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Felix Marx

Independent Director at SOCKET MOBILESOCKET MOBILE
Board

About Felix Marx

Felix Marx (age 58) is an independent director nominee to Socket Mobile’s Board for election at the June 4, 2025 annual meeting; the Board has determined he is independent under Nasdaq rules. He brings 20+ years of global leadership in identity management, financial services, and telecommunications, including EVP/CEO roles at Trūata, executive roles at Mastercard (EVP Services, Asia Pacific), and CEO roles at Pinpoint, C‑Sam, and Identive Group; earlier roles were at NXP, Philips Semiconductors, Global One, and Ericsson. His education includes electrical engineering (Technical Academy in Vienna), a postgraduate degree in Business Administration (University of Commerce, Vienna), and a Master of Advanced Studies in Knowledge Management (Danube University, Austria) .

Past Roles

OrganizationRoleTenureCommittees/Impact
C‑Sam, Inc.CEO & PresidentNot disclosedLed mobile payments and identity solutions; executive leadership credentials
Identive GroupCEO & PresidentNot disclosedLed identity management company; executive leadership credentials
Pinpoint (Mastercard-acquired)CEONot disclosedCommerce/loyalty services; integration within Mastercard Services
NXP SemiconductorsGeneral managementNot disclosedIdentity/NFC ecosystem experience
Philips SemiconductorsGeneral managementNot disclosedSemiconductors operations background
Global One TelecommunicationsGeneral managementNot disclosedTelecom operations background
EricssonGeneral managementNot disclosedTelecom operations background

External Roles

OrganizationRoleTenureCommittees/Impact
TrūataEVP & CEO; DirectorNot disclosedAdvanced consumer data rights under GDPR; privacy-enhancing analytics
MastercardEVP, Services, Asia PacificNot disclosedLed go‑to‑market and regional growth across service products
NFC ForumFounding roleNot disclosedIndustry standards/org leadership for NFC
Multiple technology companiesBoard memberNot disclosedTechnology governance experience (organizations not enumerated)

Board Governance

  • Independence: All nominees except CEO Kevin Mills and CFO Lynn Zhao satisfy Nasdaq independence; Marx is identified by the Board as an independent nominee .
  • Committee assignments: Audit, Nominating, and Compensation committees exist; assignments for the new Board (post‑election) will be reviewed at the first Board meeting, so Marx’s committee roles are not yet set .
  • Current committee structure (2024): Audit—Bass (Chair), Parnell, Lazarev; Nominating—Bass (Chair, committee-of-the-whole among independent directors); Compensation—Parnell (Chair), Lazarev, Hartmann (not seeking re‑election) .
  • Board activity and engagement: The Board held five meetings in 2024; independent directors met in executive session at all Board meetings; each director attended at least 75% of Board/committee meetings (Marx not yet on Board in 2024) .
  • Lead oversight: Separate independent Chair (Charlie Bass) provides oversight distinct from CEO role .

Fixed Compensation

ComponentDetailTimingNotes
Board meeting fee (cash)$8,000 per regular Board meeting for non‑employee directorsPer meetingStandard quarterly cadence
Committee chair premium (cash)+$2,000 per regular meeting for committee chairsPer meetingRecognizes added responsibilities
Equity eligibilityParticipation in 2004 Equity Incentive PlanAnnual grants upon Board electionEquity grants for Board/committee service and leadership positions
Director grant approach (2024 reference)Restricted stock awards; immediate vest on grant dateAnnually, at start of Board termOutside directors collectively received 39,250 RSAs in 2024; structure guides future policy

As Marx is a 2025 nominee, specific 2025 cash/equity amounts he will receive are not disclosed prior to election .

Performance Compensation

Equity Element2024 Director Award MechanicsShare Counts (2024)Vesting
Restricted stock (RSAs)Annual RSAs for Board service, committee service, leadershipBass 15,000; Parnell 10,000; Lazarev 9,000; Hartmann 5,250 Immediate vest at grant in 2024 director program
Option exchange (underwater options)Shareholder‑approved option exchange with lower exercise price; same share count; new 10‑year termBass 93,000; Parnell 46,000; Lazarev 14,000 (exchanged in 2024) Replacement options fair value lower; no incremental ASC 718 expense

Directors’ equity awards are time‑based; no director performance metrics (TSR/EBITDA/ESG) are disclosed for director compensation .

Other Directorships & Interlocks

  • Compensation Committee interlocks: None; no insider participation among committee members; no reciprocal board/comp committee interlocks disclosed .
  • Public company directorships: Not specifically disclosed for Marx (Trūata board noted; other boards referenced without listing or public-company designation) .

Expertise & Qualifications

  • Domain expertise: Identity management, financial services, telecom; regional services scaling and privacy analytics; NFC ecosystem development .
  • Education: Electrical engineering (Technical Academy, Vienna); postgraduate Business Administration (University of Commerce, Vienna); Master of Advanced Studies in Knowledge Management (Danube University, Austria) .
  • Board readiness: Board confirms independence and complements existing skills; Nominating Committee criteria emphasize ethics, judgment, complementary skills, and capacity to contribute—applied in 2025 slate including Marx .

Equity Ownership

ItemStatusSource
Beneficial ownership (shares)Not listed among beneficial owners as of April 4, 2025 record dateMarx not included in the ownership table; directors listed exclude him since he was a nominee, not a sitting director as of record date
Ownership %Not disclosed
Options/RSAs heldNot disclosed

Governance Assessment

  • Strengths

    • Independence: Marx is designated independent; Board majority independent; independent Chair and regular executive sessions support oversight .
    • Relevant sector experience: Extensive identity, payments, telecom leadership and data privacy expertise aligns with SCKT’s NFC/mobile data capture ecosystem .
    • Committee rigor: Clear charters; Audit includes a designated “financial expert”; Compensation and Nominating are all‑independent .
  • Risks and red flags

    • Option repricing for directors in 2024: Shareholder‑approved exchange lowered exercise prices to restore retention value; while no incremental accounting cost, repricing of underwater options is a governance red flag for alignment and pay outcomes .
    • Related‑party financing with Board members: Convertible notes purchased by Chair Bass ($1.0m in 2023; $0.525m in 2024) and director Parnell ($0.1m in 2023; $0.1m in 2024); CEO Mills ($0.5m in 2023) — 10% interest, conversion features ($1.34 in 2023, $0.9515 in 2024) secured/subordinated to senior debt; creates potential conflicts in capital structure decisions and dilution .
    • Immediate vest RSAs for directors (2024): Reduces retention effect and could weaken long‑term alignment versus multi‑year vesting .
  • What’s TBD for Marx (post‑election)

    • Committee assignments and chair roles will be determined at the first Board meeting after election .
    • Compensation specifics (cash/equity grants for 2025) will be set following Board election within the disclosed policy framework .

Attendance for Marx is not applicable for 2024; going forward, the Board expects at least 75%+ attendance and encourages full participation; independent directors hold executive sessions each meeting .