Mark Davis

About Mark Davis

Mark Davis, age 62, is an independent Class I director of Yext who joined the Board in June 2024 and currently serves as Chair of the Audit Committee; he is designated an “audit committee financial expert.” He is a certified public accountant with a B.B.A. from Adelphi University, bringing more than two decades of audit and financial leadership experience from Deloitte & Touche LLP; he is also a Senior Relationship and Growth Advisor at CrossCountry Consulting. Davis met Yext’s independence standards under NYSE/SEC rules in the Board’s 2025 review, and the Board reported that each director met at least the 75% attendance threshold in FY2025.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member since June 12, 2024 and appointed Audit Committee Chair effective January 31, 2025 after the resignation of the prior chair; Audit Committee currently comprises Davis (Chair), Andrew Sheehan, and Hillary Smith. Davis and Sheehan are designated audit committee financial experts.
• Independence: The Board determined Davis is independent under NYSE and SEC rules; all standing committees are fully independent.
• Attendance and engagement: The Board met 10 times in FY2025, and each director attended at least 75% of applicable Board and committee meetings.
• Lead Independent Director: Andrew Sheehan serves as Lead Independent Director.
• Oversight mandates: The Audit Committee charter includes oversight of external auditor independence, internal audit, financial reporting, enterprise risk (including cybersecurity controls), and review/approval of related person transactions.

Fixed Compensation

• Policy framework (Outside Director Compensation Policy) and election features: Non‑employee directors receive cash retainers by role and may elect to receive cash in equity for the upcoming calendar year.

• FY2025 actual (Mark Davis): Partial-year cash fees reflect mid-year appointment and later elevation to Audit Chair.

Performance Compensation

• Structure and awards: Non‑employee director equity is time-based (RSUs or restricted stock) per policy; standard initial award ≈$350,000 value vests ratably over three years, and annual award ≈$175,000 vests after one year (subject to service).
• FY2025 grant (Mark Davis): Initial RSU award of 62,500 units with grant‑date fair value of $324,375; vesting one‑third on June 12, 2025 and annually thereafter on June 12, fully vesting June 12, 2027 (service‑based).

• Change-in-control terms (directors): All non‑employee director equity awards vest in full upon a “change in control” under the 2016 Plan.
• Clawback/hedging: Company maintains a clawback policy in compliance with Section 10D/NYSE; hedging or similar transactions are prohibited for Board members.

Other Directorships & Interlocks

Expertise & Qualifications

• CPA; B.B.A. from Adelphi University.
• Deep audit and financial services background (Deloitte partner and national managing partner roles) aligned to Audit Chair responsibilities.
• Designated “audit committee financial expert.”

Equity Ownership

• Outstanding director equity: 62,500 RSUs outstanding as of January 31, 2025.
• Stock ownership guidelines: Non‑employee directors are expected to hold Yext shares with a value equal to 5x the annual cash Board retainer, to be achieved within 5 years of guideline effective date or of becoming a director; pledged or encumbered shares do not count toward compliance.
• Hedging prohibition: Board members are prohibited from hedging or similar transactions involving company stock.

Governance Assessment

• Board effectiveness: Davis brings seasoned audit oversight and financial expertise to Yext’s Audit Committee and now chairs it, with formal “financial expert” designation—supportive of robust financial reporting oversight.
• Independence and attendance: The Board affirmed his independence and reported at least 75% attendance for all directors in FY2025—supportive of engagement standards.
• Incentive alignment: Director equity is service‑based and substantial relative to cash for Davis in FY2025 (initial RSU grant per policy), aligning director interests with shareholders; director equity fully accelerates upon a change in control, a term some investors monitor closely.
• Ownership policy and controls: A five‑times cash retainer stock ownership guideline with a five‑year ramp period applies, and hedging is prohibited, reinforcing alignment; as a recently appointed director, Davis’s beneficial ownership was reported as less than 1% as of March 31, 2025, with unvested RSUs outstanding.
• Related‑party safeguards: The Audit Committee oversees related person transactions under a formal policy, and directors are party to indemnification agreements—standard protections with clear oversight responsibilities.