Eli Samaha

About Eli Samaha

Eli Samaha (age 39) has served as an independent director of Stagwell Inc. since August 3, 2021. He is Founder and Managing Partner of Madison Avenue Partners, LP (since January 2018), previously a Partner at Newtyn Management (Jan 2012–Dec 2017), with earlier roles at KBS Capital Partners and GSC Group; he brings finance, equity/debt investing, and risk management expertise to the Board. He was originally designated as a director nominee by Stagwell Media under the Transaction Agreement and subsequently renominated by the Board . The Board has determined all current directors other than the CEO (Mark Penn) are independent under Nasdaq rules, which includes Mr. Samaha .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member (not Chair). Current Audit Committee: Wade Oosterman (Chair), Charlene Barshefsky, Eli Samaha .
• Expertise: Audit Committee members are independent and financially sophisticated; the Chair is the designated audit committee financial expert .
• Independence: Board determined all directors (other than Mr. Penn) are independent under Nasdaq rules .
• Attendance and engagement:
  • 2024 meetings: Board 8; Audit 7; HRC 6; Nominating & Governance 3. Each director attended ≥75% of the aggregate Board and committee meetings and attended the 2024 annual meeting .
  • 2023 meetings: Board 9; Audit 6; HRC 7; Nominating & Governance 4; ≥75% attendance; all directors attended the 2023 annual meeting .
  • 2021 meetings: Board 15; Audit 9; HRC 12; Nominating & Governance 4; ≥75% attendance; all directors attended the 2021 annual meeting .

Fixed Compensation

• Structure (Non-Employee Director Compensation Policy): Annual Board retainer $70,000; Committee member retainers: Audit $10,000, HRC $5,000, Nominating $5,000; Committee chair retainers: Audit $20,000, HRC $15,000, Nominating $15,000; Lead Independent Director retainer $75,000. Meeting fees are not payable. Directors may elect to receive cash compensation in fully vested shares of Common Stock .

Director-specific amounts (Samaha):

Notes:

• 2024: Samaha elected to receive 2,933 shares on July 1, 2024 and 2,849 shares on October 1, 2024 in lieu of quarterly Board fees of $20,000 each .

Performance Compensation

• Equity grant policy: Annual RSU grant sized at $150,000 divided by fair market value on grant date; RSUs vest in full on the first anniversary of grant, subject to continued service (time-based; no performance metrics) .

Equity award details (non-management director grants):

Other Directorships & Interlocks

• Designation by controlling shareholder: Mr. Samaha was originally designated as a nominee by Stagwell Media under the Transaction Agreement; affiliates of The Stagwell Group LLC have a majority ownership interest in the Company .
• No other public company boards disclosed for Mr. Samaha .

Expertise & Qualifications

• Finance and investing background across equity and debt, with risk management experience; qualifies him for Board service .
• Audit Committee member; financially sophisticated under Nasdaq/SEC rules .

Equity Ownership

• Hedging and pledging: Hedging prohibited for all employees; pledging limited to 40% of Class A (excluding unvested) with approval. Currently, no stock is hedged or pledged by any officers or directors .

Beneficial ownership progression:

Footnote: Mr. Samaha is Managing Partner of Madison Avenue Partners, LP, which manages funds holding 7,147,662 shares of Common Stock .

Insider Trades (Form 4, alignment signals)

Context:

• 2025 insider purchases via indirect ownership (Madison Avenue Partners-managed funds) total ~866,660 shares at $4.27–$4.76, increasing indirect holdings, a positive alignment signal .

Governance Assessment

• Strengths:
  • Independent director with deep finance and risk management experience; active Audit Committee service; committee independence and sophistication affirmed .
  • Consistent attendance (≥75% of meetings) and participation; Board and committee activity robust in 2023–2024 .
  • Compensation aligned with policy and market norms; significant portion in equity; elected to take cash fees in stock multiple times, increasing skin-in-the-game .
  • Hedging prohibited; pledging constrained and currently not used by officers/directors, reducing alignment risks .
• Potential concerns and monitoring items:
  • Designation by Stagwell Media (majority owner) introduces perceived independence risk despite Nasdaq independence status; continued vigilance over related-party transactions is warranted .
  • Related-party ecosystem (e.g., majority owner, significant stockholders) necessitates robust Audit Committee oversight; policy requires Audit Committee approval/ratification and provides criteria, which is positive governance practice .
• Signals affecting investor confidence:
  • Indirect fund purchases in mid-2025 increase ownership alignment; direct fee-share elections further align incentives [table above; SEC URLs].
  • Audit Committee report and composition suggest appropriate financial oversight; inclusion of an audit committee financial expert is reassuring .

RED FLAGS: None explicit for Mr. Samaha (no hedging/pledging; no loans; no disclosed related-party transactions involving Madison Avenue Partners). Perceived independence risk due to initial designation by controlling shareholder should be monitored in conjunction with Audit Committee oversight of related-party transactions .