Mark Adams
About Mark Charles Adams
Mark Charles Adams (age 63) was appointed as an independent director of Stran & Company, Inc. (SWAG) in June 2025 and is nominated to serve until the 2026 Annual Meeting . He is President & CEO of Adams Publishing Group LLC (since March 2014) and brings deep experience in media, publishing, and private equity . His education includes a BA in Economics (Tufts University) and dual graduate degrees from Boston University (MBA and MS in Business & Communications) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adams Publishing Group LLC | President & Chief Executive Officer | Mar 2014–present | Led media and publishing operations; private equity experience cited by SWAG as qualification |
| Stran & Company, Inc. | Director (Independent) | Jun 2025–present | See Board Governance and Committee roles below |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Associated Press | Director | Since Jun 2022 | Not-for-profit news cooperative |
| News/Media Alliance | Director | Since Mar 2021 | Industry association |
| The McCallum Theater | Director | Since May 2008 | Non-profit |
| DAP Health Inc. | Director | Since May 2024 | Non-profit |
Board Governance
- Independence: The Board determined Adams is “independent” under Nasdaq Listing Rule 5605(a)(2) .
- Term: Standing for election to hold office until the 2026 Annual Meeting .
- Committee assignments and roles (current):
- Audit Committee: Member (Chair: Brian M. Posner; Posner designated audit committee financial expert) .
- Compensation Committee: Member (Chair: Alan Chippindale) .
- Nominating & Corporate Governance Committee: Chair (Members: Adams, Chippindale, Posner) .
- Board and committee activity (FY2024): Board met 4x; Audit 2x; Compensation 1x; Nominating & Corporate Governance 0x. All directors in office during 2024 met at least 75% attendance; Adams joined in 2025 (so 2024 attendance not applicable to him) .
- Risk oversight and governance policies: Risk oversight is distributed across the Board and committees; hedging/shorting/derivatives and pledging by insiders are prohibited absent pre-approval (policy applies to directors) .
| Committee | Role | Independence/Notes |
|---|---|---|
| Audit | Member | Committee fully independent; Posner is financial expert |
| Compensation | Member | Committee independent; no compensation consultant used in FY2024 |
| Nominating & Corporate Governance | Chair | Committee independent |
Fixed Compensation
| Component | Detail | Amount/Terms |
|---|---|---|
| Annual cash retainer | Independent Director Agreement (2025) | $20,000 per year |
| Committee chair fee | Paid only to Audit or Compensation Committee chairs | $6,000 per year (Adams is Nominating chair; no fee specified for this chair) |
| Meeting fees | Not disclosed | — |
Performance Compensation
- Structure: Annual equity grants to independent directors consist of restricted stock (time-vested quarterly) and a stock option with time-based vesting; no performance-vesting metrics disclosed for directors .
- Annual equity framework: On each anniversary of the 2025 agreements, restricted shares valued at $12,000 will be granted based on the 30-trading-day average VWAP; vest quarterly in four equal installments .
| Grant Type | Grant Date | Size/Terms | Vesting | Valuation/Exercise |
|---|---|---|---|---|
| Restricted Stock | Jun 20, 2025 | 9,449 shares | Vests in 4 equal quarterly installments starting quarter-end following grant | Initial grant size fixed; future annual grants sized to $12,000 at 30-day VWAP |
| Stock Option | Jun 20, 2025 | 10,000 shares | Vests in 4 equal quarterly installments starting quarter-end following grant | Exercise price set to average of 30-day VWAP preceding grant date |
No director performance metrics (revenue/EBITDA/TSR/ESG) are tied to Adams’ director compensation; vesting is service-based per the Independent Director Agreement .
Other Directorships & Interlocks
| Company Type | Company | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Non-profit | Associated Press | Director | None disclosed with SWAG |
| Non-profit/Association | News/Media Alliance | Director | None disclosed with SWAG |
| Non-profit | The McCallum Theater | Director | None disclosed with SWAG |
| Non-profit | DAP Health Inc. | Director | None disclosed with SWAG |
| Public company | — | — | No current public company directorships disclosed for Adams |
| Related-party transactions | — | — | No related-party transactions involving Adams disclosed; related-party items in proxy involve other directors (Chippindale, Cummins, Tani) |
Expertise & Qualifications
- Core skills: Media and publishing operations leadership; private equity experience; governance experience across multiple boards .
- Education: BA Economics (Tufts), MBA and MS in Business & Communications (Boston University) .
- Regulatory/financial oversight: Serves on Audit Committee (not designated as “financial expert”; that designation is held by Posner) .
Equity Ownership
| Metric | Amount | Notes/Date |
|---|---|---|
| Common shares beneficially owned | 9,449 | As of July 9, 2025; <1% of outstanding |
| Ownership % of outstanding | <1% | Proxy denotes “*” = below 1% |
| Stock options outstanding | 10,000 | Granted Jun 20, 2025; not exercisable within 60 days of Jul 9, 2025; vests quarterly |
| Shares pledged | None disclosed | Company prohibits pledging absent pre-approval; no pledges noted for Adams |
Insider Trades
| Date Range Reviewed | Transactions by Mark Adams | Source |
|---|---|---|
| 2023–2025 (as disclosed in proxy) | None disclosed | Open-market purchases section lists other insiders; no Adams transactions |
Governance Assessment
- Positives:
- Independent director with cross-committee service (Audit and Compensation) and chair of Nominating & Corporate Governance—strong governance footprint for a new appointee .
- Director pay mix emphasizes equity (time-vested RSUs and options), aligning with shareholder interests; no performance metric gaming risk evident for director pay .
- No related-party transactions or pledging disclosed for Adams; company policy prohibits hedging/pledging without approval, supporting alignment .
- Watch items / potential risks:
- Very short board tenure (appointed June 2025); effectiveness signals (attendance, engagement, contributions) will develop over time .
- Company-level internal control material weaknesses disclosed for FY2024 (income tax provision, AR/unearned revenue, freight, inventory/cost of sales, related party presentation, ITGCs); as an Audit Committee member, remediation oversight will be a key investor focus .
- Administrative oversights noted in the proxy (e.g., missed director stock grants in prior years remedied in 2025) indicate governance process tightening is advisable (not specific to Adams but relevant to overall board effectiveness) .
Overall: Adams brings relevant operating and governance experience and is positioned across key committees to influence board effectiveness. Near‑term investor confidence indicators will include Audit Committee oversight of control remediation and transparent disclosure of progress, along with continued avoidance of related-party entanglements.
Appendix: Committee Composition Snapshot (for context)
| Committee | Members | Chair |
|---|---|---|
| Audit | Adams; Cummins; Posner | Posner |
| Compensation | Adams; Chippindale; Cummins | Chippindale |
| Nominating & Corporate Governance | Adams; Chippindale; Posner | Adams |