Mark Vranesh
About Mark Vranesh
Mark Vranesh, age 57, is the independent Chairperson of Semrush’s Board (since August 2023) and has served as a director since December 2019. He is designated by the Board as an audit committee financial expert and is independent under NYSE/SEC standards. He holds a B.S. in Business Administration from California Polytechnic State University, San Luis Obispo. His tenure on the Semrush board is approximately 5.3 years as of the 2025 proxy’s skills matrix.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Halborn Inc. | Interim Chief Financial Officer | Dec 2023 – Sep 2024 | Finance leadership; governance experience applicable to audit oversight |
| TuneIn, Inc. | Interim CFO; later CFO | Interim CFO Jan 2020 – Jul 2020; CFO Dec 2020 – Jan 2022 | Financial leadership; SaaS operations exposure |
| Data.ai Inc. (App Annie) | Chief Financial Officer | Aug 2015 – Apr 2017 | Growth-stage tech CFO experience |
| Zynga, Inc. (NASDAQ: ZNGA) | CFO (two periods); Chief Accounting Officer | CFO May 2008 – Aug 2010; CAO Aug 2010 – Apr 2014; CFO Nov 2012 – Apr 2014 | Public-company finance, internal controls; SEC reporting rigor |
| Ernst & Young LLP | Assurance services | 8+ years | Audit/assurance; strong accounting and controls background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Genuine Inc. | Director | Current | Outside board service (company type not specified) |
| Brightroll, Inc. | Director | 2014 – 2015 | Prior private company board role |
Board Governance
- Roles: Independent Chair of the Board; member of the Audit Committee; member of the Nominating & Corporate Governance Committee. Not a member of the Talent & Compensation Committee.
- Independence: Board determined he is independent under NYSE and SEC rules.
- Audit Committee: Chair is Anna Baird; current members include Steven Aldrich and Mark Vranesh (Blake resigned Mar 2025). Board identified Baird and Vranesh as audit committee financial experts; FY 2024 meetings: 6.
- Nominating & Corporate Governance Committee: Chair is Trynka Shineman Blake; current members include Dylan Pearce and Mark Vranesh; FY 2024 meetings: 4.
- Board leadership: Chair and CEO roles are separated; the Chair presides over executive sessions of non-management directors.
- Attendance: The Board held 9 meetings in FY 2024; each director attended at least 75% of aggregate Board and committee meetings and all directors attended the 2024 annual meeting.
Fixed Compensation
- Structure: Non-Employee Director Compensation Policy (amended April 2024) covers annual cash retainers and equity awards; chair and committee retainers are additive to Board member retainer.
| Position | Annual Cash Retainer ($) | Policy Notes |
|---|---|---|
| Board Member | 35,000 | Paid quarterly; pro-rated after April 2024 changes |
| Independent Chairperson | 27,500 | In addition to member retainer |
| Lead Independent Director | 15,000 | If appointed |
| Audit Committee Member | 10,000 | Chair: 20,000 |
| Talent & Compensation Member | 6,250 | Chair: 15,000 |
| Nominating & Corporate Governance Member | 4,000 | Chair: 8,000 |
- Actual FY 2023–2024 compensation for Mark Vranesh:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 65,304 | 69,625 |
| Stock Awards ($) | 182,500 | 182,500 |
| Total ($) | 247,804 | 252,125 |
Notes: 2024 cash reflect April 2024 retainer adjustments (pro-rated for the remainder of FY 2024).
Performance Compensation
- Directors receive equity in fixed-value grants with time-based vesting; the 2025 proxy does not disclose performance metrics tied to director compensation. Annual grants vest in full on the earlier of the first anniversary of grant or next annual meeting; initial one-time grants vest one-third by year one (or next annual meeting) and remaining two-thirds monthly over two years. Change-of-control and death/disability provisions accelerate vesting.
| Component | Grant Value ($) | Vesting Schedule | Performance Metrics |
|---|---|---|---|
| Initial Grant (on first election) | 250,000 | 1/3 at first anniversary or next annual meeting; remainder monthly over two years (service-based) | None disclosed (time-based vesting) |
| Annual Grant (each annual meeting) | 182,500 | Full vest at first anniversary or next annual meeting (service-based) | None disclosed (time-based vesting) |
| Acceleration | N/A | Full acceleration upon termination within 12 months following a “sale” of the Company; upon death or permanent disability | N/A |
Other Directorships & Interlocks
- Current external public or private board roles: Genuine Inc. (current). Prior: Brightroll, Inc. (2014–2015). No compensation committee “interlocks” involving Mr. Vranesh are disclosed for FY 2024.
Expertise & Qualifications
- Audit committee financial expert designation; extensive CFO, CAO, and assurance experience (EY), supporting oversight of financial reporting, controls, and related-party reviews.
- Board skills matrix highlights CFO experience and operational/strategic planning expertise.
Equity Ownership
- Beneficial ownership (as of March 31, 2025 for exercisability references; Dec 31, 2024 for RSU inventory):
| Item | Quantity | Notes |
|---|---|---|
| Class A shares owned | 96,707 | Direct holdings |
| Class B options | 170,700 | Options become exercisable within 60 days of Mar 31, 2025 |
| RSUs (Class A) | 12,024 | Outstanding as of Dec 31, 2024 under director program |
| Ownership as % outstanding | <1% | “*” indicates less than 1% per proxy table |
- Share Ownership Retention Policy: Independent directors must hold at least 3x annual cash retainer by the later of Dec 31, 2024 or five years from becoming subject to the policy; the company notes each officer/director met the policy as of Dec 31, 2024.
Governance Assessment
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Strengths:
- Independent Chair structure separates oversight and management; Chair presides over executive sessions, reinforcing board independence.
- Audit committee financial expert designation and deep public-company finance background support strong financial oversight, related-party transaction reviews, and risk management (including cybersecurity and disclosure controls).
- Consistent equity alignment via annual grants; compliance with share ownership guidelines reinforces skin-in-the-game.
- Attendance meets board expectations (≥75%), with robust committee activity (Audit: 6; Nominating: 4 meetings in FY 2024).
-
Compensation mix & alignment:
- Cash increased modestly YoY (65,304 → 69,625) following April 2024 retainer updates; equity awards held constant at $182,500, maintaining at-risk pay mix for directors.
-
Potential conflicts/RED FLAGS:
- Independence affirmed; no related-person transactions involving Mr. Vranesh disclosed; no pledging disclosed; no delinquent Section 16 filings reported for him in FY 2024.
- Director equity awards are time-based; no evidence of option repricing or tax gross-ups for directors in the proxy disclosures.
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Implications for investor confidence:
- An independent Chair with audit financial expertise, stable attendance, and adherence to ownership guidelines generally supports board effectiveness and oversight credibility. The absence of disclosed conflicts and the presence of formal clawback and code of conduct frameworks further mitigate governance risk.