MentionFox
Board search and corporate governance

You're recommending a director for election. Verify before the proxy goes out.

A first-time public-company nominee. A C-suite candidate from outside the industry. A long-tenured director up for re-election. A nominee from an activist investor's slate. Before the nominating committee vote, before the proxy statement is filed, before the recommendation goes to the full board, you want to know: is the candidate's biography accurate as filed, is the prior-board governance pattern consistent with the role, is there a prior litigation or SEC enforcement surface anyone has missed, and what does the Form 4 trading pattern actually say? Public records hold all of that. We synthesize them into a brief the committee can read in five minutes.

Snapshot 200 credits / Full report 1,000 credits / Returns in 5 to 12 minutes

Why this is harder than it should be

If you have ever run public-record diligence on a director nominee, you already know the experience. You start with the candidate's biography from the search firm, which is polished and accurate as far as it goes but offers no way to confirm the prior-board governance pattern. You move to SEC EDGAR and pull the proxy statements from the candidate's prior public-company directorships, but each proxy is a long document and the relevant disclosures are scattered across the legal-proceedings section, the director-nominee biographies section, the related-party transactions section, and the audit-committee report. You search for any prior SEC enforcement actions on the candidate or on companies where the candidate served as an officer or director. You run CourtListener for prior litigation surface. You scan the press archive for any prior-board departure that was widely reported.

Each step takes ten or twenty minutes. Each one returns a fragment. Stitching the fragments together into a coherent picture takes hours, especially when the candidate has served on several public-company boards across two decades, when the candidate is multi-jurisdictionally exposed, or when the candidate has been involved in a prior corporate-governance dispute that resolved without litigation but generated a press-archive footprint. You also have no easy way to surface Form 4 trading patterns alongside the news-cycle dates around earnings releases and material corporate events — those exist inside specific filings that require pulling and reading the underlying schedule.

The harder problem is the prior-board governance pattern. A director who served on three boards over the past decade has accumulated an audit-committee record, a compensation-committee record, a nominating-and-governance-committee record, and a record across however many shareholder votes happened during their tenure. That record exists in the proxy statements, the say-on-pay vote outcomes, the contested-director-vote outcomes, and the audit-committee reports. Stitching those into a coherent prior-board governance summary is the work nobody has time for. The full Vetting Report does it for you, with explicit citations and a defamation-aware framework.

And then there is the question that committees often miss. The director-nominee questionnaire (the D and O questionnaire) is the candidate's own representation of their record. It is filled out in good faith, but it is the candidate's own filing. A public-record pass that compares the questionnaire against the actual public record and surfaces any discrepancies — for example, an undisclosed prior-board departure that was widely reported — is exactly what the Vetting Report is designed to do. The point is not to catch the candidate; the point is to give the committee a complete picture before the vote.

What MentionFox brings to this job

The Executive Vetter is the workhorse for board-candidate and senior-officer diligence. The Executive Den is the parallel surface for executives themselves who want to understand how the public record reads on their own profile.

Executive Vetter

The flagship report for any board candidate or senior officer under pre-election or pre-offer diligence. Twelve sections in the full report: identity verification, biography accuracy against SEC proxy disclosures, prior-board governance pattern across every public-company directorship, prior-employment SEC and regulatory record, Form 4 and Form 5 trading-pattern footprint, federal and state docket surface, prior-board departure pattern, public-press signal, severity-ranked red flags, and full source citations. Snapshot tier at 200 credits returns the structured one-page brief; full report at 1,000 credits returns the twelve-section deep dive.

Use Case: Hiring a Board Member

A walkthrough for the most common scenario: a nominating-and-governance committee has a candidate slate ahead of the next proxy filing and needs a public-record pass before the recommendation goes to the full board. Covers when to run the Snapshot tier versus the full report, how to read the prior-board governance pattern alongside the proxy filings, and the questions the committee should bring to the candidate interview once the public-record pass has surfaced its findings.

Executive Den

The parallel surface for executives and directors themselves — board-readiness and reputation tools for people preparing for a public-company directorship, an activist-slate candidacy, or a senior-officer role. Covers prior-board governance pattern that nominating committees will see, the Form 4 trading-pattern footprint that proxy advisors will see, and the public-press signal that institutional investors will weigh during the say-on-pay and director-election votes.

Founder Methodology

For nominating committees vetting a candidate from a private-company background — typically a venture-backed founder being recommended for a first public-company directorship. Covers prior-venture history, prior cap-table footprint, prior board service in private-company contexts (including any director-and-officer disputes that resolved privately), and the public-press signal across the founder's career. The Founder methodology is the right complement to the Executive methodology when the candidate's most recent public record is private-company-driven.

Expert Witness Methodology

For nominating committees vetting a candidate with significant prior expert-witness experience or for boards considering an expert-witness retainer. Covers prior expert-witness deposition testimony where transcripts are public, prior Daubert challenge history, prior expert-witness disqualification orders, and the academic and credentialing record. Useful when the candidate's prior public record is heavily expert-witness-weighted.

Verification Vetter Methodology

The trust spine that runs through every vetter on the platform. Explains the source-class taxonomy, the confidence framework, the citation discipline, the defamation guardrails, and the disambiguation hard-gate. If you want to understand the methodology behind every report on every subject type before trusting any specific report, this is the document. It is what a nominating-committee chair or a lead independent director would read first before relying on any specific Vetting Report.

A typical workflow — what a nominating committee actually does

A mid-cap public company is replacing a long-tenured director who is retiring. The nominating-and-governance committee has narrowed the search to two candidates: a former CEO of an industry-adjacent public company, and a long-tenured public-company director with experience across three boards in the past decade. The proxy filing is six weeks out. Before the committee recommendation goes to the full board, the committee chair runs an Executive Vetting Report on each candidate.

She runs two Snapshots for 400 credits total. In about six minutes, she has structured one-page briefs on each: identity verification, biography accuracy against the search firm's submission, prior-board governance pattern summary, prior-employment SEC and regulatory record summary, prior Form 4 trading-pattern signal, top three reasons to recommend, top three open questions, and a headline recommendation. Both look strong on the Snapshot pass. She moves both to full Vetting Reports for 1,000 credits each.

Twenty minutes later she has the full twelve-section dive on each. The prior-board governance pattern on the former-CEO candidate shows two prior public-company directorships with clean say-on-pay vote outcomes and no contested-director-vote events. The prior-board governance pattern on the multi-board-director candidate shows three prior directorships with one prior-board departure that was widely reported in the financial press around a corporate-governance dispute that resolved without litigation. The Vetting Report cites the original press, frames the departure as a litigation-adjacent event that was not the subject of any subsequent SEC enforcement action, and flags it as a MEDIUM signal worth raising with the candidate directly. The committee chair brings the matter to the candidate interview, hears the candidate's explanation, and proceeds to recommend with the full record on the table.

What she did not do: spend twelve hours toggling between EDGAR for prior proxy statements, CourtListener for prior litigation surface, the SEC enforcement-action archive, the press archive, and the candidate's biography from the search firm. The reports did the assembly. She did the reading.

What data sources the report draws from

Every claim in an Executive Vetting Report on a board candidate or senior officer is anchored to a named, public, federal-or-state source. The methodology page lists every source class and how it is weighted. For board-search-and-corporate-governance specifically, these are the sources that drive the report.

The four-class source taxonomy is explicit. Federal-Primary sources carry the highest weight. State corporation-registry filings, NYSE and Nasdaq listing-standard records, and proxy advisor public reports are Authoritative-Secondary. Press archives are signal, never verdict. Unverified claims are tagged, not laundered.

Sample report walkthrough

The canonical sample for executive-tier diligence is Brian Chesky, the chief executive of Airbnb. The full Executive Vetting Report runs the public record on a named executive subject through the same twelve-section structure that a board-candidate diligence pass would face, with executive-and-director-specific weighting on SEC filings, Form 4 trading-pattern footprint, prior-employment SEC and regulatory record, public-press signal, and litigation surface. The same source taxonomy and defamation guardrails apply.

SubjectBrian Chesky
Subject typeExecutive (Full Report)
StatusComplete / Shareable
Sections12 / 12

For a founder-tier comparison sample where the candidate's most recent public record is private-company-driven, see the Dario Amodei Founder Vetting Report. Both reports were generated from public records only, with full source citations and the same defamation guardrails that apply to every report on the platform.

Pricing for this use case

Executive Snapshot

200 credits. Returns in roughly three to five minutes. Structured one-page brief on a named candidate: identity verification, biography accuracy, prior-board governance pattern summary, prior-employment SEC and regulatory record summary, prior Form 4 trading-pattern signal, top three reasons to recommend, top three open questions, and a headline recommendation. The right tier when the nominating committee has a slate of candidates and wants a fast neutral check before narrowing to finalists.

Executive Vetting Report

1,000 credits. Returns in eight to twelve minutes. All twelve sections with paginated PDF output. Identity verification, biography accuracy against SEC proxy disclosures, prior-board governance pattern across every public-company directorship, prior-employment SEC and regulatory record, Form 4 and Form 5 trading-pattern footprint, federal and state docket surface, prior-board departure pattern, public-press signal, director-nominee-questionnaire reconciliation, severity-ranked red flags, and full source citations. The right tier for the pre-vote committee record on a director nominee.

Credits are sold in packs and via monthly subscription. See the full pricing page for credit-pack options.

Mini case studies

The nominating committee replacing a retiring director

A mid-cap industrial-sector public company is replacing a long-tenured director who is retiring. The committee has narrowed the search to two candidates. The committee chair runs full Executive Vetting Reports on both for 2,000 credits total. One candidate has clean prior-board service across three companies. The other has one prior-board departure that was widely reported around a corporate-governance dispute that resolved without litigation. The Vetting Report cites the original press, surfaces the relevant proxy filings from the period, and flags the matter for committee attention. The chair brings the matter to the candidate interview and proceeds to recommend with the full record on the table.

The lead independent director vetting an activist-slate nominee

A small-cap public company has received an activist-investor nominee through a 14a-8 proxy proposal. The lead independent director runs an Executive Vetting Report on the nominee for 1,000 credits. The Vetting Report surfaces the nominee's prior-employment SEC record at a hedge fund where a settled enforcement matter occurred during the nominee's tenure, the nominee's prior activist-slate candidacies at other public companies, and the press archive on each prior contested-director-vote outcome. The lead independent director uses the report to inform the nominating committee's response and the company's proxy-statement counter-presentation, with full citations to the underlying public sources.

Frequently asked questions

Why would a nominating committee run a verification report on a board candidate?

Because a director's reputational and legal exposure flows directly to the company that elects them, and the public records that would tell you about a candidate's prior-board governance pattern, prior litigation, prior SEC enforcement record, and prior insider-trading disclosures are scattered across SEC EDGAR, the federal and state court systems, the press archive, and prior-employer regulatory records. A single report stitches all of those together with a structured pre-election brief that fits the nominating committee's standard pre-vote workflow.

What does an SEC proxy statement actually disclose about a director nominee?

The annual proxy statement (Form DEF 14A) for any SEC-reporting company is required to disclose, for every director nominee, the nominee's other public-company directorships in the past five years, family relationships with other directors and officers, certain legal proceedings in the past ten years, and the basis for the nominating committee's determination that the nominee meets the company's director qualifications. The Vetting Report parses every prior proxy where the nominee has been disclosed.

What do Form 4 and Form 5 filings tell me about a director?

Form 4 reports each transaction in company securities by a director or officer within two business days. Form 5 is the annual reconciliation. The Vetting Report aggregates Form 4 and Form 5 filings across every public company where the candidate has served as a director or officer, surfaces the open-market transaction pattern, and flags any pattern that appears in news cycles around earnings releases or material corporate events.

Will the candidate know I ran a report?

No. Reports are private to the buyer unless explicitly marked shareable. The candidate is not notified that a report was generated about them.

What does a board candidate vetting report cost?

An Executive Snapshot is 200 credits. A full Executive Vetting Report is 1,000 credits. See the pricing page for credit-pack options.

Does the report tell me if a candidate will be a good director?

No. No public-record report can predict director performance. What it tells you is whether the candidate has a prior-board governance record consistent with the role, free of SEC enforcement actions or director-and-officer liability findings, accurate in their disclosed biography, and absent from a pattern of disqualifying public-record events. Director performance prediction requires reference calls and operational due diligence alongside the public-record floor.

Can I use this for executive search beyond the boardroom?

Yes. The Executive Vetter is the right tool for any C-suite candidate where the search committee or compensation committee wants a public-record pass before the offer letter. Same twelve-section structure, same source taxonomy. The use case page on hiring a board member walks through the board-specific workflow; the Executive methodology applies equally to CEO, CFO, general counsel, and other senior-officer searches.

How does this fit with the standard director-nominee questionnaire?

The Vetting Report is the public-record floor that the nominating committee runs alongside the candidate's standard director-nominee questionnaire. The questionnaire is the candidate's own representation. The Vetting Report is the independent public-record pass. Discrepancies between the two are exactly what the Vetting Report is designed to surface for committee attention before the vote.

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