John Civantos
About John Civantos
Independent director at System1, Inc. (SST) since 2022; age 57. Senior Partner at Avance Investment Management (since Apr 2022); previously Co-Head of Private Capital Group at MSD Partners (2020–2022) and Managing Partner/Investment Committee member at Court Square Capital Partners (2004–2019), focused on Business Services and Technology. Education: BA (Duke), MBA (Wharton), MA in International Affairs (Johns Hopkins SAIS). Board has determined he is independent under NYSE and SEC rules. He serves on the Nominating & Corporate Governance Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MSD Partners, L.P. | Co-Head, Private Capital Group | Aug 2020 – Mar 2022 | Co-led private capital investing activities |
| Court Square Capital Partners | Managing Partner; Investment Committee member | Apr 2004 – Mar 2019 | Led Business Services and Technology sector investing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Avance Investment Management | Senior Partner | Apr 2022 – Present | Private equity; investment leadership |
Board Governance
- Independence: Independent director (NYSE/SEC) .
- Committee assignments (2024–2025): Member, Nominating & Corporate Governance (Chair: Caroline Horn). Not a member of Audit or Compensation in 2024 or 2025 .
- Attendance/engagement: Board met 6 times in 2024; each director attended ≥75% of Board and applicable committee meetings. Nominating & Corporate Governance Committee met 5 times in 2024; Audit met 10 times; Compensation met 4 times .
- Board leadership: CEO serves as Chair; no Lead Independent Director; independents meet in executive session without management .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Nominating & Corporate Governance | Member | 5 |
| Audit | Not a member | 10 |
| Compensation | Not a member | 4 |
Fixed Compensation
| Year | Stock Awards ($) | Notes |
|---|---|---|
| 2024 | 190,000 | RSUs; amount consistent with $180k annual RSU + $10k Nominating & Gov’t Committee member RSU under the Non-Employee Director Compensation Program |
| 2023 | 189,998 | RSUs under Non-Employee Director Compensation Program |
- Structure: Non-employee directors receive equity (RSUs) as annual and committee awards; the program specifies $180k annual RSUs and additional RSUs for committee service (Nominating & Governance member: $10k). Reimbursement of reasonable expenses; no routine cash retainers disclosed; special committee cash fees in 2024 paid to other directors, not to Civantos .
Performance Compensation
| Performance-linked element | Detail |
|---|---|
| None (for director pay) | Director compensation is RSU-based and time-vested; proxy does not disclose performance metrics tied to non-employee director pay |
Note: System1’s 2024 Stock Appreciation Rights Plan uses Adjusted EBITDA performance tranches ($50m/$60m/$70m/$80m) for eligible participants, including directors in plan terms, but the 2024 director compensation table shows only RSUs for directors and no SARs awarded to Civantos .
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Committees | Tenure |
|---|---|---|---|---|
| None disclosed in proxy biography | — | — | — | — |
- The proxy biography for Civantos does not list current public company directorships; prior experience is PE leadership (Avance, MSD Partners, Court Square). No interlocks with SST competitors/suppliers are disclosed for Civantos .
Expertise & Qualifications
- Finance and investing: Two decades+ in private equity across Business Services and Technology sectors; investment committee experience .
- Governance: Member of Nominating & Corporate Governance Committee; focus on board evaluation, governance guidelines, and director nominations .
- Education: Duke (BA), Wharton (MBA), Johns Hopkins SAIS (MA) .
Equity Ownership
| Category | Amount |
|---|---|
| Directly held Class A shares (as of 4/15/2025) | 274,467 |
| RSUs vesting within 60 days of 4/15/2025 | 31,667 |
| Public Warrants (exercisable for Class A) | 100,000 |
| John Civantos 2011 Family Trust (beneficial interest disclaimed except pecuniary) | 75,612 |
| Unvested RSUs outstanding (as of 12/31/2024) | 63,334 |
| Total beneficial Class A ownership (as of 4/15/2025) | 481,746; <1% of outstanding |
- Pledging/hedging: No pledging or hedging disclosures specific to Civantos found in the proxy .
- Section 16 compliance: No delinquent filings listed for Civantos in 2024 or 2025 .
Governance Assessment
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Strengths:
- Independent director with deep PE and technology/business services experience; contributes to board composition diversity by skill set .
- Active on Nominating & Corporate Governance Committee; committee met five times in 2024 indicating regular engagement .
- Compensation alignment: Pay delivered entirely in equity RSUs (no routine cash retainer disclosed), reinforcing shareholder alignment; 2024 grant consistent with program structure including committee service .
- Beneficial ownership includes direct shares and RSUs; no related-party transactions identified for Civantos .
-
Watch items:
- Board structure: No Lead Independent Director, with CEO also serving as Chair; may concentrate authority and reduce independent oversight leverage .
- Company-level control environment: The company disclosed material weaknesses in internal control over financial reporting and a 2024 auditor change; while not specific to Civantos, it elevates oversight demands on all directors .
- Listing risk optics: 2025 proxy discusses NYSE minimum price deficiency and reverse split authorization; again company-wide, but governance scrutiny rises; directors may face increased investor engagement on remediation plans .
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RED FLAGS (director-specific): None disclosed for Civantos—no attendance shortfalls, conflicts, related-party transactions, option repricings, or Section 16 delinquencies tied to him in the 2024–2025 proxies .