Mark Rankin
About Mark Rankin
Mark Rankin (age 46) is an independent director of Stardust Power Inc. (SDST) serving since the July 8, 2024 Business Combination; he brings an accounting and operations finance background with a BBA in Accounting from Oklahoma Christian University (graduated with honors) . He is independent under Nasdaq rules, attended at least 75% of Board and applicable committee meetings in 2024, and currently serves as Chair of the Compensation Committee and a member of the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RKI Energy Resources, LLC (Oklahoma City) | Part-time Assistant Controller (current); Assistant Controller (prior) | Current part-time; prior June 2017–Dec 2021 | Financial statement preparation, income/expense analysis, cost accrual, AP/AR systems |
| WPX Energy | Operations Accounting Manager | Not disclosed | Operations accounting leadership |
| RKI Exploration & Production, LLC | Senior Staff Accountant → Operations Accounting Manager | Not disclosed | Operations accounting and financial management |
| I-35 Auto Mall/Dealers Finance | Accounting Supervisor/Office Manager | Not disclosed | AR, payroll, financial review |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| No other public company directorships disclosed | — | — | Proxy states that, other than disclosed bios, directors did not hold other public company directorships over the last five years |
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined independent under SEC/Nasdaq rules |
| Committees | Audit Committee (member); Compensation Committee (Chair) |
| Attendance | All directors attended ≥75% of Board/committee meetings during 2024 (Board met 1×; Audit 2×; Governance 1×; Compensation 1×) |
| Lead Independent Director | None elected as of Dec 31, 2024 |
| Audit Committee Report | Signed by Kankanwadi (Chair), Nangolo, Rankin |
| Related-Party Oversight | Audit Committee charter includes review/approval of related-party transactions |
Fixed Compensation
| Component | 2024 Amount | Structure/Notes |
|---|---|---|
| Fees earned/paid in cash | $20,000 | Board approved compensation for board service and committee memberships in Sept 2024; no formal director plan; reimburses reasonable expenses |
| Stock awards (RSUs; grant-date fair value) | $109,519 | 9,425 unvested RSUs as of Dec 31, 2024; each RSU = 1 common share; vest upon continued service through 2025 AGM or June 15, 2025, whichever earlier |
Performance Compensation
| Performance Metrics Tied to Director Pay | Disclosure |
|---|---|
| None disclosed for director compensation; RSU awards for non-employee directors are time-based (service-vesting) |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards (outside SDST) | None disclosed for the last five years |
| Private/non-profit/academic boards | Not disclosed in Rankin’s biography |
| Interlocks with competitors/suppliers/customers | Not disclosed; Audit Committee monitors related-party transactions |
Expertise & Qualifications
- Accounting/operations finance across energy sector; responsibilities include financial statements, accruals, AP/AR .
- BBA in Accounting; honors graduate, Oklahoma Christian University .
- Independent director with committee leadership (Compensation Chair; Audit member), contributing to pay governance and financial oversight .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 809,994 shares |
| Ownership (%) | 1.35% of common shares outstanding (basis: 60,160,824 shares) |
| Unvested RSUs (director grant) | 9,425 RSUs as of Dec 31, 2024 |
| Hedging/Pledging policy | Company’s Insider Trading Policy prohibits hedging/monetization transactions by directors/officers/employees |
Governance Assessment
- Strengths: Independent status; Compensation Committee chaired by Rankin; Audit Committee membership and participation in the Audit Committee report; Compensation Committee retains independent consultant (Mercer) for executive pay advice; CEO and executives excluded from meetings on their own compensation, supporting pay governance rigor .
- Alignment: Meaningful personal stake (≈1.35% ownership) plus annual director RSUs, indicating equity alignment with shareholders; hedging prohibited, supporting long-term exposure to share performance .
- Risks/RED FLAGS: Board leadership combined CEO/Chair with no Lead Independent Director, which can reduce independent counterbalance; new board post-Business Combination had limited 2024 meeting cadence; monitor effectiveness as governance matures .
- Conflicts: No Rankin-specific related-party transactions disclosed; Audit Committee explicitly oversees related-party transactions, mitigating conflict risks; stockholder agreement grants sponsor a designation right (affects board composition broadly, not specific to Rankin) .
- Market/Listing context: Company faces Nasdaq compliance deficiencies and is seeking reverse split authorization; while not specific to Rankin, directors’ oversight of capital structure and investor confidence is critical in this environment .