Kendall Marin

About Kendall Marin

President, Chief Operating Officer, and Director of Pineapple Financial Inc. (PAPL) since October 16, 2015; age 48; tenure ~10 years . Career spans entrepreneurship, Bell (Associate Director), and mortgage brokerage (InTrend Mortgage; Property Guys), with a focus on scaling operations and proprietary CRM platform development . Company performance in Kendall’s current period shows mortgage originations of $690.002M for the six months ended February 28, 2025 (+17.61% YoY) and improved net loss of $1.166M versus $1.541M prior-year period . Management disclosed “going concern” considerations and reliance on external financing, relevant for compensation alignment and retention risk .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

No disclosed annual bonus scorecard, PSU/TSR metrics, or weighting/targets in proxies; Kendall participates in a management incentive program per SPA Amendment, but terms are not detailed in filings .

Equity Ownership & Alignment

• Stock ownership guidelines, pledging/hedging policies, and director stock requirements are not disclosed in proxies .
• Director cash retainers generally not paid (exceptions for other directors), underscoring equity-heavy alignment at board level; Kendall’s compensation is via executive pay, not director fees .

Employment Terms

• Employment agreement to be executed (per SPA Amendment) with: salary/bonus consistent with prior compensation; reimbursement of reasonable expenses; customary benefits; six months’ salary and benefits upon termination without cause; covenants on IP ownership, non-solicit, confidentiality; participation in management incentive program (Exhibit A to SPA Amendment). Change-of-control economics and triggers are not disclosed .
• Non-compete, garden leave, time-to-compete scope not disclosed; no tax gross-ups or clawback policy disclosure in proxies .

Board Governance

• Board service: Director since October 16, 2015 .
• Committee roles: Not listed on Audit, Compensation, or Nominating & Corporate Governance Committees (these are fully independent: Baron, Green (Chair), Giannoukakis) .
• Independence: Kendall is an executive (non-independent); majority of board is independent per NYSE American requirements .
• Meeting attendance rate, executive session frequency, lead independent director: not disclosed .

Director Compensation

Performance & Track Record (Company context during Kendall’s tenure)

• Mortgage originations (6 months ended Feb 28, 2025): $690.002M (+17.61% YoY); net loss improved to $1.166M from $1.541M .
• Financing dependency: “going concern” considerations; reliance on capital markets instruments (EPA and registered offerings) to fund growth, relevant to equity grant overhang and dilution .

Compensation Structure Analysis

• Year-over-year reduction in base cash compensation (FY 2023 → FY 2024) suggests tightening cash pay against a backdrop of financing needs; no annual bonus disclosure (implies heavier tilt to fixed cash + outstanding equity) .
• Shift to RSUs (nil exercise price) and new at-market option grants in 2025 indicates partial rebalancing from legacy high-strike equity to more realizable equity (post-reverse split capital actions), potentially reducing risk of underwater awards and improving retention .
• No disclosed performance metric targets (EBITDA/Revenue/TSR) tied to payouts; presence of a management incentive program without public terms adds uncertainty on pay-for-performance alignment .

Risk Indicators & Red Flags

• Company “going concern” status and reliance on equity facilities (EPA; registered offerings) raises dilution risk and possible pressure to monetize newly vested RSUs/options by insiders; actual Form 4 activity not covered in proxies .
• Dual-role implications: Executive + Director (non-independent) requires robust independent committee oversight; committees are independent which mitigates, but board attendance/executive session detail is not disclosed .
• No clawback, pledging/hedging policies disclosed; change-of-control terms not disclosed .

Compensation Peer Group, Say-on-Pay & Shareholder Feedback

• Compensation peer group, target percentiles, and changes over time: not disclosed in proxies .
• Say-on-Pay proposal was included in 2024 annual meeting (frequency vote also included), but outcomes and follow-up responses are not provided in these filings .

Expertise & Qualifications

• Deep operating background in mortgage brokerage and platform scaling; executive leadership across operations and technology enablement (Pineapple+ CRM) .
• Formal education not disclosed; industry recognition noted; role spans operations, process optimization, and network expansion .

Equity Vesting & Insider Selling Pressure

• 12,638 RSUs became exercisable July 16, 2025 (nil exercise price), a near-term vesting event potentially increasing liquidity pressure; new options/warrants present staggered exercise profiles .
• Beneficial ownership remained significant at ~11–12% across 2025 snapshots, indicating material “skin-in-the-game” alignment; pledged shares not disclosed .

Employment Terms (Detailed Table)

Investment Implications

• Alignment: High personal ownership (~11–12%) and multiple equity instruments suggest strong alignment; however, lack of disclosed performance metrics, clawbacks, and ownership guidelines reduces transparency on pay-for-performance .
• Retention: The introduction of realizable RSUs and at-market options in 2025 supports retention amid prior underwater legacy awards; severance at six months is modest, indicating limited forced retention economics .
• Trading signals: July 2025 RSU vesting and ongoing capital raises increase potential insider selling pressure; monitor Form 4s around vesting, registered offerings, and reverse split events to assess supply overhang .
• Governance: Dual executive-director role is offset by independent committees; continued disclosure gaps (attendance, executive sessions, change-of-control terms) warrant cautious governance assessment .