Mark Carrington
About Mark Carrington
Mark Carrington (age 55) is an independent director of Society Pass Incorporated (SOPA) and serves as Chair of the Audit Committee; he is designated as an Audit Committee Financial Expert under SEC rules. He joined the board in June 2024 and brings over 20 years of mortgage fintech leadership experience; he holds a B.A. in Economics and a B.S. in Statistics from the University of California, Irvine and began his career in capital finance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CoreLogic | Mortgage fintech leadership roles | Feb 2008–2018 | Industry expertise relevant to financial oversight |
| Capital finance (early career) | Analyst/Finance professional | Not disclosed | Foundation in financial analysis |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Studio C Pilates (California) | Owner | 2018–present | Entrepreneurial perspective; small-business operations |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee Member .
- Audit Committee Financial Expert: Board determined Carrington qualifies under SEC and Sarbanes-Oxley definitions .
- Independence: Board affirmed Carrington meets Nasdaq independence requirements .
- Attendance: In FY2024 the Board met 4 times; Audit, Remuneration, and Nominating & Corporate Governance each met 4 times, with no director under 75% attendance threshold .
- Audit Committee scope includes oversight of financial reporting, auditor independence, related-party transactions, complaint procedures, and pre-approval of audit/non-audit services .
- Audit Committee Report: Recommended inclusion of FY2024 audited financials in Form 10-K .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Options ($) | Other ($) |
|---|---|---|---|---|
| FY2024 (Carrington) | 46,750 | — | — | — |
Context: In FY2022, the prior slate of non-employee directors received stock awards (no cash fees) of $224,999 each, indicating a structural shift from equity-heavy to cash-based director compensation by FY2024 .
Performance Compensation
| Component | Metric(s) | Target | Outcome | Notes |
|---|---|---|---|---|
| Director equity/bonus | None disclosed | — | — | No RSUs/PSUs/options disclosed for Carrington in FY2024 |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Potential Conflicts |
|---|---|---|---|
| None disclosed | — | — | No other public company boards disclosed in SOPA proxy |
Expertise & Qualifications
- Mortgage fintech leadership experience; financial analysis and capital markets grounding .
- Audit Committee Financial Expert designation supports board’s financial reporting oversight .
- Dual quantitative and economics degrees (UCI), relevant to audit and risk oversight .
- Entrepreneurial small-business operating experience adds operational perspective .
Equity Ownership
| Item | Amount | Source/Notes |
|---|---|---|
| Shares beneficially owned | 8,600 | As of August 28, 2025 |
| Shares outstanding | 6,105,525 | As of August 28, 2025 |
| Ownership % of common | 0.141% (8,600 ÷ 6,105,525) | |
| Options (exercisable/unexercisable) | Not disclosed for Carrington | |
| Vested vs. unvested shares | Not disclosed | |
| Pledged shares | Not disclosed | |
| Hedging policy | Company does not currently have hedging practices/policies |
Governance Assessment
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Strengths:
- Independent director with Audit Committee Financial Expert status; chairs Audit Committee and serves on Nominating & Corporate Governance, aligning skills with oversight responsibilities .
- Attendance thresholds met at the board and committee level in FY2024; regular committee activity (4 meetings each) suggests engagement cadence .
- Audit Committee charter explicitly covers related-party transaction approval, auditor independence, and complaint procedures, supporting robust financial governance .
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Concerns and RED FLAGS:
- Lack of corporate hedging policy: SOPA states it does not currently have practices/policies to restrict hedging, which can undermine alignment if directors hedge exposure; best practice is prohibitions on hedging and pledging .
- Limited equity alignment for Carrington in FY2024: compensation is entirely cash ($46,750) with no equity awards; his beneficial ownership is modest (8,600 shares, ~0.141%), potentially limiting pay-for-performance alignment versus equity-based structures .
- Capital structure concentration: Former executive Dennis Nguyen holds Series X Super Voting Preferred Stock (3,300 shares, 10,000 votes per share), representing 94.29% of Series X and 81.79% of voting power, which can overshadow independent director influence; while not specific to Carrington, it affects overall governance checks and investor confidence .
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Related-party oversight:
- Audit Committee is responsible for reviewing/approving related-party transactions, an important safeguard given voting concentration and historical related-party dynamics typical in founder-led entities .
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Engagement signals:
- SOPA does not require directors to attend the Annual Meeting of Stockholders, which may reduce direct shareholder engagement compared to best practices encouraging annual meeting attendance .