Mark Silver

About Mark Silver

Mark Silver, age 65, is a Class I independent director of SpringBig Holdings (SBIG), appointed May 10, 2024 under the January 2024 Director Nomination Agreement with Shalcor Management, Inc. and Lightbank II, L.P. . He is President of Optus Capital Corporation, Chairman/CEO of Eddy Smart Home Solutions Ltd., a co‑founder of Direct Energy Marketing (sold to Centrica PLC in 2000), and former CEO/founding partner of Universal Energy (sold to Just Energy Group Inc. in 2009); education is not disclosed . The Board determined all directors other than CEO Jeffrey Harris are independent under Nasdaq rules (even though SBIG trades on OTC), and Mr. Silver’s tenure began in 2024 .

Past Roles

External Roles

Board Governance

• Independence: Board determined all directors except Mr. Harris are independent under Nasdaq rules; Silver is independent .
• Committee memberships: Audit Committee comprises Marc Shiffman and Sergey Sherman; chair is Sherman. Silver is not on the Audit Committee. Compensation and Nominating/Governance committees were abolished September 1, 2023 after Nasdaq delisting .
• Attendance and engagement: Board met 4 times in 2023 and 7 times in 2024; Audit Committee met 3 times in 2023 and 4 times in 2024; each director attended at least 75% of applicable meetings in 2023 and 2024 .
• Lead Independent Director: Marc Shiffman serves as Lead Independent Director and is leading CEO/CFO transition processes .

Fixed Compensation

SBIG did not compensate board members for FY2024 or thereafter. Silver, appointed May 10, 2024, received no cash retainer, meeting fees, chair fees, or director equity grants in 2024+ .

Historical framework (context only): In 2022–2023, SBIG’s post‑combination policy contemplated $75,000 cash retainer + annual 25,000 RSUs and committee fees; but the 2025 proxy states no director compensation was paid for FY2024 or thereafter .

Performance Compensation

No director performance‑based compensation (PSUs, options, or performance cash) is disclosed for FY2024+; SBIG’s Non‑Employee Director Compensation Limit exists but does not imply performance metrics .

Other Directorships & Interlocks

• Investor‑director nexus: Silver’s appointment was pursuant to the January 23, 2024 Nomination Agreement with Shalcor and Lightbank II; he is President of Shalcor, an investor holding convertible notes and term notes; Lightbank’s Matt Sacks also joined the board via the agreement .
• Financing interlock: Company’s $8.0M notes financing closed Jan 23, 2024; release notes state Silver/Optus were among lead investors; Silver was appointed May 10, 2024 .

Expertise & Qualifications

• Strategic/operator credentials from scaling and exiting energy marketers (Direct Energy, Universal Energy) and leading Eddy Smart Home Solutions; long‑tenured investor at Optus (23+ years) .
• Financial literacy expected of directors; Audit Committee members (not Silver) meet SOX/Nasdaq requirements; chair qualifies as financial expert .

Equity Ownership

• Total common shares outstanding at record date: 46,315,018 (Jan 29, 2025) .
• Vested vs unvested director equity, options, pledging/hedging: not disclosed for Silver (no director equity grants in 2024+) .

Related Party Transactions and Conflicts

• Notes financing (Jan 23, 2024): Shalcor purchased $2.8M of 8% Convertible Notes and $0.7M of 12% Term Notes; Silver joined the board May 10, 2024 pursuant to investor nomination rights .
• Beneficial ownership concentration: Silver’s beneficial stake via convertible notes equates to 29.9%, indicating significant influence; Board nevertheless deems him independent .
• Governance change: Comp and Nominating/Governance committees abolished after Nasdaq delisting, centralizing governance at full Board and Audit Committee .
• Other related‑party items: Family employment and small prior services to InteQ relate to CEO Harris, not Silver; included for broader governance context .

Say‑on‑Pay & Shareholder Feedback (Voting Outcomes)

SBIG’s March 28, 2025 Annual Meeting results (no say‑on‑pay proposal):

• Director election: Marc Shiffman elected with 15,916,865 For; 580,182 Withheld; 9,869,749 broker non‑votes .
• Auditor ratification (Withum): 26,321,455 For; 45,008 Against; 333 Abstain .
• Reverse split authorization: 26,042,740 For; 324,056 Against; 0 Abstain .

Governance Assessment

• Alignment signals:

  • Significant beneficial ownership (29.9%) via Shalcor aligns Silver’s economic interests with shareholders, potentially increasing engagement and oversight .
  • High shareholder support for auditor ratification and reverse split indicates confidence in Board’s capital structure actions amidst OTC trading constraints .
  • Board attendance at or above 75% thresholds and active Audit Committee oversight support baseline governance effectiveness .

• Potential conflicts and red flags:

  • Investor nomination rights plus concentrated ownership create influence risk; independence determination may be challenged by Silver’s dual role as Shalcor President and director (RED FLAG: investor‑director interlock) .
  • The abolition of Compensation and Nominating/Governance committees reduces specialized oversight over pay and director nominations; this centralization warrants monitoring (RED FLAG: committee structure weakness) .
  • Company disclosed material weaknesses in internal controls (historical); continued remediation should be tracked through Audit Committee reporting .

• Compensation governance:

  • No director compensation in FY2024+ removes financial conflicts from cash/equity grants but may hinder recruitment/retention of independent directors; historic framework (retainer + RSUs) is dormant .

• Committee assignments and expertise:

  • Silver does not serve on Audit; board maintains Audit Committee with a financial expert chair (Sherman) and Lead Independent Director (Shiffman) leading CEO/CFO transitions—positive for oversight continuity .

Overall: Silver brings operator/investor expertise and a large aligned stake. The principal governance risk is investor‑director influence via the Nomination Agreement and convertible note ownership. Strengthening independent committee structures (especially for compensation and nominations) and transparent related‑party oversight would mitigate this risk while preserving the benefits of engaged capital.

Appendix: Director Compensation Policy History (Context)

• Post‑combination policy contemplated $75,000 annual cash retainer, 25,000 RSUs per year, and committee retainers for Audit ($17k chair/$6k member), Compensation ($10k/$3.5k), Nominating ($9k/$3k), with RSUs vesting over three years .
• As of the 2025 proxy, SBIG paid no director compensation for FY2024 or thereafter (applies to Silver’s tenure begun May 2024) .