Matthew Hamilton
About Matthew Hamilton
Matthew Hamilton (age 41) has served on a.k.a. Brands’ Board since September 2021 and is nominated to continue as a Class I director through 2028; he is designated “independent” under NYSE standards despite being affiliated with controlling shareholder Summit Partners . He is a Managing Director at Summit Partners (since 2005) focused on consumer eCommerce, fintech and services, and holds a B.A. in Economics from Colby College . The Board is a “controlled company” under NYSE rules given Summit’s majority ownership, and the company relies on the NYSE exemption for the Nominating Committee composition .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Summit Partners, L.P. | Managing Director | 2005–present | Focus on consumer eCommerce/fintech/services; extensive investment and board experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| EngageSmart (NASDAQ: ESMT) | Board experience | Public (acquired by Vista Equity Partners) | Listed as part of Hamilton’s investment and board experience |
| Flow Traders (Euronext: FLOW) | Board experience | Public | |
| Focus Financial Partners | Board experience | Public (acquired by KKR & Stone Point) | |
| Patriot Growth Insurance Services | Board experience | Private | |
| Progressive Finance | Board experience | Private (acquired by Aaron’s) | |
| Quay Australia | Board experience | Private | Dean (Chair) and McCormick also cite board roles with Quay, indicating a network tie |
| Salient Partners | Board experience | Private | |
| Snap Finance | Board experience | Private | |
| Solo Brands (NYSE: DTC) | Board experience | Public | |
| Telerik | Board experience | Private (acquired by Progress Software) | |
| Vestmark Financial | Board experience | Private |
Note: The proxy describes these as “investment and board experience,” not necessarily current directorships, unless otherwise stated .
Board Governance
- Committee assignments: Chair, Compensation Committee; Member composition: Hamilton (Chair), McCormick, Eskenazi .
- Independence: Board designated Hamilton as independent for all applicable NYSE listing standards; company is a NYSE “controlled company” due to Summit’s majority voting power and relies on the Nominating Committee exemption .
- Attendance and engagement: In 2024, the Board met 9 times; Compensation Committee met 6 times. Each director attended at least 75% of Board/committee meetings during their tenure, and all eight current directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session without management; Board Chair presides at such sessions .
- Controlled-company governance overlay: Summit holds board nomination and committee participation rights proportionate to ownership via a Director Nomination Agreement .
Fixed Compensation
| Year | Cash Fees ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 0 | 0 | 0 |
No compensation was paid to Dean or Hamilton for Board service because they are affiliated with Summit . Non-Summit directors receive a $50,000 annual cash retainer plus an annual RSU grant of $100,000; committee cash retains: Audit $15,000, Compensation $10,000, Nominating $7,500; $20,000 for Board chair/lead independent director (does not apply to Summit-affiliated directors) .
Performance Compensation
| Component | Structure | Details |
|---|---|---|
| Director performance-based pay | None disclosed for Hamilton | Summit-affiliated directors do not receive director equity; no performance-based director pay disclosed for Hamilton |
Other Directorships & Interlocks
| Relationship | Detail | Implication |
|---|---|---|
| Summit-controlled environment | Hamilton (Summit MD) is one of two Summit-affiliated board reps (with Dean) | Summit’s Director Nomination Agreement grants nomination and committee participation rights; potential influence on board composition and committees |
| Quay Australia network | Hamilton lists board experience; Dean’s and McCormick’s bios show Quay Australia board roles | Indicates information flow/linkages across outside board; monitor for related-party exposures if any transactions arise |
Expertise & Qualifications
- Consumer eCommerce, fintech/services investing and board experience; deep eCommerce knowledge cited as rationale for his nomination .
- Compensation governance: Chairs Compensation Committee overseeing CEO goals, executive pay design, risk assessment, and consultant oversight .
- Education: B.A. in Economics (Colby College) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Matthew Hamilton | 0 | <1% | No personal ownership disclosed; Summit’s New Excelerate, L.P. owns 6,053,693 shares (56.6%) but is controlled by Summit Partners with voting/dispositive authority via its committee; Hamilton is not listed as a beneficial owner of Summit’s stake . |
| Pledged/Hedged | Not disclosed for Hamilton; company policy prohibits pledging and hedging by directors | — | Hedging and pledging prohibited under Insider Trading Policy . |
Insider Trades (Section 16)
| Item | Disclosure |
|---|---|
| Section 16(a) compliance | The proxy lists delinquent Form 4s in 2024 for several directors but does not list any delinquency for Hamilton . |
Compensation Committee Analysis
- Composition: Hamilton (Chair), McCormick, Eskenazi; none is or has been an officer/employee; no interlocks disclosed with other companies’ executive officers serving on AKA’s Board/Compensation Committee .
- Use of independent consultant: Exequity retained since Nov-2023 for executive and director comp benchmarking/design; Compensation Committee concluded no conflicts or independence concerns; fees paid in 2024: $122,926 .
- Risk controls: Committee reviews incentive risk; company adopted a clawback policy effective Oct 2, 2023 under NYSE Rule 303A.14 and Exchange Act 10D; no recoupments in 2024 .
Related Party/Conflict Considerations
- Controlled company: Summit controls a majority of voting power; company relies on NYSE controlled-company exemptions (currently for Nominating Committee composition) .
- Director Nomination Agreement: Summit can designate board nominees and has committee participation rights proportionate to ownership; board size changes require Summit consent; agreement terminates below 5% ownership .
- RPT oversight: Audit Committee reviews/approves related-party transactions under a written policy with specified factors; Audit Committee also reviews and approves all related party transactions .
- Registration/stockholder agreements: Registration rights granted to Summit and other holders; stockholders agreement historically restricted certain founder sales aligned with Summit dispositions (time-limited) .
Governance Assessment
-
Positives:
- Independent designation under NYSE; meets experience/skill needs (eCommerce/fintech); strong committee leadership as Compensation Chair .
- Good Board/committee engagement metrics (9 Board meetings; Comp Committee met 6 times; directors ≥75% attendance; all directors attended 2024 annual meeting) .
- Compensation governance infrastructure: independent consultant (no conflicts) and formal clawback policy aligned with NYSE/SEC rules .
-
Risks/RED FLAGS to monitor:
- Controlled-company status and Summit nomination/committee rights concentrate influence; Hamilton is Summit-affiliated while chairing Compensation—potential perceived conflict regarding pay decisions and management oversight .
- Board Chair (also Summit-affiliated) presides over independent executive sessions—may dilute perceived independence even though board asserts independence under NYSE standards .
- Internal control material weaknesses disclosed historically (entity-level controls and segregation of duties) note enterprise oversight needs; remediation ongoing (context for Audit’s risk oversight) .
Overall: Hamilton brings relevant eCommerce/fintech board experience and leads the Compensation Committee with independent advisor support, but his Summit affiliation within a controlled-company framework and his chair role on comp warrant continued investor scrutiny around independence and potential alignment concerns, especially on pay design and CEO evaluation .