Mark Penn
StagwellAbout Mark Penn
Mark J. Penn, 71, is Chairman and Chief Executive Officer of Stagwell Inc. and has served as a director since March 18, 2019; he is the only non‑independent director on the nine‑member board . Stagwell’s pay-versus-performance disclosures emphasize Adjusted EBITDA, revenue growth, net debt, and TSR as primary value-creation metrics; cumulative TSR value of $100 invested rose from $90.29 (2020) to $236.69 (2024) as compensation “actually paid” to the PEO tracked operational performance swings . The company received over 99% support on its 2024 say‑on‑pay vote, signaling strong shareholder approval of pay design .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Microsoft | Executive Vice President and Chief Strategy Officer | Not disclosed | Led core strategic issues blending analytics with creativity |
| Burson-Marsteller (WPP) | CEO | Not disclosed | Managed to substantial profit growth |
| Penn Schoen Berland (PSB) | Co‑founder and CEO | Not disclosed | Pioneered overnight polling and ad testing; later sold to WPP |
| The White House (President Bill Clinton) | White House Pollster | Six years | Senior adviser; credited with highly effective 1996 re‑election strategies |
| Hillary Clinton campaigns | Chief strategist | Not disclosed | Strategy leadership in Senate and 2008 Presidential campaigns |
| Global political advisory | Strategist | Not disclosed | Helped elect >25 leaders (e.g., Tony Blair, Menachem Begin) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Stagwell Group LLC | President & Managing Partner | Since June 2015 | Private equity fund focused on digital marketing; Penn is controlling person of The Stagwell Group and Stagwell Media LP |
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base salary | $1,260,000 | Set in Second Amended and Restated Employment Agreement; increased effective Jan 1, 2023 |
| Target annual bonus | Up to 110% of base salary | Discretionary; based on financial and strategic goals |
| Actual annual cash bonus | $0 (2024); $500,000 (2023 special) | 2023 payment recognized contribution to ConcentricLife disposition |
| Perquisites | $360,288 private air travel; $22,565 health benefits | Air travel reimbursed on company business per agreement |
Performance Compensation
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Annual incentives (cash/stock):
- For 2024 performance: No cash bonuses; awarded service‑vesting RSUs on Mar 7, 2025: 191,733 RSUs for Penn, scheduled to vest Mar 7, 2026, subject to continued service .
- For 2023 performance: No cash bonuses; awarded RSUs on Mar 8, 2024: 200,491 RSUs for Penn (vested Mar 8, 2025) .
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Long-term incentives (performance-based): | LTIP grant (for) | Instrument | Target shares | Metric and target | Performance period | Vesting date/Outcome | |---|---|---|---|---|---| | 2024 LTIP | Performance RSUs | 810,066 (target) | Cumulative Adjusted EBITDA target: $1.325B | 1/1/2024–12/31/2026 | Vests 3/8/2027 subject to performance and service | | 2023 LTIP | Performance restricted shares | 640,988 | Cumulative Adjusted EBITDA target: $1.425B | 1/1/2023–12/31/2025 | Vests 3/1/2026 subject to performance and service | | 2022 LTIP | Performance restricted shares | 593,031 | Cumulative Adjusted EBITDA target: $1.425B | 1/1/2022–12/31/2024 | Committee exercised discretion to vest 486,285 shares (82% of target-at-target) on 3/31/2025; remainder forfeited | | 2021 LTIP | Performance restricted shares | 412,000 | Cumulative Adjusted EBITDA target: $1.1B | 1/1/2021–12/31/2023 | 100% vested on 3/31/2024 (target exceeded) |
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SARs:
- 1,500,000 cash‑settled SARs (base price $8.27) granted 12/14/2021; vest in three equal annual tranches; expire 12/14/2026 .
- 225,000 SARs (base price $6.79) granted 3/1/2023; vest in three equal annual tranches; expire 3/1/2028 .
- 2024 exercises: 500,000 SARs exercised for $2,220,000 cash value realized; SARs are cash‑settled (no share sales) .
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Plan design features (selected):
- No repricing without shareholder approval; no “evergreen”; no dividends on unvested awards; minimum 1‑year vesting with limited exceptions; double‑trigger CIC for new awards (committee discretion for certain transactions) .
Pay vs Performance (context)
| Year | PEO “Compensation Actually Paid” ($) | Company TSR ($100 basis) | Peer TSR ($100 basis) | Net income ($000s) | Adjusted EBITDA ($000s) |
|---|---|---|---|---|---|
| 2024 | 6,830,523 | 236.69 | 164.97 | 25,044 | 410,787 |
| 2023 | 6,837,866 | 238.49 | 125.33 | 41,642 | 360,139 |
| 2022 | 2,879,657 | 223.38 | 87.57 | 50,044 | 451,118 |
Equity Ownership & Alignment
| Category | Amount | Notes |
|---|---|---|
| Direct beneficial ownership | 8,802,322 shares (3.3%) | Includes 640,988 unvested restricted shares; excludes unvested RSUs |
| Indirect beneficial ownership (Stagwell Group) | 22,296,375 shares (8.4%) | Penn is manager/controlling person of The Stagwell Group LLC and Stagwell Media LP |
| Unvested RSUs from annual incentives | 200,491 (vested 3/8/2025) | 2023 annual incentive paid in stock; vested post-FYE |
| RSUs granted Mar 7, 2025 | 191,733 (vest 3/7/2026) | 2024 annual incentive RSUs (service vesting) |
| Performance awards outstanding (targets) | 640,988 (2023 LTIP); 810,066 (2024 LTIP) | Subject to Adjusted EBITDA and service conditions |
| SARs outstanding | 1,500,000 @ $8.27; 225,000 @ $6.79 (150,000 vested; 75,000 unvested at 12/31/24) | Cash-settled; next expiries 12/14/2026 and 3/1/2028 |
| Hedging/Pledging | None | Company prohibits hedging and limits pledging; “Currently, no stock is hedged or pledged by any officers or directors” |
| Recent insider activity | Bought 10,000 shares (open market) on May 21, 2025 | Stagwell Group also distributed 6,658,707 shares to members on Apr 18, 2025 (increases float) |
Vesting calendar and potential supply: 200,491 RSUs vested 3/8/2025 and 486,285 2022 LTIP shares vested 3/31/2025; 191,733 service RSUs vest 3/7/2026; 2023/2024 LTIPs cliff-vest 2026/2027 subject to performance, representing potential future liquidity events, not necessarily sales .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement history | Original 3/14/2019; amended 9/8/2021; Amended & Restated 12/14/2021; Second Amended & Restated 3/11/2022 |
| Base salary | $1,260,000 (effective 1/1/2023) |
| Annual bonus | Discretionary, up to 110% of base salary |
| LTI target | 350% of base salary (eligibility for future grants) |
| Perquisites | Reimbursement for private air travel on company business (committee-determined cap) |
| Restrictive covenants | Non-solicitation of clients and employees and client-service restrictions during employment and 1‑year post‑employment (exceptions apply) |
| Severance (no-cause or good reason) | Prior-year earned bonus (if approved), pro‑rata current‑year bonus, 1.5x (base salary + prior-year bonus) lump sum, and 12 months COBRA reimbursement |
| Change‑in‑control (CIC) | All unvested equity awards accelerate and vest in full upon a CIC (single trigger) |
| Award agreements (general) | For NEO LTIPs, double‑trigger vesting (CIC + termination) for target award; pro‑rata vesting on certain non‑CIC terminations; full vesting on death/disability |
Board Governance
- Structure and independence: Nine directors; all independent except Penn. Committees: Audit (3); HR & Compensation (3); Nominating & Governance (3). Penn serves on no committees .
- Leadership and dual‑role implications: Board combines Chair and CEO (Penn) with a separate Lead Independent Director (Irwin Simon) who presides over executive sessions at each regular meeting; the Board reviews structure each selection cycle and believes the current setup enhances coordination and risk oversight .
- Attendance: Board met or acted 8 times in 2024; all incumbent directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Director pay: CEO receives no additional compensation for Board service (non‑employee directors receive cash retainers and annual RSUs) .
Compensation Committee, Benchmarking, and Policies
- Committee composition: HR & Compensation Committee (Desirée Rogers, Chair; Bradley J. Gross; Irwin Simon) — all independent and non‑employee directors .
- Consultant and benchmarking: Mercer advised the Committee in 2022 on CEO and NEO pay and peers; no consultant used in 2023–2024. 2022 peer set included Sinclair, IAC, Nexstar, TEGNA, Meredith, Gray Television, Criteo, E.W. Scripps, Wiley, New York Times, Clear Channel Outdoor, Scholastic, Audacy; Omnicom and IPG considered for reference only .
- Clawback, hedging/pledging: Dodd‑Frank compliant clawback adopted (post‑10/1/2023 grants). Hedging prohibited; pledging limited to 40% with approval; currently no pledging or hedging by officers/directors .
- Related party safeguards: Formal policy requires Audit Committee review/approval of related party transactions; The Stagwell Group affiliates held a majority stake as of 12/31/2024; Penn manages The Stagwell Group LLC .
Risk Indicators and Red Flags
- Discretionary vesting of 2022 LTIP at 82% of target despite missing minimum Adjusted EBITDA — introduces pay‑for‑performance judgment risk but was justified by M&A/disposition adjustments; transparency provided on rationale .
- CEO CIC treatment is single‑trigger (full acceleration without termination), more shareholder‑unfriendly than double‑trigger market norms; award agreements for NEO LTIPs otherwise provide double‑trigger .
- Concentration of power: Combined Chair/CEO role mitigated by Lead Independent Director and regular executive sessions .
- No tax gross‑ups in equity plan; no executive indebtedness; strong hedging/pledging prohibitions reduce alignment risk .
Director/Executive Compensation Summary (Mark Penn)
| Year | Salary ($) | Bonus ($) | Stock awards ($) | Option/SAR awards ($) | All other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 1,260,000 | — | 5,618,697 | — | 382,853 | 7,261,550 |
| 2023 | 1,260,000 | 500,000 | 5,873,953 | 501,000 | 284,149 | 8,419,102 |
| 2022 | 1,060,000 | — | 5,388,179 | — | 296,559 | 6,744,738 |
Board Service Details (Mark Penn)
- Director since March 18, 2019; Chairman of the Board and CEO; not independent under Nasdaq rules .
- Committee roles: None (CEO is not on Audit, HR & Compensation, or Nominating & Governance) .
- Lead Independent Director: Irwin Simon; executive sessions of non‑management directors occur at each regular meeting .
- Director compensation: None separate from executive pay .
Employment & Change‑in‑Control Economics (Sensitivity at 12/31/2024)
| Scenario | Cash severance ($) | Healthcare ($) | Additional equity vesting value ($) | Total ($) |
|---|---|---|---|---|
| Termination without cause / good reason (non‑CIC) | 4,913,213 | 22,565 | 8,524,673 | 13,460,451 |
| Termination without cause / good reason (within 1 year of CIC) | 4,913,213 | 22,565 | 14,772,271 | 19,708,049 |
| Death/Disability | — | — | 14,772,271 | 14,772,271 |
Notes: For Penn specifically, all equity accelerates upon CIC (single trigger) regardless of termination; SARs that were out‑of‑the‑money at 12/31/2024 are excluded from incremental value .
Insider Selling Pressure and Trading Signals
- Cash‑settled SAR exercises in 2024 (500k SARs; $2.22M realized) deliver liquidity without adding share supply, reducing open-market selling pressure .
- 2025 vesting events (200,491 RSUs on 3/8/2025 and 486,285 2022 LTIP shares on 3/31/2025) increased freely tradable shares; near‑term supply from 191,733 RSUs on 3/7/2026 and potential LTIP vesting in 2026–2027 could add to float depending on retention/tax withholdings .
- Insider signal: Penn purchased 10,000 shares in the open market on May 21, 2025 — a modest positive signal of confidence . Stagwell Group’s April 2025 distribution of 6.66M shares to members increased public float but is not a sale by Penn personally .
Investment Implications
- Alignment strengths: Large direct and indirect ownership (combined ~11.7% of Class A), no hedging/pledging, and equity-heavy incentives tied to multi‑year Adjusted EBITDA support long-term alignment .
- Governance watch‑outs: Single‑trigger CIC acceleration for the CEO and the discretionary 2022 LTIP vesting at 82% despite missing the minimum target warrant scrutiny; combined Chair/CEO role is mitigated by an active Lead Independent Director and regular executive sessions .
- Execution track record: 2021 LTIP paid out at 100% (target exceeded); 2022 underperformance required committee discretion; 2023–2024 LTIPs embed ambitious cumulative EBITDA targets ($1.425B and $1.325B) that will be key to watch given recent EBITDA trajectory and net income moderation .
- Trading setup: Near-term vesting events add potential supply but SARs are cash‑settled (non‑dilutive). The CEO’s open‑market buy in May 2025 is a constructive tactical signal amid float increases from affiliate distributions .