Mark Hutchins
About Mark R. Hutchins
Mark R. Hutchins (age 63) has served as an independent director of Old Market Capital Corporation since October 2021. He spent 37 years at KPMG in audit and advisory leadership roles, including Managing Partner of the Pacific Southwest region (2006–September 2020), and served on KPMG’s Board as chair of both the Compensation and Audit Committees . He is designated by OMCC’s Board as an Audit Committee financial expert and is independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG | Managing Partner, Pacific Southwest region | 2006–Sep 2020 | Led teams across eight offices, audit/advisory oversight |
| KPMG | Leader, West Coast advisory practice | Not disclosed | Senior relationship partner across financial services and technology |
| KPMG Board of Directors | Director; Chair of Compensation Committee and Audit Committee | Not disclosed | Governance, audit oversight, comp policy leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various non-profit boards | Director | Not disclosed | Multiple significant non-profit boards (not itemized) |
Board Governance
- Committees: Audit Committee Chair; member, Nominating/Corporate Governance Committee .
- Independence: Board determined Hutchins is independent under NASDAQ rules; also Audit Committee financial expert .
- Attendance: During FY ended March 31, 2025, Board met 4x; Audit Committee 4x; Compensation Committee 1x; Nominating/Corporate Governance Committee 1x; each incumbent director attended at least 75% of applicable meetings; all directors attended the 2024 Annual Meeting .
- Anti-hedging: Company policy prohibits hedging transactions in OMCC securities .
Fixed Compensation
| Component | FY 2025 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $27,500 | Director cash fees as reported in Director Compensation table |
| Annual cash retainer policy | $45,000 | Chair of each standing committee receives an additional $10,000 |
| Meeting fees policy | $1,000 per non-ordinary course meeting; $750 telephonic | Calculated separately for Board and each committee |
Performance Compensation
| Equity Award | FY 2025 Grant-Date Fair Value | Award Type | Vesting | Change-of-Control Treatment |
|---|---|---|---|---|
| Director stock awards | $47,500 | Restricted stock (per director program) | Generally, annual RS awards of $20,000; directors joining mid-year receive pro-rated awards vesting at next annual meeting; note: proxy states no annual RS awards were granted in FY 2025 | Restricted stock vests in full immediately prior to change of control; awards treated same as employees |
- No performance metrics tied to director compensation were disclosed (e.g., TSR or EBITDA hurdles for director equity) .
Other Directorships & Interlocks
| Company/Organization | Public Company? | Role | Interlock/Conflict Considerations |
|---|---|---|---|
| KPMG Board of Directors | No (partnership) | Director; Chair of Compensation & Audit Committees | OMCC’s auditor is Forvis Mazars (not KPMG), reducing potential audit-firm conflict risk |
| Non-profit boards | No | Director | Not itemized; no related-party transactions disclosed tied to Hutchins |
Expertise & Qualifications
- 37 years in audit and advisory at KPMG; senior leadership and multi-office management experience .
- Audit Committee financial expert designation and independence under NASDAQ rules .
- Board believes his audit/consulting experience qualifies him for OMCC’s Board given its business and structure .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 14,471 |
| Ownership as % of shares outstanding | Less than 1% (outstanding shares: 6,753,625) |
| Shares outstanding (Record Date: July 14, 2025) | 6,753,625 |
| Pledged shares | Not disclosed |
| Options held | None disclosed for directors in FY 2025 (option awards reported as “—”) |
Insider Trading & Section 16 Compliance
| Event | Transaction Date | Filing Date | Notes |
|---|---|---|---|
| Late Form 4 (grant of OMCC Common Stock) | June 6, 2024 | December 18, 2024 | Filed late; company disclosed inadvertent late filings for several insiders |
Governance Assessment
- Strengths: Independent director; Audit Committee Chair; Audit Committee financial expert; solid attendance; anti-hedging policy; no related-party transactions disclosed involving Hutchins; external audit independence managed by Forvis Mazars with pre-approval processes .
- Alignment: Holds 14,471 OMCC shares, indicating some alignment; director equity grants part of compensation mix .
- RED FLAGS:
- Late Section 16 filing (Form 4) for a June 2024 grant filed in December 2024; modest compliance lapse to monitor .
- Company’s CEO also serves as Board Chair, which can weaken independent oversight dynamics; places greater responsibility on Audit and Governance committee chairs (including Hutchins) to ensure robust checks and balances .
- Conflicts: No related-party transactions tied to Hutchins disclosed; OMCC’s disclosed related-party items pertain to Amplex/Red Bug arrangements with President Mark Radabaugh, not Hutchins .
Implications: Hutchins’ audit pedigree and committee leadership support board effectiveness in financial oversight. The single late Form 4 is a minor compliance issue; combined CEO/Chair structure raises the importance of independent directors’ engagement—areas where Hutchins’ role as Audit Chair is particularly consequential .