Mark Mullen

About Mark Mullen

Mark Mullen (age 60) was appointed as a Class II director of Outbrain Inc. (ticker: OB) on March 12, 2025, designated by Altice Teads under the Stockholders Agreement related to the Teads acquisition; his current term runs to the 2026 Annual Meeting . He is deemed independent under Nasdaq rules per both the Board’s April 2025 review and the March 13, 2025 8-K . Mullen is Audit Chair of Altice USA (NYSE: ATUS) and co-founder/Managing Director of Bonfire Ventures; prior roles include Managing Partner at Double M Partners, founder of Mull Capital, COO/Economic Policy lead for the City of Los Angeles, senior partner at Daniels & Associates (cable/broadband M&A), and Managing Director at RBC Capital Markets . He holds a BSBA cum laude from the University of Denver (1986) and an MBA in international business from Thunderbird (1992) .

Past Roles

External Roles

Board Governance

• Appointment and class: Appointed March 12, 2025 as a Class II director; term through the 2026 Annual Meeting .
• Independence: Board determined Mullen is independent under Nasdaq listing standards in April 2025; also affirmed in his appointment 8-K .
• Committee assignments at OB: As of the 2025 proxy, Mullen does not serve on Audit, Compensation, or Nominating & Corporate Governance Committees (no committee seats listed under his name) .
• Board/committee meeting cadence and attendance: In 2024 the Board met 15 times; all then-serving directors attended ≥75% of their meetings; independent directors hold periodic executive sessions. Mullen joined in March 2025, so 2024 attendance does not apply .
• Lead director context: Independent directors selected Shlomo Dovrat as Lead Director in 2025, providing additional independent oversight with a non‑independent Chair .

Fixed Compensation

• Program eligibility and structure for non-employee directors (applies to Mullen per 8-K):
  • Onboarding RSU award: $250,000 value, capped at 30,000 RSUs; vests quarterly over 3 years .
  • Annual RSU award: $175,000 value, capped at 20,000 RSUs; vests quarterly over 3 years .
  • Cash retainers: $40,000 annual for directors; Board Chair receives $80,000 instead of the $40,000 .
  • Committee retainers: Audit member $10,000 + Chair additional $10,000; Compensation member $7,500 + Chair additional $7,500; Nominating member $3,000 + Chair additional $3,000 .
  • Directors may decline compensation via written notice .
• 2024 compensation received: None; Mullen joined in March 2025 and did not receive 2024 compensation .

Performance Compensation

• Director awards are time-based RSUs; no performance-linked metrics (TSR, revenue, EBITDA, ESG) are disclosed for non-employee director compensation at OB .
• The company’s Clawback Policy is administered by the Compensation Committee, but is described in the context of executive/employee compensation programs, not director pay .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit/financial oversight: Audit Chair at Altice USA; Board determined audit committee independence and financial literacy for committee members broadly; Mullen’s audit experience comes via ATUS .
• Corporate strategy, operations, finance, and M&A: Deep background in investment banking (Daniels & Associates; RBC Capital Markets) and operating roles (City of Los Angeles) .
• Venture investing: Leads venture funds (Bonfire, Double M, Mull Capital) with ~$1B under management, focused on B2B software, security, internet/media .
• Education: BSBA (University of Denver); MBA (Thunderbird) .

Equity Ownership

• Ownership calculation basis: 94,293,190 shares outstanding as of March 31, 2025 .
• Hedging policy: Directors are prohibited from hedging/offsetting transactions, short sales, and certain options trading in company securities under the Insider Trading Policy .
• Pledging: No pledging disclosed for Mullen; the proxy notes a pledge by another director, but not by Mullen .

Governance Assessment

• Independence and conflicts: Board explicitly determined Mullen is independent (April 2025) despite his designation by a significant stockholder and his Altice USA role; 8-K confirms no related-party transactions requiring Item 404(a) disclosure beyond the Stockholders Agreement. This supports investor confidence on independence, albeit with a structural interlock to monitor .
• Committee engagement: As of the proxy, he holds no OB committee seats; his external audit chair role signals strong financial oversight expertise, but lack of immediate committee assignment at OB may delay direct governance impact inside the company .
• Compensation alignment: OB’s director pay skews heavily to equity (onboarding and annual RSUs) with modest cash retainers, aligning incentives with shareholders; Mullen did not earn 2024 compensation given his March 2025 start, and his ownership was not yet reported as of March 31, 2025, so ongoing equity vesting will be important for alignment .
• Attendance and engagement: 2024 attendance metrics do not apply to Mullen; track 2025 attendance once disclosed to verify engagement levels .
• RED FLAGS to monitor:
  • Significant stockholder designation/interlock: Altice Teads’ right to designate Mullen (and Goei) and Altice-related transactions (even if immaterial) can present perceived influence risks; continued disclosure and committee recusal practices should be monitored .
  • Low current ownership: No beneficial ownership reported as of March 31, 2025; observe onboarding/annual RSU grants and vesting to assess alignment over time .
• Positive signals:
  • Audit chair experience at ATUS enhances board-level oversight capacity .
  • Robust insider trading and hedging restrictions, plus a clawback policy overseeing compensation recovery, reflect sound governance controls .