Marc Morial

About Marc Morial

Marc Morial, age 67, has served on SoundThinking’s Board since September 2015 and is currently an independent Class III director whose term runs to the 2026 annual meeting. He is President and CEO of the National Urban League (since 2003), and previously served as Mayor of New Orleans (1994–2002). He holds a B.A. in economics from the University of Pennsylvania and a J.D. from Georgetown University, bringing civic leadership and ESG-relevant policy experience to the Board .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee chair .
• Independence: Board affirmatively determined all non-employee directors, including Morial, are independent under Nasdaq rules .
• Attendance and engagement: In 2024, the Board met 8 times; Audit (4), Compensation (9), Nominating (3). No director attended fewer than 75% of meetings; all current directors attended the 2024 annual meeting .
• Board structure: Independent Chair role separated from CEO (Deborah Grant effective prior to 2025 meeting), reinforcing oversight independence .
• Executive sessions: Regularly scheduled independent director sessions each Board meeting cycle .
• ESG oversight: As Nominating & Governance chair, Morial helps oversee ESG policies/programs and Board effectiveness evaluations .

Fixed Compensation

• Policy detail (applies to non-employee directors): Annual Board retainer $40,000; Audit member $10,000; Nominating chair $7,500; RSU annual award ~$125,000 (additional $25,000 for the Board Chair, subject to offset if chair also chairs a committee). RSUs vest by the next annual meeting or first anniversary of grant; full acceleration upon change-in-control under specified conditions .
• Deferral: Directors may elect to defer cash and/or RSU settlement under the director compensation policy .

Performance Compensation

• Not applicable for directors. Director equity is delivered as time-based RSUs under the Non-Employee Director Compensation Policy; no performance-vesting metrics are disclosed for directors .

Other Directorships & Interlocks

• Compensation Committee interlocks: None; no executive officer interlocks with other issuers’ compensation committees .

Expertise & Qualifications

• Education: B.A. in Economics (University of Pennsylvania); J.D. (Georgetown University) .
• Public sector experience: Mayor of New Orleans; senior roles in local government and nonprofit management .
• Governance/ESG: Chairs Nominating & Governance; oversight of ESG policies and Board effectiveness reviews .
• Audit exposure: Serves on Audit Committee; engaged in financial reporting and audit oversight (Audit Committee report signatory) .

Equity Ownership

• Stock ownership guidelines: Non-employee directors must hold 3x annual cash retainer; if not met, must retain at least 50% of net shares from option exercises/RSU vesting until next year-end. Hedging, short-selling, margin purchases, pledging prohibited under insider trading policy .
• Equity plan capacity: 2017 Equity Incentive Plan and ESPP in place; Board rejected automatic share increases for 2024 under both plans, indicating dilution control .

Governance Assessment

• Strengths:
  • Independence and dual committee service (Audit; chair of Nominating & Governance) support effective oversight of financial reporting, governance processes, and ESG integration .
  • Active engagement and attendance, with regular executive sessions and formal self-assessments enhancing Board effectiveness .
  • Director pay mix emphasizes equity via RSUs, aligning interests with shareholders; dilution oversight evidenced by rejecting automatic plan share increases in 2024 .
  • No related-party transactions with directors or 5% holders since 1/1/2023 reduce conflict risk .
• Watch items:
  • Section 16 compliance: One late ownership report filed for Morial in 2024; minor process red flag, but not indicative of misconduct .
• Broader signals:
  • Board responsiveness to shareholder feedback: Say-on-pay support improved from ~68% (2023) to ~90% (2024) after program changes—positive for investor confidence, albeit focused on executives .
  • Policy framework: Clawback policy implemented (Nov 2023); hedging/pledging prohibited—enhances alignment and controls .

Section 16 Compliance Snapshot (FY 2024)

Board Committee Roles (FY 2024)

Director Compensation Policy Reference

RED FLAGS

• Late Section 16 filing (one report) indicates minor administrative lapse; monitor future filings for recurrence .