Gordon Watson
About Gordon Watson
Independent director at Bakkt Holdings since 2021 (Class II; current term expires 2026). Background in fintech investing and special situations: Partner at Victory Park Capital Advisors (since 2014), Investment Manager for VIH Specialty Lending Investments PLC (LSE: VSL), and former Co-CEO of VPC Impact Acquisition Holdings II and III (SPACs). Education: B.A. in Political Science (Colgate University) and MBA (Columbia University). Age: 46 as of April 14, 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bakkt (pre-business combination “Closing”) | President and Chief Operating Officer; director | Prior to Closing (date not specified) | Operating leadership experience prior to public listing |
| GLG Partners (via Ore Hill Partners acquisition) | Portfolio Manager (distressed debt) | Prior to 2014 | Credit-focused investing; alternative investments |
| Ore Hill Partners | Partner | Prior to acquisition by GLG | Credit-focused hedge fund; partner-level responsibility |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Victory Park Capital Advisors, LLC | Partner; Investment Committee member; leads Fintech investing | 2014–present | Current primary role |
| VIH Specialty Lending Investments PLC (LSE: VSL) | Investment Manager | Not specified (current) | U.K.-listed investment trust; fintech lending focus |
| VPC Impact Acquisition Holdings II (SPAC) | Co-Chief Executive Officer | 2021–2023 | Public SPAC role (executive) |
| VPC Impact Acquisition Holdings III, Inc. (SPAC) | Co-Chief Executive Officer | 2021–2022 | Public SPAC role (executive) |
Board Governance
- Independence: Determined independent by the Board under NYSE standards in 2025; the Board considered his prior role as an officer of VPC Impact Acquisition Holdings before the Closing. In 2024 proxy materials he was not listed as independent; updated to independent in 2025.
- Committee assignments: None (not a member of Audit & Risk, Compensation, or Nominating & Corporate Governance committees).
- Board attendance: Each director attended at least 75% of board and applicable committee meetings in FY2023 (Board held 21 meetings) and FY2024 (Board held 12 meetings).
- Board leadership: Independent chair (Sean Collins); committees comprised only of independent directors. No separate lead independent director disclosed.
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Cash fees (director/committee/other) | $0 | $0 |
| Stock awards (RSUs; grant-date fair value) | $250,001 (includes RSUs elected in lieu of cash retainer) | $250,000 (includes RSUs elected in lieu of cash retainer) |
| Total director compensation | $250,001 | $250,000 |
Non-Employee Director Compensation Program (structure):
- Annual cash retainers: Director $50,000; Board Chair $100,000; Audit Chair $25,000/Members $10,000; Compensation Chair $20,000/Members $7,500; Nominating Chair $12,000/Members $5,000 (paid quarterly; additional pay possible for special committees).
- Annual equity: RSUs valued at $200,000 at each annual meeting; vest at the earlier of one year or next annual meeting; directors may elect to receive cash retainers in RSUs. Non-employee director total annual compensation capped at $750,000 ($1,000,000 in initial year) under the plan.
Performance Compensation
| Element | Terms | Performance Metrics |
|---|---|---|
| Annual Director RSUs | Time-based vesting at the earlier of one year or the following annual meeting; may be increased by RSUs in lieu of cash retainer | No performance metrics disclosed for director equity; time-based only |
Note: A 2025 special meeting approved a one-time option grant only for select management; non-employee directors were not included (table shows “All Non-Employee Directors –”).
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | None disclosed in BKKT 2025/2024 proxy materials for Mr. Watson (roles disclosed are executive/managerial at VSL and SPACs, not board directorships) |
| Committee roles at other public companies | Not disclosed |
| Potential interlocks/conflicts | Board considered Mr. Watson’s prior officer service at VPC Impact Acquisition Holdings in independence assessment; determined independent under NYSE rules in 2025 |
Expertise & Qualifications
- Fintech investing and capital markets (Victory Park Capital partner; investment committee; fintech specialty)
- Credit and distressed debt investing (GLG Partners/Ore Hill portfolio management)
- Public market transaction experience (SPAC Co-CEO roles)
- Education: B.A. (Colgate), MBA (Columbia)
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (Class A shares), as of Mar 31, 2025 | 26,231 shares (<1% of Class A; <1% total voting power) |
| Paired Interests (Opco unit + Class V share) | 0 |
| RSUs outstanding (12/31/2024) | 14,205 RSUs (vest May 31, 2025) |
| RSUs outstanding (12/31/2023) | 178,572 RSUs (prior-year outstanding) |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors |
Governance Assessment
- Alignment signals: Elected to receive all director compensation in equity in 2023 and 2024 (no cash fees), increasing at-risk exposure and alignment with shareholders.
- Independence/board effectiveness: Now classified as independent (2025), with the Board explicitly reviewing and clearing potential concerns arising from his prior SPAC officer role; no board committee assignments, which modestly limits direct involvement in audit, compensation, or nominating oversight.
- Attendance and engagement: Company reports at least 75% attendance for all directors in both FY2023 and FY2024, indicating baseline engagement; board met 21x in 2023 and 12x in 2024.
- Conflicts/related-party exposure: 2025 proxy’s related-person transactions section enumerates several items (e.g., ICE credit facility, Bakkt Trust sale to ICE), none involving Mr. Watson; policy requires Audit & Risk Committee approval of related party transactions.
- Risk indicators: Hedging/pledging prohibited; no delinquent Section 16 filings noted for Mr. Watson (one late filing in 2024 pertained to another officer).
Overall: Watson brings deep fintech and credit investing expertise and has shifted to full independence status with strong ownership alignment via equity-only director pay. The primary watch item is historical affiliation with the SPAC sponsor, which the Board considered in its independence determination, and the absence of committee roles limits direct oversight responsibilities.
Appendix: Director Compensation Program Detail (for reference)
| Cash Retainers | Amount |
|---|---|
| Non-employee director | $50,000/year |
| Non-executive Board Chair | $100,000/year |
| Audit Chair / Member | $25,000 / $10,000 |
| Compensation Chair / Member | $20,000 / $7,500 |
| Nominating Chair / Member | $12,000 / $5,000 |
| Annual equity (RSUs) | $200,000; vest earlier of 1-year or next annual meeting |
Note: Non-employee director compensation (cash + equity) capped at $750,000 annually ($1,000,000 in initial service year) under the 2021 Omnibus Incentive Plan.