Matthew Winkler
About Matthew Winkler
Matthew Winkler (age 44) is an independent director nominee elected to the ASPS board on May 13, 2025. He is a Managing Director at Benefit Street Partners (BSP), a credit-focused alternative asset manager, and holds a BA from Brown University. His governance credentials include serving on Jakks Pacific’s board since 2019 as Chair of Nominating & Governance and member of Audit and Compensation committees .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Benefit Street Partners (BSP) | Managing Director (New York) | Since July 2014 | Credit-focused alternative asset manager |
| Goldman Sachs (Special Assets Group) | Vice President | Not disclosed | Focused on special situations |
| Fridson Investment Advisors | Analyst | Not disclosed | Focused on distressed debt and M&A |
| Turnberry Capital Management | Analyst | Not disclosed | Focused on special situations and distressed debt |
| SG Cowen | Technology Investment Banking | Early career | Entry into investment banking |
External Roles
| Organization | Role | Since | Committees/Impact |
|---|---|---|---|
| Jakks Pacific (NASDAQ: JAKK) | Director | 2019 | Chair, Nominating & Governance; Member, Audit; Member, Compensation |
| Tradesmen International | Board Observer | Not disclosed | Governance observer role |
Board Governance
- Election and independence: Winkler was elected director on May 13, 2025, with 57,795,965 votes For, 116,257 Against, 16,893 Abstentions; the Board stated it expects he qualifies as independent under Nasdaq Rule 5605(a) .
- Committee assignments: Not assigned as of the March 17, 2025 record date; lender nominees were listed “N/A” for committee membership pending Board determinations .
- Board activity and attendance baseline: The Board met 14 times in 2024; all directors met ≥75% attendance on Board/committee meetings; independent directors held 4 executive sessions .
- Leadership: Lead Independent Director is Roland Müller‑Ineichen; Chair/CEO roles are combined (William B. Shepro), with LID role to balance oversight .
- Governance policies: Corporate Governance Guidelines cover director qualifications, stock ownership requirements, anti‑hedging/anti‑pledging, and executive sessions .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-management directors) | $54,000 | Paid quarterly; prorated if serving <1 year |
| Audit Committee Chair | +$25,000 | Chair premium |
| Compliance Committee Chair | +$17,500 | Chair premium |
| Compensation Committee Chair | +$15,000 | Chair premium |
| Nomination/Governance Committee Chair | +$12,500 | Chair premium |
| Audit Committee member (non-Chair) | +$10,000 | Member fee |
| Compliance Committee member (non-Chair; if not management) | +$10,000 | Member fee |
| Compensation Committee member (non-Chair) | +$7,500 | Member fee |
| Nom/Gov Committee member (non-Chair) | +$5,000 | Member fee |
| Reimbursement | Reasonable expenses | Travel, lodging, etc. |
| Tax preparation (Lux filings) | Company-paid | As approved by shareholders (2018 AGM) |
Performance Compensation
| Service Year | RSU Award Value | Share Price Basis | RSUs at Vest (if ≥75% attendance) | Condition |
|---|---|---|---|---|
| 2023–2024 | $120,000 | Avg high/low on May 17, 2023 | 28,037 shares | Vest at end of service year if ≥75% attendance |
| 2024–2025 | $120,000 | $1.83 (Avg high/low on May 31, 2024) | 65,574 shares | Vest at end of service year if ≥75% attendance |
| New director one-time grant | 500 restricted shares | Grant date | Vests in four equal installments at successive AGMs | New non-management director induction grant |
Note: Winkler’s specific 2024–2025 director grant/vesting outcomes and any prorations are not disclosed; structure above reflects program terms .
Other Directorships & Interlocks
| Entity | Relationship | Detail |
|---|---|---|
| Benefit Street Partners (BSP) | Employer; major shareholder | BSP beneficially owns 8,675,184 ASPS shares (9.91%) as of March 17, 2025 |
| Lender nomination | Nomination pathway | Winkler was proposed by a lender owning 3.5% of ASPS; nomination made by that lender as a stockholder, not by BSP (though BSP is also a lender) |
| Jakks Pacific | Public company board | Governance leadership; may inform ASPS board practices |
Expertise & Qualifications
- Distressed credit and special situations investing; transactional leadership across credit markets .
- Public board governance experience (chairing Nominating & Governance; audit and compensation committee service) .
- Finance and capital markets background (Goldman Sachs Special Assets Group; SG Cowen investment banking) .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Benefit Street Partners, LLC | 8,675,184 | 9.91% | Company-reported as of record date; BSP is Winkler’s employer |
| Other lender (unnamed) | Not disclosed | 3.5% | Nominated Winkler; stated as beneficial owner |
- Pledging/Hedging: Company policy prohibits executive hedging/pledging; Corporate Governance Guidelines include anti‑hedging and anti‑pledging provisions; proxy states no shares pledged by directors or NEOs as of record date .
- Minimum stock ownership guidelines: Non-management directors must hold at least 3× annual cash retainer; “each of our Directors currently meets” at time of disclosure (pre‑election); Winkler’s status post‑election not disclosed .
Governance Assessment
- Independence and lender ties: Board expects Winkler qualifies as independent under Nasdaq rules; however, his employer BSP is both a lender and a 9.91% shareholder, and he was nominated by a separate lender holding 3.5%—this multi-lender linkage elevates potential perceived conflicts and will warrant vigilant recusal and Audit Committee oversight on financing/transactions involving lenders (RED FLAG) .
- Committee influence: His Jakks experience (chairing Nominating & Governance; audit and comp membership) suggests strong governance competency, beneficial for ASPS’s board processes .
- Attendance and engagement: ASPS baseline shows rigorous meeting cadence (14 meetings in 2024) and executive sessions; director RSU awards require ≥75% attendance, aligning engagement incentives with pay .
- Shareholder support: Winkler’s election received strong support; 2025 Say‑on‑Pay passed with 57.58M For vs. 0.33M Against—signal of investor confidence in compensation governance framework .
- Related‑party transactions: Proxy discloses services from Aldridge|Pite (director-affiliated firm); no specific related‑party transactions disclosed regarding Winkler or BSP, but BSP’s lender/shareholder status implies situational conflicts—ensure strict application of Related Person Transactions Policy and recusals (RED FLAG) .
Appendix: Key Voting and Board Data
| Item | Data |
|---|---|
| Winkler election vote (May 13, 2025) | For 57,795,965; Against 116,257; Abstentions 16,893; Broker Non-Votes 4,222,347 |
| Board meetings in 2024 | 14; all directors ≥75% attendance; 4 executive sessions of independent directors |
| Lead Independent Director | Roland Müller‑Ineichen |
| Committee chairs | Audit: Müller‑Ineichen; Compensation: Hickok; Compliance: Aldridge; Nom/Gov: Morettini |
Related Person Transactions Policy and audit review procedures are documented and overseen by the Audit Committee; policy requires disclosure and review of any material interests of related persons .