Mitchell Garber
About Mitchell Garber
Independent director (Age 60) serving since 2016; Class II director up for re‑election at the 2025 annual meeting. Garber is Chair of Rackspace’s Compensation Committee and a member of the Nominating & Corporate Governance Committee, with a background as CEO of Caesars Acquisition Company (2013–2017), and current Chairman of Invest in Canada; he holds a BA (McGill), JD and honorary doctorate (University of Ottawa), and was awarded the Order of Canada in 2019 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caesars Acquisition Company | Chief Executive Officer | 2013–2017 | Built an Israel-based mobile games business sold in 2016 for ~$4.4B to a consortium including Giant Interactive and Jack Ma . |
| Apollo Strategic Growth Capital | Director (prior) | Not disclosed | SPAC board; capital markets and M&A exposure . |
| Artisan Acquisition Corp. | Director (prior) | Not disclosed | SPAC board; transaction oversight . |
| Finnovate Acquisition Corp. | Director (prior) | Not disclosed | SPAC board; deal evaluation . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Invest in Canada (Gov’t agency) | Chairman of the Board | Current | Federal agency responsible for foreign direct investment in Canada . |
| Lanvin (French fashion house) | Board member, co-investor | Current | Private company board . |
| Shutterfly Inc. | Board member, co-investor | Current | Private company board . |
| Seattle Kraken (NHL) | Minority owner | Current | Ownership interest; team controlled by David Bonderman . |
Board Governance
- Director independence: Board determined Garber is independent under SEC and Nasdaq rules .
- Committee assignments:
- Compensation Committee: Chair (appointed Jan 15, 2025); members include Jeffrey Benjamin and Apollo-affiliated Aaron Sobel .
- Nominating & Corporate Governance Committee: Member .
- Board structure: Controlled company under Nasdaq due to Apollo owning ~54.6% voting power; board utilizes controlled company exemptions (majority independence not required, committees may include non-independent members) .
- Attendance and engagement: Board met 4 times in FY2024; each incumbent director attended ≥75% of board/committee meetings; all directors attended the 2024 annual meeting .
- Lead Director: Shashank Samant serves as Lead Director (appointed Nov 2022), enhancing independent oversight .
- Executive sessions: Non-management directors meet in executive session regularly .
Fixed Compensation
| Component (FY2024) | Amount/Detail | Notes |
|---|---|---|
| Cash fees earned | $86,250 | Garber elected equity in lieu of cash for Q1 and Q2 2024, then resumed cash; elective equity grants on Jan 2 (17,748 shares) and Apr 1 (15,549 shares) . |
| Stock awards (RSUs + elective equity) | $188,398 | Aggregate grant date fair value per ASC 718 . |
| Total director compensation | $274,648 | FY2024 total . |
| Annual RSUs granted | 51,948 units | Determined by $200,000 ÷ $3.85; unvested RSUs scheduled to vest June 20, 2025 . |
Fiscal 2025 policy changes (effective Jan 1, 2025) impacting Garber as Compensation Chair:
- Compensation Committee Chair annual fee: $20,000; member fees: $15,000; removal of prior restriction limiting directors to one additional annual retainer; revised Non-Executive Chair retainers and Executive Committee fees .
Performance Compensation
Directors do not receive performance-based pay; equity is primarily time-based RSUs and elective equity (immediately vested). No director-specific performance metrics are disclosed or used for director compensation .
| Component | Performance Metric | Vesting |
|---|---|---|
| Annual RSUs | N/A | Time-based; annual grant, vest per award terms . |
| Elective equity (in lieu of cash) | N/A | Immediately vested upon grant . |
Other Directorships & Interlocks
| Entity | Type | Interlock/Note |
|---|---|---|
| Apollo Board Nominee | Sponsor designation | Garber is one of Apollo-nominated directors alongside Benjamin, Mahidhar, Sobel, reflecting sponsor influence in board composition . |
| Apollo control rights | Investor rights | Apollo retains consent rights over significant actions while owning ≥33% of outstanding shares . |
Expertise & Qualifications
- Business-building and leadership experience across gaming, consumer, and technology; public company board exposure (SPACs) .
- Education: BA (McGill), JD and honorary doctorate (University of Ottawa); Order of Canada (2019) .
- International investment and governance expertise (Chairman, Invest in Canada) .
Equity Ownership
| Category | Amount | Detail/Status |
|---|---|---|
| Total beneficial ownership | 538,389 shares | <1% of shares outstanding (cutoff: 237,388,710 outstanding at record date) . |
| Direct/indirect holdings | 240,000 shares | Held by 9531602 Canada Inc., controlled by Garber . |
| Options (exercisable) | 68,148 | Vested, exercisable options . |
| Unvested RSUs (12/31/2024) | 51,948 | Scheduled to vest June 20, 2025 . |
| Hedging/pledging | Prohibited | Company policy prohibits hedging, pledging, short sales, and derivatives in company securities . |
| Director ownership guideline | $350,000 minimum | Must attain within 4 years and maintain; compliance status not disclosed . |
Governance Assessment
-
Positives:
- Independent director with deep CEO and deal experience; Chair of Compensation Committee and NC&G member, suggesting active governance engagement .
- Material equity alignment: 538,389 shares/units/options combined; elected equity in lieu of cash in early 2024; subject to ownership guidelines and anti-hedging/pledging policy .
- Attendance reliability: ≥75% meeting attendance; full board attendance at annual meeting .
- Use of independent compensation consultant (Korn Ferry) for executive and director compensation benchmarking .
- Company say-on-pay support at 84.5% in 2024 indicates acceptable compensation practices perception (context for Compensation Committee oversight) .
-
Risks/RED FLAGS:
- Controlled company governance: Apollo holds ~54.6% with rights to nominate directors (including Garber) and consent over major actions; committees may include non-independent members (e.g., Compensation Committee includes Apollo-affiliated Sobel) .
- Potential perception of sponsor influence on pay decisions due to committee composition and Apollo nomination status, requiring robust disclosure and process rigor to mitigate conflicts .
- No disclosed related-party transactions since FY2024, but ongoing investor rights arrangements underscore structural conflicts to monitor .
-
Process/Policies:
- Related-person transactions governed by Audit Committee policy with pre-approval and periodic review procedures .
- Executive sessions of non-management directors held regularly .
Overall, Garber brings substantive operating and investment governance expertise and shows alignment through equity and engagement. The principal governance risk is sponsor control and Apollo-linked board/committee composition; transparent processes and independent benchmarking (plus adherence to anti-hedging and ownership guidelines) partially mitigate investor concern .