Jonathan Mariner
About Jonathan Mariner
Jonathan Mariner (age 70) has served as an independent director of OneStream, Inc. (OS) since July 2020. He is founder and president of TaxDay, LLC; formerly CFO and CIO of Major League Baseball (2002–2016), interim head of Regional Sports Networks at Disney (2019), and CAO/Chief People Officer at Enjoy Technology (2020–2022). He holds a B.A. from the University of Virginia and an M.B.A. from Harvard Business School, and was previously a certified public accountant. His current Class III director term runs through 2027 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Major League Baseball | Chief Financial Officer; Chief Investment Officer | 2002–2016 | Senior finance leadership; capital allocation and oversight |
| The Walt Disney Company | Interim Head of Regional Sports Networks | 2019 | Transitional leadership for RSN divestiture integration |
| Enjoy Technology, Inc. | Chief Administrative Officer; Chief People Officer; Director | Dec 2020–Sep 2022 (public until 2022 sale) | Executive operations and HR leadership |
| Overtime Sports (digital sports platform) | Senior Advisor | 2019–2021 | Strategic advisory |
| TaxDay, LLC | Founder & President | —present | Founder/operator (tax residency software) |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Rocket Companies, Inc. | Director | Since Nov 2020 | Public company directorship |
| Five9, Inc. | Director | Since Jul 2023 | Public company directorship |
| Tyson Foods, Inc. | Director (former) | May 2019–Feb 2025 | Public company directorship (ended Feb 2025) |
Board Governance
- Committee assignments and chair roles: Mariner serves on OS’s Audit Committee; the committee is chaired by John Kinzer. Audit Committee met five times in 2024 .
- Independence: The board determined Mariner is independent under Nasdaq rules; 7 of 8 OS directors are independent .
- Attendance and engagement: The board met seven times in 2024; each incumbent director attended at least 75% of aggregate board and committee meetings during their service periods .
- Board structure/tenure: Class III director; current term expires in 2027 .
- Executive sessions: Corporate governance guidelines provide for at least two executive sessions of non‑employee directors per year .
- Governance context: OS is a “controlled company” (KKR majority voting power) but is not currently relying on related governance exemptions; KKR retains nomination and leadership appointment rights at certain ownership thresholds .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| 2024 Cash Fees (earned/paid) | $36,250 | Fees earned as an outside director in FY 2024 |
| Cash retainer policy (reference) | $35,000 director retainer; +$10,000 for Audit Committee members; +$20,000 for Audit Chair; paid quarterly and prorated | Outside Director Compensation Policy effective July 24, 2024 (some directors elected not to receive compensation) |
Performance Compensation
| Instrument/Grant | Grant/Date | Shares/Options | Exercise Price | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|---|
| IPO Option Grant (2024 Plan) | In connection with July 2024 IPO | 134,913 options | $20.00 | 1/16 vested Oct 23, 2024; then 1/16 quarterly, subject to service | Included in 2024 “Option Awards” (see below) |
| 2019 Plan Options (converted at IPO) | June 2024 | 50,000 options (originally OneStream Software LLC common unit options; converted 1:1 to Class A options at IPO) | Not disclosed | 25% on May 31, 2025; then 1/48 monthly, subject to service | Included in 2024 “Option Awards” (see below) |
| 2024 Director Option Awards (aggregate) | FY 2024 | — | — | — | $1,917,143 (ASC 718 fair value) |
| Option modification (ASC 718) | Jul 12, 2024 (removal of forfeiture provision) | — | — | — | $485,500 cumulative fair value adjustment for Mariner measured at modification date |
- Outstanding director equity at 12/31/2024: 184,913 Class A options outstanding (Mariner) .
- Director equity policy: For non-employee directors, initial RSU award valued at $400,000 (3-year annual vesting) and annual RSU awards at $200,000 (1-year vest) starting after the annual meeting; change-in-control provides full vesting of director equity awards .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | Rocket Companies (since Nov 2020); Five9 (since Jul 2023) |
| Prior public boards | Tyson Foods (May 2019–Feb 2025) |
| Interlocks | Company discloses no compensation committee interlocks or insider participation; committee members were independent and none served in reciprocal roles at other issuers in the past year |
Expertise & Qualifications
- Financial and operational expertise as former MLB CFO/CIO; prior CPA; MBA (Harvard) and BA (UVA) .
- Audit Committee member; board deems Audit members financially literate; Audit chaired by an Audit Committee Financial Expert (Kinzer) .
- Public company board experience across multiple industries (software, consumer, fintech) .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 27, 2025) | 71,707 Class A shares; 247,000 Class C shares; <1% of each class | Per Security Ownership table; “*” denotes <1% |
| Options exercisable (within 60 days of Mar 27, 2025) | 25,296 Class A options | Included in beneficial ownership per SEC rules |
| Options outstanding (12/31/2024) | 184,913 Class A options | Director equity awards outstanding |
| Hedging/Pledging | Prohibited for directors under the insider trading policy (no pledging; no hedging) |
Governance Assessment
- Independence and attendance: Independent director with ≥75% attendance; serves on Audit Committee, supporting board oversight of financial reporting and related‑party reviews—positive for governance quality .
- Alignment and incentives: 2024 director compensation was heavily equity‑oriented due to IPO‑related option grants and an ASC 718 modification; ongoing policy shifts to time‑vested RSU grants ($200k annually) favor retention rather than performance linkage—neutral for alignment, typical of post‑IPO boards .
- Change‑in‑control terms: Single‑trigger full vesting for non‑employee director equity upon a change in control can be viewed as shareholder‑unfriendly relative to double‑trigger structures—moderate caution flag .
- Conflicts/related parties: The proxy discloses several related‑party transactions (KKR relationships; DataSense and certain family employment), but none involve Mariner—no specific conflict flagged for him .
- Risk controls: Company prohibits hedging and pledging by directors; Audit Committee oversees related‑party transactions and compliance—positive signals for investor protection .
Director Compensation (FY 2024)
| Component | Amount | Source |
|---|---|---|
| Fees Earned or Paid in Cash | $36,250 | 2024 Director Compensation table |
| Option Awards (ASC 718 fair value) | $1,917,143 | 2024 Director Compensation table |
| Total | $1,953,393 | 2024 Director Compensation table |
Board Governance Details (Committees/Meetings)
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Member (Mariner) | 5 | Chair: John Kinzer; members meet Nasdaq independence and financial literacy standards; related‑party review authority |
| Board of Directors | Director (Class III) | 7 | Each incumbent director attended ≥75% of combined board/committee meetings |
RED FLAGS and Watch Items
- Single‑trigger vesting of director equity upon change in control (considered less shareholder‑friendly than double‑trigger) .
- Controlled company status (KKR) with nomination and leadership appointment rights; while OS isn’t relying on exemptions now, governance flexibility exists—monitor for future changes .
Notes on Items Not Disclosed
- No per‑director attendance percentages; only aggregate threshold (≥75%) disclosed .
- No director‑specific stock ownership guidelines are disclosed; policy summary not provided in the proxy .
- No related‑party transactions involving Mariner specifically were disclosed in the “Certain Relationships and Related Party Transactions” section .