Mark J. Mendola
About Mark J. Mendola
Mark J. Mendola (age 61) is a Class II director nominee who joined the Vertex, Inc. (VERX) board in 2025; the Board determined he qualifies as an independent director under SEC and Nasdaq rules . He previously served as PwC US Vice Chair and Managing Partner (2016–2024) and held multiple senior leadership roles across PwC’s US and global tax businesses (2003–2016) . Education: MBA, University of Notre Dame; BA in Accounting, Oakland University . As of the April 16, 2025 record date, he reported no beneficial ownership of Vertex Class A or Class B shares .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PwC (US) | US Vice Chair & Managing Partner, US Leadership Team | 2016–2024 | Led firmwide growth strategies; digital and global delivery transformation |
| PwC (US/Global) | US Tax Leader; US Tax Managing Partner; Global Tax Leadership Team | 2009–2016 | Oversaw tax businesses and strategic transformation; technology-enabled service offerings |
| PwC (Canada/US) | Leader, Canadian Tax Practice; Office Managing Partner, Detroit; US/Global Automotive Tax Sector Leader | 2003–2009 | Sector leadership and regional operations management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Detroit Economic Club | Board of Directors | Current | Public service network in Detroit |
| Oakland University School of Business Administration | Board of Visitors (Emeritus) | Current | Advisory/emeritus capacity |
Board Governance
- Board classification and tenure: Mendola is a Class II nominee elected for a term through the 2028 annual meeting; he joined the board in 2025 .
- Independence: Board affirmatively determined Mendola is independent under SEC/Nasdaq standards .
- Committee assignments: As of the 2025 proxy, committee rosters did not include Mendola; Audit (Chair: J. Richard Stamm), Human Capital (Chair: Philip Saunders), Nominating & Governance (Chair: Bradley Gayton) .
- Attendance: The board held five meetings in 2024; each director then serving attended at least 75% of board and committee meetings. Mendola was not yet on the board in 2024 .
- Lead Independent Director: Eric Andersen .
- Executive sessions: Non‑employee directors hold regular executive sessions .
- Controlled company: Vertex is a “controlled company” under Nasdaq due to >50% voting power under the Stockholders’ Agreement, though it stated it was not relying on the exemptions as of the filing date .
Fixed Compensation
Vertex’s non‑employee director compensation program (2024 parameters, unchanged in the 2025 proxy) :
- Annual cash retainer: $42,000 .
- Equity grant at each annual meeting: Restricted stock award sized at $200,000 fair value (shares determined by closing price on grant date), vesting before the next annual meeting or on first anniversary; accelerates on change of control .
- Additional annual fees:
- Lead Independent Director: $20,000
- Audit Chair: $20,000; Audit members: $10,000
- Human Capital Chair: $15,000; members: $7,500
- Nominating & Governance Chair: $12,000; members: $6,000
| Component | Amount | Vesting/Notes |
|---|---|---|
| Annual cash retainer | $42,000 | Paid monthly |
| Equity grant (RS) | $200,000 FV | Vests before next annual meeting or 1-year; accelerates on CoC |
| Lead Independent Director fee | $20,000 | Annual |
| Audit Chair / Member | $20,000 / $10,000 | Annual |
| Human Capital Chair / Member | $15,000 / $7,500 | Annual |
| Nominating & Governance Chair / Member | $12,000 / $6,000 | Annual |
Notes:
- Current program emphasizes cash retainer plus time‑based restricted stock. No meeting fees disclosed .
- Anti‑hedging/anti‑pledging policy applies to directors .
- Vertex discloses maintaining stock ownership guidelines for directors and executives .
Performance Compensation
Directors are not subject to annual corporate performance metrics; equity grants are time‑vested restricted stock. Corporate performance metrics (used for executive bonuses) included revenue, pre‑tax net income, and adjusted cash from operations; not applicable to non‑employee directors .
| Metric Type | Applies to Directors? | Notes |
|---|---|---|
| Annual incentive tied to revenue, pre-tax NI, adjusted CFO | No | Executive plan only; directors compensated via fixed cash + RS awards |
| Equity vesting conditioned on performance | No | Director RS awards vest time‑based; accelerate on CoC |
Other Directorships & Interlocks
| Company/Organization | Public Company? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Detroit Economic Club | No | Director | None with Vertex business |
| Oakland University (Board of Visitors) | No | Emeritus | None |
| PwC (former roles) | N/A | Former senior executive | Vertex’s current auditor is Crowe LLP, reducing auditor‑conflict risk ; note shared PwC alumni on board (Stamm) |
- No current public company directorships disclosed for Mendola .
- Human Capital Committee interlocks: None reported .
Expertise & Qualifications
- Deep corporate finance, tax leadership, digital transformation, and technology-enabled service model experience from senior PwC roles .
- Graduate business education (MBA) and accounting degree .
- Industry and governance insight through external civic/academic boards .
- Board determined independence and overall board composition provides effective oversight, including ESG oversight by Nominating & Governance Committee and risk oversight by Audit Committee .
Equity Ownership
| Holder | Class A Shares | Class A % | Class B Shares | Class B % | Combined Voting Power % |
|---|---|---|---|---|---|
| Mark J. Mendola | — | * (<1%) | — | — | * (<1%) |
Policies:
- Anti‑hedging and anti‑pledging: Directors and entities they control are prohibited from pledging Vertex securities or engaging in hedging/monetization transactions .
- Director stock ownership guidelines: Company maintains guidelines for directors and executives (details not itemized in proxy) .
Governance Assessment
Key findings
- Independence and credentials: Mendola is board‑designated independent with substantial leadership experience in finance and tax; brings technology transformation perspective .
- Committee roles: Not assigned as of the 2025 proxy; existing committees are fully independent and active (10 audit meetings; 6 each for Human Capital and Nominating & Governance) .
- Alignment and incentives: Director pay combines cash retainer with time‑based equity; anti‑hedging/pledging policies support alignment; ownership at record date was zero, so initial “skin in the game” is limited until annual RS grant vests .
- Board effectiveness context: Lead independent director in place; regular executive sessions; formal clawback, code of ethics, and governance guidelines; risk and cybersecurity oversight described .
- Controlled company: Concentrated voting power via Stockholders’ Agreement; while company states no reliance on exemptions, investors should monitor governance independence over time .
Potential conflicts or red flags
- PwC alumni concentration: Mendola and director J. Richard Stamm both held senior roles at PwC; not a formal conflict given Crowe LLP is the current auditor, but monitor for groupthink risk and advisor selection biases .
- Controlled company dynamics: Westphal family voting control can influence director selection and board dynamics; ongoing disclosure indicates board independence standards met, but concentrated control is a structural governance risk .
- Ownership alignment: Mendola reported no beneficial ownership at record date; watch subsequent Form 4 filings for grant receipt and accumulation to meet director ownership guidelines .
Attendance and engagement
- Policy expectation: Directors are expected to prepare and attend board and committee meetings; in 2024 all directors then serving met ≥75% threshold. Mendola’s attendance will be trackable in subsequent proxies .
Compensation structure signals
- Director pay is standard for Nasdaq software peers: fixed retainer plus $200k RS grants; no meeting fees; added fees for leadership/committee service .
- Shareholder-friendly features: Anti‑hedging/pledging and no tax gross‑ups; director RS awards accelerate on change in control; company reports strong say‑on‑pay support (99%) for executive comp program, indicating positive investor sentiment toward pay practices overall .
Related party transactions
- None reported for 2024 beyond registration cost items under the Stockholders’ Agreement; no transactions involving directors noted .
Executive sessions and oversight frequency
- Regular executive sessions of non‑employee directors; committee activity levels disclosed (Audit: 10; Human Capital: 6; Nominating & Governance: 6 in 2024) .
Overall implication
- Mendola’s independence, finance/tax expertise, and transformation experience should enhance board oversight of Vertex’s growth and compliance posture. Structural controlled‑company risks and limited initial personal share ownership warrant monitoring for alignment and committee placement over 2025–2026 .