Larry Marcus
About Larry Marcus
Independent director of SoundHound AI since April 2022 (served on Legacy SoundHound’s board since 2009). Age 59; Co‑Founder & Managing Director at Marcy Venture Partners; previously Managing Director at Walden Venture Capital and a digital media sell-side equity research analyst at Deutsche Bank Alex. Brown (1995–2000). BA (1987) and MBA (1993), University of California, Berkeley. Board has affirmatively determined he is independent under Nasdaq/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SoundHound, Inc. (Legacy) | Director | 2009–Apr 2022 | Early investor/director pre‑SPAC; continuity to public board |
| Walden Venture Capital | Managing Director | Since Jun 2000 | VC investing and board service across consumer/tech |
| Deutsche Bank Alex. Brown | Digital media sell-side equity research analyst | 1995–2000 | Covered games/digital media; finance expertise |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Marcy Venture Partners (MVP) | Co‑Founder & Managing Director | Private | Consumer/culture/impact VC |
| Savage X Fenty; Wyze Labs; Our Place; Pela; Wukong; The Finnish Long Drink (Long Drink Company) | Director/Board Member | Private | Active portfolio company board roles; not SOUN competitors |
| Prior: Pandora (IPO), Factor75 (acq. HelloFresh), Aarki (acq. Skillz), RobustWealth (acq. Principal) | Former Director | Public/private (historic) | Prior exits and public board experience |
Board Governance
- Committee assignments and chair roles:
- Compensation Committee: Chair; members are independent directors .
- Nominating & Corporate Governance Committee: Chair .
- Audit Committee: Member; Audit chaired by Dr. Eric Ball (financial expert) .
- Independence: Independent director under Nasdaq Listing Rule 5605(a)(2) (with Diana Sroka and Dr. Eric Ball) .
- Attendance: 100% attendance in 2024 for Board and all three committees .
- Election outcomes (shareholder support):
- 2025 annual meeting: For 361,050,721; Withheld 17,968,614; broker non‑votes 143,471,863 .
- 2024 annual meeting: For 344,683,806; Withheld 10,225,102; broker non‑votes 107,399,048 .
- Corporate Opportunity Waiver narrowed in 2025: Stockholders approved an amendment limiting “corporate opportunity” renunciation to independent directors and to defined “Included Opportunities” in voice AI; adopted after a Delaware suit challenged prior broad waiver; could allow outside pursuit of certain voice‑AI opportunities if not presented solely in SOUN capacity, but change was stockholder‑approved and implemented in charter .
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer | $35,000 | Effective Aug 1, 2024 (prior $32,000) |
| Committee chair fees | Audit Chair $20,000; Compensation Chair $14,500; N&G Chair $7,500 | Payable quarterly |
| Committee member fees | Audit $10,000; Compensation $7,300; N&G $3,800 | Payable quarterly |
| Meeting fees | None disclosed | No per‑meeting fees disclosed |
| Larry Marcus 2024 cash earned | $65,500 | As reported in director comp table |
Performance Compensation
| Equity Award Metric | Value/Shares | Vesting/Terms | Notes |
|---|---|---|---|
| Director initial equity grant | $380,000 grant‑date value | Vests over 3 years; director may elect half in options | Policy effective Aug 1, 2024; CIC full vest |
| Annual director RSU grant | $177,500 grant‑date value | Vests over 4 quarters | Policy effective Aug 1, 2024; CIC full vest |
| Larry Marcus 2024 stock awards | $166,779 | Company‑reported grant‑date fair value | Reported in 2024 director comp table |
| Unvested equity at 12/31/2024 | 27,946 RSAs (unvested) | Standard service‑based vesting | Disclosed count for Marcus |
| Change‑in‑control (directors) | Full acceleration of unvested initial/annual grants | Single‑trigger vesting immediately prior to effective time | Subject to continuous service through closing |
Other Directorships & Interlocks
- Current public company directorships: None disclosed besides SoundHound AI ; external roles listed are primarily private companies .
- Committee roles at SOUN: Chairs Compensation and N&G; member of Audit .
- Interlocks: Compensation Committee Interlocks – none; no executive officers serve on boards of entities where Marcus is on comp committee, and Marcus is not/has not been an officer of SOUN .
Expertise & Qualifications
- Venture investor/operator with extensive consumer/tech board experience; prior equity research analyst background supports compensation/governance oversight .
- Academic credentials: BA and MBA, UC Berkeley .
- Governance/compensation process: Committee engages independent consultant (Compensia); committee comprised solely of independent directors; reviewed independence and no consultant conflicts .
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Class A shares beneficially owned | 173,190 (<1%) | Includes 4,007 RSUs vesting within 60 days; <1% of class |
| Indirect ownership | 108,117 Class A via Marcus Family Trust | Marcus co‑trustee; disclaims beneficial ownership except to extent of pecuniary interest |
| Additional fund holdings | Not included: Walden Sprout Opportunities Fund‑A, LLC | Marcus one of three managing members; not deemed beneficial owner |
| Unvested RSAs outstanding (12/31/2024) | 27,946 | At fiscal year‑end |
| Hedging/pledging | Prohibited by policy | Insider trading policy bans hedging and pledging |
Insider Trading Activity (Form 4s)
- 05/28/2025: Form 4 filed reporting RSU grant under the 2022 Incentive Award Plan; vests in four quarterly installments .
- 12/16/2024: Form 4 filed (director transaction reported; details in SEC filing) .
Say‑on‑Pay & Shareholder Feedback (context for Comp Chair)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| 2024 Say‑on‑Pay (advisory) | 351,089,293 | 3,123,694 | 695,921 | 107,399,048 |
| 2024 Frequency (advisory) – 3 years selected | 337,717,920 (3 yrs) | 1,635,474 (2 yrs) | 14,856,427 (1 yr) | 699,087 |
Related‑Party Transactions and Conflicts
- Related‑party transactions: None since January 1, 2024 (above $120,000 threshold) .
- Corporate opportunities: Prior broad waiver narrowed in 2025 to “Included Opportunities” limited to voice‑AI related opportunities and only for outside (independent) directors; adopted after a stockholder suit; approved by stockholders and implemented via Restated Certificate (governance risk mitigant, but still permits outside pursuit if not presented solely in SOUN capacity) .
- Policies: Formal related‑person transaction policy with Audit Committee oversight; code of ethics and insider trading policy in place .
Governance Assessment
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Strengths
- Independent director with deep investing and consumer/tech operating exposure; chairs two key committees; member of Audit .
- 100% attendance; strong re‑election support in 2024–2025; robust say‑on‑pay support under his comp leadership .
- Compensation governance practices include independent consultant (Compensia) and no consultant conflicts; clawback policy adopted in Nov 2023 per SEC/Nasdaq rules .
- No related‑party transactions reported; hedging/pledging prohibited .
-
Watch items / red flags
- Corporate opportunity waiver (as narrowed) still allows outside directors—including Marcus—to pursue certain voice‑AI opportunities not presented solely in SOUN capacity; monitor for potential perceived conflicts, especially given his broad external board activity .
- Single‑trigger full vesting of director equity upon change‑in‑control may be viewed by some investors as less shareholder‑friendly than double‑trigger arrangements .
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Overall: Governance profile is solid with independence, full attendance, and strong shareholder support. Continued transparency on any potential overlaps between Marcus’s external investing activities and SOUN’s business—within the narrowed corporate opportunity framework—will be important for investor confidence .