Barbara Matas
About Barbara Matas
Independent director since February 2020; age 65. Former Citigroup senior leveraged finance executive with 30+ years in high‑yield and capital markets; MBA (Finance) University of Michigan; BS (Accounting & Quantitative Analysis) NYU. At BWIN, she chairs the Audit Committee and serves on the Technology & Cyber Risk Committee; the Board deems her independent and an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Citigroup | Managing Director; Head/Co‑Head; Chairman, Leveraged Finance Capital Markets | 1999–2016 | Led leveraged finance capital markets; deep debt markets expertise |
| Citicorp; Salomon Brothers | Banker, High‑Yield Capital Markets groups | 1985–1999 | Extensive high‑yield origination and distribution background |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| MidCap Financial Investment Corporation (formerly Apollo Investment Corporation) | Director; Nominating & Corporate Governance Member; Audit Committee Chair | 2017–present | Chair of Audit; governance focus |
| Sleep Number Corporation | Director; Chair, Capital Allocation Committee; Audit Member; former Audit Chair | 2016–present | Capital allocation leadership; audit oversight |
| DOROT (non‑profit) | Director; Chair, Investment Committee | N/A | Investment oversight |
| Middle Market Apollo Institutional Private Lending BDC | Board Member | N/A | Private lending governance |
Board Governance
- Committee assignments: Audit (Chair) and Technology & Cyber Risk (Member); Audit Committee members are all independent and designated “financial experts.”
- Independence and leadership: Board has 8 of 10 independent directors; lead independent director is Chris Sullivan; executive sessions of independents held quarterly.
- Classification/term: Class II director; term expires at the 2027 annual meeting.
- Risk oversight: Audit oversees ERM, financial reporting, internal controls, tax/investment policies, and reviews related‑person transactions. Technology & Cyber Risk covers cybersecurity and data risks.
| Body | Meetings Held (2024) | Average Attendance (%) |
|---|---|---|
| Board of Directors | 13 | 95% |
| Audit Committee | 4 | 100% |
| Compensation Committee | 5 | 100% |
| Nominating & Corporate Governance | 4 | 100% |
| Technology & Cyber Risk | 4 | 92% |
Fixed Compensation
| Component (FY 2024) | Amount ($) |
|---|---|
| Fees earned or paid in cash | 95,000 |
| Stock awards (grant‑date fair value) | 78,474 |
| Total | 173,474 |
| Shares granted (fully vested Class A) | 2,463 |
| 2025 Director Compensation Structure | Amount ($) |
|---|---|
| Annual Board cash retainer | 105,000 |
| Annual Board stock retainer | 105,000 |
| Audit Committee Chair retainer | 20,000 |
- No per‑meeting fees; directors are reimbursed for reasonable expenses; non‑employee directors do not receive retirement benefits, incentive compensation or perquisites.
Performance Compensation
| Metric | Applicability to Non‑Employee Directors |
|---|---|
| Annual cash/stock incentive plan | Not provided to directors |
| Performance shares/PSUs; options | Not provided to directors |
| Discretionary bonuses | Not provided to directors |
The company explicitly states non‑employee directors are not entitled to incentive compensation, retirement benefits or perquisites.
Other Directorships & Interlocks
| Company | Overlap/Interlock with BWIN counterparties | Notes |
|---|---|---|
| MidCap Financial Investment Corp. | None disclosed | Audit Chair at MidCap; no BWIN transaction disclosed |
| Sleep Number Corp. | None disclosed | Capital Allocation Chair; no BWIN transaction disclosed |
- Related‑party transactions at BWIN (context for conflicts oversight): Commission revenue from The Villages and affiliates ($3.1M); office leases with The Villages ($0.9M rent); brokerage commissions with an entity 35% owned by Compensation Committee member Chris Sullivan ($0.2M). Audit Committee (chaired by Matas) oversees RPT policy and approvals.
Expertise & Qualifications
- Audit/financial reporting and public company governance (Audit Committee financial expert; Audit Chair at BWIN and MidCap).
- Capital allocation and investment; mergers & acquisitions; insurance/risk industry knowledge per Board skills matrix.
- Technical oversight via Technology & Cyber Risk Committee membership.
- Education: MBA (Finance) University of Michigan; BS (Accounting & Quantitative Analysis) NYU.
Equity Ownership
| Holder | Class A Shares (#) | Class B Shares (#) | Combined Voting Power (%) |
|---|---|---|---|
| Barbara Matas | 14,612 | — | <1% |
- Shares outstanding at record date: Class A 70,236,423; Class B 48,257,594.
- Stock ownership guidelines: non‑employee directors must hold 5× annual Board cash retainer within 5 years; shares subject to pledges do not count.
- Guideline targets (derived): 2024 basis 5×$75,000 = $375,000 ; 2025 basis 5×$105,000 = $525,000
- Compliance status: Individual compliance not disclosed.
| Recent Insider Form 4 Filings (Barbara Matas) | |
|---|---|
| Jan 3, 2025 (trade date Jan 1, 2025): Form 4, Award (A), 614 shares; direct holdings updated. | |
| Jul 2, 2025: Form 4 filed (details in SEC index). | |
| Oct 3, 2025 (trade date Oct 1, 2025): Form 4, Award (A), 861 shares; direct holdings updated. |
Say‑on‑Pay & Shareholder Feedback
| Proposal (2025 AGM) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory Vote on NEO Compensation | 97,572,489 | 2,664,822 | 361,392 | 4,318,970 |
Strong support for executive pay suggests general investor confidence in governance oversight, including committees chaired by independent directors.
Governance Assessment
-
Strengths
- Independent director with deep debt markets and audit expertise; designated financial expert; chairs Audit Committee and contributes to cyber oversight.
- Board majority independent; quarterly executive sessions; clear committee charters; Audit Committee directly reviews related‑person transactions.
- Director pay mix includes equity (fully vested shares), supporting ownership alignment; increased 2025 retainers align with peer median.
- Explicit stock ownership guidelines for directors at 5× cash retainer encourage “skin‑in‑the‑game.”
-
Watch items / RED FLAGS
- Complex shareholder rights architecture: 2019/2024 Stockholders Agreements include holder approval rights and board nomination influence while pre‑IPO holders meet “Substantial Ownership Requirement”; Delaware litigation (Ruby Wagner) led to invalidation of certain approval rights and adoption of a new agreement; ongoing appeal and fee award risk. Independent committee established to safeguard decisions.
- Related‑party transactions with major holder (The Villages) and a sitting Compensation Committee member’s affiliated entity; while disclosed and under Audit oversight, these can present perceived conflicts.
- Dual‑class structure with significant Class B voting power concentrated among insiders and holders; potential governance overhang despite independent committees.
Overall, Matas’ audit leadership and independence are positives for financial stewardship and risk oversight; continued transparency and robust Audit Committee review of related‑party dealings and stockholder agreements are key to sustaining investor confidence.