Mark N. Schwartz
About Mark N. Schwartz
Independent director of Onfolio Holdings Inc. since March 2022; age 70 (2025 proxy). Background includes prior CEO/CFO and board roles across consumer, technology, media, and healthcare with deep M&A, corporate finance, SEC/GAAP and Sarbanes-Oxley risk management expertise. Education: BA in Economics & Political Science, Claremont McKenna College (1978); MBA, Harvard Business School (1980); UCLA Anderson Executive Education (Corporate Governance, 2015) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Bartell Drug Company | Director; Audit & Compensation Committees | Mar 2017–Jan 2021 | Led planning and implementation of sale to Rite Aid |
| Glass-Media Inc. | Director | Jan 2016–Dec 2019 | Advised on successful financing rounds |
| Specialty Commodities, Inc. | Director | Jan 2012–Dec 2015 | Consulted on positioning/strategy for sale to ADM |
External Roles
No current public company directorships disclosed for Mr. Schwartz in ONFO’s 2025 or 2024 proxy statements .
Board Governance
- Independence: Determined independent under Nasdaq and Exchange Act rules (June 2025 review) .
- Committees: Audit Committee member; Compensation Committee Chair .
- Committee activity: Audit Committee held 6 meetings in 2024; Compensation Committee held 4 meetings in 2024; Nominating & Corporate Governance held 2 meetings in 2024 . In 2023, Audit 2; Compensation 2; Nominating & Corporate Governance 2 .
- Board activity and attendance: Board met 12 times in 2024; all directors attended over 75% of Board/committee meetings (also 11 meetings and >75% attendance in 2023) .
- Independence structure: Combined CEO/Chair; no Lead Independent Director due to small board size .
- Insider trading policy: Prohibits hedging, shorting, options trading, margin/pledging without advance approval .
- Clawback: Incentive compensation recovery policy adopted; 2024 financial statement revisions did not trigger clawback (no performance-based pay) .
- Section 16 compliance: All officers/directors compliant in latest fiscal year .
Fixed Compensation (Director Fees)
| Metric | 2023 | 2024 |
|---|---|---|
| Standard independent director cash retainer | $5,000 per quarter | $5,000 per quarter |
| Audit Chair additional cash retainer | $2,500 per quarter (not applicable to Schwartz) | $2,500 per quarter (not applicable to Schwartz) |
| Mark N. Schwartz cash fees (reported) | $20,000 | $20,000 |
Performance Compensation (Director Equity and Incentives)
| Component | 2023 | 2024 |
|---|---|---|
| Annual director equity | 15,000 stock options; exercise price $1.27; 10-year term | No equity awards disclosed |
| Mark N. Schwartz reported option award grant-date fair value | $13,952 | — (none) |
| Performance metrics tied to director pay | Not disclosed; none indicated | Not disclosed; none indicated |
| Clawback applicability | Company adopted clawback for incentive compensation | Clawback in place; no recovery triggered (no performance-based exec pay) |
Notes: 2023 proxy states each independent director received 15,000 options (exercise price $1.27; 10-year term). No specific director equity grant in 2024. No director performance metrics disclosed .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Schwartz |
| Prior public/private boards | Bartell Drug; Glass-Media; Specialty Commodities |
| Interlocks with ONFO competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Financial, audit, and risk: Extensive SEC GAAP, Sarbanes-Oxley, financial reporting, IPO, M&A, and corporate finance experience; service on multiple audit and compensation committees .
- Strategic/M&A execution: Led or advised on successful exits (Rite Aid acquisition of Bartell; ADM acquisition of Specialty Commodities) .
- Education/Governance training: MBA (HBS), UCLA Anderson Corporate Governance Executive Education .
Equity Ownership
| Holder | Shares Beneficially Owned | Composition | % of Class |
|---|---|---|---|
| Mark N. Schwartz (Director) | 15,700 | Includes 700 common shares and 15,000 immediately exercisable options | <1.0% |
Additional ownership/pledging context:
- Company policy prohibits short sales, derivatives, and pledging/margining of company stock without approval; applies to directors .
- Section 16 filings: All officers/directors current in latest fiscal year .
Governance Assessment
-
Strengths and positive signals:
- Independent director; serves as Compensation Committee Chair and Audit Committee member; committees composed entirely of independent directors .
- Active oversight: Audit Committee activity increased in 2024 (6 meetings) amid auditor transition and financial statement revisions; Board met 12 times; attendance >75% .
- Conservative director pay: Low cash retainer ($20k in 2024) and no 2024 equity grants; 2023 option grant aligns incentives with shareholders without cash risk .
- Risk controls: Hedging/pledging prohibitions; clawback policy adopted; related-party transactions overseen by Audit Committee; no director-related RPTs disclosed .
-
Watch items / potential concerns:
- Combined CEO/Chair with no Lead Independent Director given small board—can concentrate authority; continued reliance on strong committee leadership, including Schwartz’s chair role, is essential .
- Auditor transition from BF Borgers (barred by SEC) to Astra underscored need for rigorous audit oversight; increased committee activity in 2024 is appropriate but should be sustained .
- Attendance disclosure is threshold-based (>75%) rather than precise per-director metrics, limiting visibility into individual engagement levels .
Overall, Schwartz’s audit/compensation expertise, prior exit execution, and low, equity-aligned director pay support investor confidence in board oversight and pay discipline; the primary governance risk remains the combined CEO/Chair structure without a lead independent role, which elevates the importance of his continued independence and committee rigor .