Mark Jung

About Mark Jung

Independent director of Super League Enterprise, Inc. (SLE) since July 2019; age 64; BS in engineering from Princeton University and MBA from Stanford Graduate School of Business. Currently leads the Operating Partner Group at Astira Capital Partners (since June 2023) and previously worked as an independent consultant (May 2019–June 2023). Board and executive experience spans Accela (director; Chairman; interim CEO; Executive Chairman), OL2 (Executive Chairman), Samba Safety (executive leadership), and ReadyUp (executive leadership). Core credentials include three decades of C‑suite roles in digital entertainment/video games and extensive board governance expertise; at SLE he chairs the Compensation Committee, chairs the Strategic Committee, and serves on the Audit Committee .

Past Roles

External Roles

Board Governance

• Independence: Classified as an Independent Director; board affirms independence for all Audit, Compensation, and Nominating & Governance (NGC) members under Nasdaq rules .
• Committee assignments:
  • Compensation Committee: Chair (with Kristin Patrick as member); met 7 times plus 3 written consents in 2024; 5 times in 2023 .
  • Strategic Committee: Chairman (with Jeff Gehl and Bant Breen); formed Oct 1, 2023; met 7 times in 2024 and 3 times in 2023 .
  • Audit Committee: Member (Jeff Gehl is Chair; committee met 4 times in 2024 and 2023) .
• Board composition snapshot: Mark Jung, age 64, Class III, Director since 2019; roles indicated as Audit Committee member (M), Compensation Committee Chair (C), Strategic Committee Chair (C) .
• Audit Committee responsibilities include oversight of financial reporting, auditor independence, risk, earnings announcements, and administering related-party transaction reviews .
• NGC responsibilities include board composition, independence oversight, succession planning, and governance guidelines .

Fixed Compensation

• Non‑executive director compensation schedule: | Compensation Element | Cash ($) | Equity ($) | |---|---:|---:| | Annual Retainer | $25,000 | $60,000 in RSUs (granted at annual meeting) | | Audit Committee Chair | $15,000 | – | | Compensation Committee Chair | $10,000 | – | | Nominating & Governance Committee Chair | $5,000 | – | | Audit Committee Member | $5,000 | – | | Compensation Committee Member | $3,500 | – | | Strategic Committee Chair | $15,000 | – | | Strategic Committee Member | $10,000 | – |

• 2024 Director compensation (Mark Jung): | Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Other Compensation ($) | Total ($) | |---|---:|---:|---:|---:| | 2024 | $55,000 | $0 (no RSU grants in 2024; grants occurred after the 2025 annual meeting on Jun 9, 2025) | $90,000 (consulting agreement at $7,500/month; concluded Dec 31, 2024) | $145,000 |

• RSU vesting for directors: Annual RSU grants vest fully on the one‑year anniversary of grant; grant date value set using closing price on grant date; new directors receive prorated cash and RSUs; RSUs vest on earlier of one year or next annual meeting .

Performance Compensation

• Equity awards for directors are time‑based RSUs (no performance metric disclosure for director equity); no director RSUs were granted in fiscal 2024 due to no annual meeting; 2024 director RSUs were granted after the June 9, 2025 annual meeting .
• Performance metrics table (director-specific): | Metric | Disclosure | |---|---| | TSR targets | Not disclosed/applicable for director equity; RSUs time‑based | | Financial KPIs (Revenue/EBITDA) | Not disclosed/applicable for director equity | | ESG metrics | Not disclosed/applicable for director equity | | Vesting schedule | RSUs vest fully one year from grant (or earlier at next annual meeting for prorated grants) |

Other Directorships & Interlocks

• Compensation Committee Interlocks: None; no officer/employees on the Compensation Committee; and no reciprocal interlocks involving SLE executives and other entities’ boards/comp committees in the past year .

Expertise & Qualifications

• Three decades of C‑suite roles in digital entertainment/video games; deep experience building gaming communities, audience development, and content monetization strategies; brings learnings from private-to-public transitions. Education: Princeton BS in engineering; Stanford GSB MBA .
• Board’s NGC emphasizes integrity, finance experience, diversity of expertise/background, and industry relevance; Jung fits technology and operating leadership profile .

Equity Ownership

Governance Assessment

• Strengths:

  • Multiple independent roles with Chair responsibilities (Compensation and Strategic Committees), signaling strong governance engagement; committees met frequently in 2024 (Comp: 7 meetings + 3 consents; Strategic: 7 meetings) .
  • Audit Committee membership enhances financial oversight; board affirms independence and literacy; audit chair designated as financial expert (Gehl) .
  • Clear, transparent non‑executive director pay framework with modest cash fees and time‑based RSUs; no evidence of option repricing or timing grants around material non‑public information .

• Potential conflicts and watch items:

  • Related‑party consulting agreement with SLE at $7,500/month ran month‑to‑month during 2022 through Dec 31, 2024; while concluded, it represents a prior conflict that required Audit Committee oversight under related‑party policy .
  • Beneficial ownership is de minimis (<1%); while typical for micro‑cap directors, alignment relies predominantly on annual RSUs; monitor adherence to any director stock ownership guidelines (not disclosed) .
  • Company disclosed a 2014‑2025 director loan transaction (40% simple interest) with an unnamed non‑employee director; although not identified as Jung, it indicates heightened related‑party risk at the board level and warrants continued scrutiny of governance controls .

• Independence and engagement:

  • Board classifies Jung as independent; committee compositions (Comp, NGC, Audit) are independent under Nasdaq standards; active committee cadence implies ongoing engagement, though individual attendance rates are not disclosed .

• RED FLAGS:

  • Prior related‑party consulting arrangement directly involving Jung (ended 12/31/2024) .
  • Board‑level related‑party financing with an unnamed director at unusually high interest (40%)—not attributed to Jung in the filing excerpt but signals governance risk environment .

Net impression: Jung brings relevant operating and monetization expertise for SLE’s gaming/community strategy and holds key governance chairs, but prior consulting ties and low personal share ownership necessitate continued monitoring of independence, related‑party oversight, and equity alignment .