Mark Caton
About Mark Caton
Independent director at NetSol Technologies (NTWK) since 2007; age 76 in 2025. President of Centela Capital, Inc. since 2006; prior roles include President of NetSol Technologies USA (US sales) in 2002–2003 and SVP, Business Development at ePlus (1994–2002). BA in Psychology from UCLA (1971). Brings 46 years of sales, marketing, and management experience in financial leasing and software; currently Chair of the Compensation Committee and member of the Audit and Nominating & Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centela Capital, Inc. | President | 2006–present | Leadership in diversified financial services |
| NetSol Technologies USA | President, US Sales | Jun 2002–Dec 2003 | Led US sales; prior NetSol director 2002–2005 |
| ePlus | SVP, Business Development | 1994–2002 | Business development leadership |
| UCLA Alumni Association | Board Member | Not disclosed | Governance contribution in alumni org |
| NetSol Technologies | Director | 2002–2005 | Early board service |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Other public company boards | None disclosed | — | Board skill matrix indicates “Other Public Company Board Experience” 0/5 for NTWK directors |
Board Governance
- Committee leadership and membership: Chair, Compensation; Member, Audit; Member, Nominating & Corporate Governance .
- Independence: Board determines Caton is independent under NASDAQ rules; audit/comp committees composed solely of independent directors .
- Committee activity and attendance:
- FY2023: Audit met 4x; Compensation 1x; Nominating 1x. 100% attendance by all board members across board and committee meetings .
- FY2024: Audit met 5x; Compensation 1x; Nominating 1x. 100% attendance by all board members across board and committee meetings .
- Compensation Committee interlocks: None; all members independent; no cross-directorships with executive officers elsewhere .
| Committee (FY) | Chair | Caton Member? | Meetings Held |
|---|---|---|---|
| Audit (FY2023) | K. Kazmi | Yes | 4 |
| Compensation (FY2023) | M. Caton | Chair | 1 |
| Nominating & Corp Gov (FY2023) | M. Francis | Yes | 1 |
| Audit (FY2024) | K. Kazmi | Yes | 5 |
| Compensation (FY2024) | M. Caton | Chair | 1 |
| Nominating & Corp Gov (FY2024) | M. Francis | Yes | 1 |
Fixed Compensation
- NTWK eliminated committee chair premia during COVID mitigation; directors receive cash retainers plus equity .
- Recent annual director fees show a consistent 50/50 cash/equity mix in FY2023–FY2024 .
| Metric ($) | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash | 87,500 | 53,000 | 53,000 |
| Share Awards (Grant-Date Fair Value) | 12,009 | 53,000 | 53,000 |
| Total | 99,509 | 106,000 | 106,000 |
Performance Compensation
- Directors receive equity awards; recent policy emphasizes equity alignment and preserving cash. Independent board members were due an aggregate 16,428 shares as part of board compensation to be issued under the 2025 Equity Incentive Plan, subject to shareholder approval (no individual allocation disclosed) .
- No performance metrics (TSR, EBITDA, etc.) disclosed for director equity awards; awards are administered under equity plans that permit options, RSUs, SARs, and performance awards at the committee’s discretion .
| Equity Instrument | Vesting/Terms | Performance Metrics | Notes |
|---|---|---|---|
| Stock awards (directors) | Not specified in proxies | None disclosed | 50/50 cash-equity mix in FY2023–FY2024; aggregate 16,428 director shares pending under 2025 Plan |
| Options/RSUs/SARs (plan) | FMV strike; up to 10-year term; committee sets conditions | Permitted under plan | Plan reserves 1,100,000 shares; awards at committee discretion |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed; board skill matrix “Other Public Company Board Experience” 0/5 |
| Interlocks | None; Compensation Committee members independent and free of interlocking relationships |
Expertise & Qualifications
- 46 years in sales, marketing, and management in financial leasing and software industries; adds domain experience and commercial acumen to NTWK’s board .
- BA in Psychology, UCLA (1971); prior governance roles at UCLA Alumni Association .
Equity Ownership
- Growing beneficial ownership over time; Caton holds ~1.32% as of April 30, 2025. Beneficial ownership tables do not indicate options for Caton; footnote noting 50,000 options applies to Najeeb and Naeem Ghauri (not Caton) .
| Metric | Apr 13, 2023 | Apr 18, 2024 | Apr 30, 2025 |
|---|---|---|---|
| Shares Outstanding | 11,299,011 | 11,405,240 | 11,709,543 |
| Caton Beneficially Owned (shares) | 115,406 | 139,149 | 154,074 |
| Caton Ownership (%) | 1.00% | 1.22% | 1.32% |
Governance Assessment
- Strengths:
- Independent director with consistent leadership as Compensation Chair; committees comprised solely of independent directors .
- High engagement: 100% attendance across board and committees in FY2023 and FY2024; regular committee cadence (Audit 4–5x annually) .
- Ownership alignment: meaningful personal stake increasing YoY (1.00% → 1.22% → 1.32%); director pay includes substantial equity component .
- No related-party transactions above thresholds since July 1, 2023; reduces conflict risk .
- Committee uses external market data (Compensation Resources, Inc.) to calibrate director pay; supports pay reasonableness .
- Watch items / red flags:
- Board includes Company’s Corporate Counsel as a director (not Caton), which can raise independence optics; mitigated by key committees being fully independent .
- Limited external public board experience across NTWK’s board (0/5 in skill matrix), potentially constraining benchmarking and network effects .
Overall, Caton’s profile shows solid independence, strong attendance, and tangible ownership alignment, with a balanced cash/equity director compensation structure and no disclosed related-party conflicts .