Mark Schwarz

About Mark E. Schwarz

Mark E. Schwarz, 65, has served on RAVE’s board since 2004 and is Chairman of the Board. He is Chairman, Chief Executive Officer, and Portfolio Manager of Newcastle Capital Management, L.P., which he founded in 1993. He also chairs Hallmark Financial Services, Inc. and is Executive Chairman of Wilhelmina International, Inc. . The company states all current directors are “independent” under Nasdaq rules, except Mr. Schwarz is not considered independent solely for Audit Committee independence requirements .

Past Roles

External Roles

Board Governance

• Independence and structure: The company asserts all current directors are independent under Nasdaq rules; however, Mr. Schwarz is not independent for Audit Committee purposes. Independent directors meet at least twice annually; RAVE separates the CEO and Chairman roles .
• Attendance and meetings: The Board met 4 times in FY2025; all current directors attended at least 75% of Board and committee meetings; three of four directors attended the last annual meeting .
• Committee assignments (FY2025):

• Committee meeting frequency (FY2025): Audit 4; Compensation 1; Nominating & Governance 0 .

Governance implications:

• Concentration of power: Mr. Schwarz is Chairman, chairs both Compensation and Nominating & Governance, and controls the largest shareholder (Newcastle), which may reduce independence perceptions, even though the company asserts independence status under Nasdaq rules .
• Process signal: Nominating & Governance Committee held no meetings in FY2025, which could indicate limited formal governance activity .

Fixed Compensation

• Director pay program: Chairman retainer $23,000; other non-employee directors $17,000. Meeting fees: $1,000 per Board meeting; $250 per committee meeting; reasonable expenses reimbursed .

Performance Compensation

• Equity opportunity: Non-employee directors are (or will be) eligible under the 2015 LTIP/2025 LTIP. Policy authorizes an automatic annual option grant equal to 2 option shares for each share personally purchased in the prior fiscal year (excludes option exercises), up to 40,000 options; exercise price at market, first exercisable after one year, 10-year term. No director stock options were granted in FY2025; as of June 29, 2025, Mr. Schwarz held 80,000 unexercised options .
• 2025 LTIP guardrails: Prohibits repricing without shareholder approval . Change-in-control: all options/rights vest and all restricted stock/RSUs fully vest for employees and directors at change-in-control .

Not disclosed: Performance metrics for director equity; clawback policy for directors; hedging/pledging policy .

Other Directorships & Interlocks

Expertise & Qualifications

• Investment and governance expertise: 30+ years leading Newcastle Capital Management; broad board experience; significant direct and indirect shareholdings in RAVE .
• Audit committee eligibility: Not independent for Audit Committee under applicable standards; does not serve on Audit Committee .
• Audit Committee Financial Expert on the board: Mr. Hammett designated; not Mr. Schwarz .

Equity Ownership

Ownership alignment implications:

• Very high insider alignment via 22%+ beneficial ownership; also presents control risk and potential conflicts given simultaneous chair and committee chair roles .

Governance Assessment

Key findings

• Independence and control: While the proxy states all directors meet Nasdaq independence standards (with Mr. Schwarz non-independent solely for Audit Committee standards), Mr. Schwarz’s role as Chairman, his chairmanship of both Compensation and Nominating & Governance Committees, and his control over the 22%+ Newcastle stake concentrate power and may impair perceived board independence and minority shareholder protections .
• Committee activity: Nominating & Governance Committee held zero meetings in FY2025, a process red flag given its responsibilities for board refreshment and governance oversight. Compensation Committee met once, which may be modest relative to its remit .
• Pay alignment: Director compensation is modest and mostly cash (no FY2025 equity grants). The purchase-matching option policy can encourage directors to buy stock, aligning interests, but did not result in FY2025 grants. Mr. Schwarz’s existing 80,000 options and significant ownership further align, though they also reinforce control .
• Related party exposure: The proxy highlights Mr. Schwarz’s control structure (Schwarz Trust → NCMS → NCG → NCM → Newcastle Partners). The “Certain Related Party Transactions” section describes this control but does not disclose specific related-party transactions for FY2025. The Audit Committee oversees related-party terms .

RED FLAGS

• Chairman and controlling shareholder also chairs Compensation and Nominating & Governance committees (concentration of authority; independence optics) .
• Nominating & Governance Committee held no meetings in FY2025 (process weakness) .

Mitigating factors

• Separation of CEO and Chair roles; independent directors meet in executive session at least twice annually; presence of an Audit Committee Financial Expert (Hammett) and independent Audit Committee membership .
• Prohibition on option repricing and full acceleration on change-in-control provide investor-friendly and transparent plan mechanics .

Notes on disclosure gaps

• No disclosure of director-specific clawback, hedging/pledging policies, or director ownership guidelines; no director equity grants in FY2025; no Form 4 insider trade detail in the proxy; Section 16(a) compliance reported as timely for insiders .