- Entrepreneur/venture investor with board and governance exposure across tech/media start‑ups.
- Industry recognition: Advertising Hall of Achievement (2016).
Equity Ownership
| Holder | Shares Beneficially Owned | Rights to Acquire (within 60 days) | Percent of Outstanding |
|---|---|---|---|
| Joseph Marchese | 36,945 | 7,275 | <1% (as of Mar 10, 2025; 95,192,212 shares outstanding) |
Stock ownership guidelines and alignment:
- Non‑employee directors must hold 3x annual cash retainer; as of Mar 10, 2025, all executives and directors meeting tenure requirements were in compliance.
- Anti‑hedging and anti‑pledging policies apply to directors; none of the officers/directors have violated these policies.
Governance Assessment
-
Strengths and signals of effectiveness:
- Independent status; active roles on Audit and Compensation & Leadership Committees—key oversight touchpoints (financial reporting, executive pay).
- Attendance/engagement: no directors below 75% attendance in 2024; all attended 2024 Annual Meeting.
- Audit Committee Report signatory, indicating engagement with auditor independence, PCAOB/SEC matters, and 10‑K inclusion.
- Strong alignment features: equity‑heavy director pay (2024: $200k RSUs vs $15k cash for Marchese), ownership guidelines, clawback policy for executives, and prohibited hedging/pledging.
-
Potential conflicts/risks to monitor:
- Creditor influence via director designation rights post‑restructuring could create perceived alignment or influence dynamics; however, Board affirms independence and applies related‑party review via Audit Committee.
- Multiple venture/board affiliations (Human Ventures, Casa Komos, Groundswell.io, Clear Channel Outdoor) require standard related‑party transaction screening; no such transactions involving Marchese are disclosed.
-
Compensation structure considerations:
- 2024 director pay concentrated in RSUs (quarterly), increasing alignment; shift in 2025 to an annual mix ($80k cash + $120k RSUs) simplifies structure and retains equity bias.
- Committee member cash fees modest; no meeting fees or perquisites disclosed; no tax gross‑ups or option repricings flagged.
-
RED FLAGS (none disclosed):
- No related‑party transactions disclosed involving Marchese; company prohibits hedging/pledging and reports no violations; Board/committee independence affirmed.
Director Compensation (2024) – Marchese
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $15,000 |
| Stock Awards (Grant‑Date Fair Value) | $200,000 |
| Total | $215,000 |
Compensation mechanics and elections:
- 2024 quarterly RSUs: $50,000 per quarter; directors could elect up to 20% of quarterly grant in cash; Q1–Q2 vested immediately; Q3–Q4 vest at 2025 Annual Meeting.
- 2025 structure: $80,000 cash retainer + $120,000 RSU (1‑year vest); option to take RSUs in lieu of cash retainer.
Related‑Party and Policy Framework
- Related‑party transactions require Audit Committee approval; thresholds and fair‑dealing criteria detailed; certain routine relationships excluded.
- Insider Trading Policy: anti‑hedging and anti‑pledging; no violations reported among officers/directors.
- Stock ownership guidelines: directors = 3x annual cash retainer; as of Mar 10, 2025, those meeting tenure requirements compliant.
Notes on Board Context
- Board structure and independence: 6 of 7 nominees independent; separate Chair/CEO; N&G oversees director compensation structure and standards; annual self‑assessment with external evaluation at least every three years.
- Post‑restructuring designation rights (time‑limited) for creditors/Blantyre shaped board composition; as of Jan 9, 2025, DC could designate up to 4 directors (2 independent) and Blantyre 2.
Overall: Marchese brings deep media/advertising operating expertise and venture perspective, with solid committee engagement. Governance guardrails (independence affirmation, anti‑hedging/pledging, ownership guidelines) and equity‑heavy pay support alignment; the lingering creditor designation framework is a structural consideration but mitigated by independence determinations and related‑party oversight.