Matthew E. Lipman
About Matthew E. Lipman
Matthew E. Lipman is Chief Executive Officer and Director at Capstone Holding Corp. (CAPS), age 46, with 20+ years of experience in growth strategy and acquisitions; he joined Brookstone Partners in 2004 (Managing Director), previously serving as an M&A analyst at UBS from 2001–2004, and holds a B.S. in Business Administration from Babson College . He has served on CAPS’s board since July 2017 and on Soluna Holdings’ board since 2016; he also sits on boards of Denison Pharmaceuticals, Advanced Disaster Recovery Inc., Virginia Abrasives, and TotalStone, LLC (Instone) . Company performance under current strategy shows FY2024 gross margin improved to 21.3% (from 19.9% in FY2023), net loss narrowed, and Q3 2025 pro forma adjusted EBITDA rose 46% with YTD pro forma revenue up 19% to $41.2M; the company targets a $100M revenue run-rate by early 2026 . TSR metrics are not disclosed.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UBS Financial Services (M&A Group) | Analyst | 2001–2004 | Transaction analysis and execution experience |
| Brookstone Partners | Managing Director | 2004–Present | Private equity deal sourcing, portfolio oversight, acquisitions |
| Capstone Holding Corp. | Director | Jul 2017–Present | Long-tenured governance role supporting acquisitions strategy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Soluna Holdings, Inc. (Nasdaq) | Director | 2016–Present | Public company board experience in digital infrastructure |
| Denison Pharmaceuticals, LLC | Director | Not disclosed | Portfolio governance/operations oversight |
| Advanced Disaster Recovery Inc. | Director | Not disclosed | Built from two firms; revenue increased post formation |
| Virginia Abrasives Corporation | Director | Not disclosed | Portfolio governance/operations oversight |
| TotalStone, LLC (Instone) | Director | Not disclosed | Oversight of primary operating subsidiary |
Fixed Compensation
| Component | Amount/Terms | Effective Dates | Notes |
|---|---|---|---|
| Base Salary | $250,000 per annum | Effective Mar 7, 2025 (agreement entered Jan 2, 2025) | CEO employment agreement |
| Target Bonus | 50%–100% of base salary | Per agreement term | Performance-based; specifics set by board |
| Prior Cash Compensation | $48,000 other annual compensation (2024) | FY2024 | No salary or bonus in 2023–2024 per NEO table |
| Prior Cash Compensation | $48,000 other annual compensation (2023) | FY2023 | No options/bonuses reported |
| Director Compensation Plan | $20,000 annual cash retainer (post-offering) | Adopted Mar 7, 2025 | Paid quarterly in arrears |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Performance Bonus | Profitability/performance (board-determined) | Not disclosed | 50%–100% of base | Not disclosed | Cash | N/A |
| Equity Awards (2015 Plan) | N/A | N/A | Plan fully utilized; all granted shares fully vested by 12/31/2024 | N/A | N/A | Fully vested by 1/1/2023 |
| 2025 Stock Incentive Plan | RSAs/Options/RSUs | Discretionary | Quarterly reserve equals 21.5% of common outstanding | Not disclosed | Stock | RSAs generally vest over ≥2 years |
No 10b5-1 trading plans were reported for directors/officers (“None.”) . No options granted in 2023–2024; no outstanding CEO options at FY2024 .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Common | % of Voting Power | Notes |
|---|---|---|---|---|
| Matthew E. Lipman | 2,698,508 | 42.75% | 36.98% | Includes 121,774 shares via BP Peptides, LLC; Brookstone Acquisition Partners XXI Corp. owns 81% of BP Peptides; Lipman owns ~4% of Brookstone XXI |
| BP Peptides, LLC | 128,096 | 2.03% | 1.76% | Warrant to purchase up to 6,322 shares issued to Brookstone Partners IAC |
| BPA XIV, LLC (Lipman controlled) | 2,528,662 | 40.06% | 34.65% | Received shares per Master Exchange Agreement |
- Pledging and hedging of Company stock are prohibited for Covered Persons; margin accounts and derivatives are banned by policy .
- No executive stock ownership guidelines disclosed.
Employment Terms
| Term | Detail | Dates | Notes |
|---|---|---|---|
| Agreement Effective | CEO agreement entered Jan 2, 2025; effective Mar 7, 2025 | 2025 | |
| Term & Renewal | Terminates Jan 31, 2028; automatic one-year extensions unless 120 days’ notice to opt out | 2025–2028 | |
| Non-Compete | 18 months post-termination | Post-termination | |
| Severance (“Good Reason” or no cause) | Lump sum equal to 3 years’ base salary plus target performance bonus; 12 months of premium copayment for coverage | If triggered | Single vs. double trigger not specified |
| Other Termination Outcomes | Earned but unpaid salary/bonus and accrued benefits for death, disability, cause, resignation without good reason, or non-extension | If applicable |
Board Governance & Service History
- Lipman is CEO and Director (since July 2017); board includes Chairman Michael Toporek and Lead Independent Director Charles Dana .
- Committees are fully independent: Audit (Holliman, Howse, Feldman; Holliman chair, financial expert), Compensation (Feldman chair; Dana, Holliman), Nominating & Governance (Dana chair; Howse, Feldman) .
- Independence affirmed under Nasdaq rules; four directors designated independent .
- Dual-role implications: Lipman’s substantial ownership and affiliations with Brookstone-controlled entities concentrate control; Series B Preferred protective provisions held by Nectarine (owned by board members) require consent for major actions—potential independence/minority protection concerns noted in risk factors .
Director Compensation
| Period | Component | Amount | Notes |
|---|---|---|---|
| 2025+ | Annual cash retainer | $20,000 | Adopted in connection with Mar 7, 2025 public offering |
| 2023–2024 | Annual director compensation (Holliman, Toporek) | $48,000 each year | Pre-offering board service compensation |
Compensation Committee Analysis
- Members: Feldman (Chair), Dana, Holliman; all independent .
- Process: Reviews compensation paid by similar public companies; determines non-cash compensation; no compensation consultants engaged .
- 2025 Stock Incentive Plan adopted; Board seeks shareholder approval; plan reserves 21.5% of outstanding shares quarterly, with RSAs, options, RSUs available and RSAs generally vesting over ≥2 years .
Related Party Transactions
- Notes payable and accrued interest to related parties at 12/31/2024: BP Peptides ($816,479), Stream Finance ($1,558,104), Brookstone Acquisition Partners XXI ($1,052,822) with detailed terms and maturities .
- Master Exchange Agreement: BPA XIV, LLC (Lipman-controlled) and Gordon Rocks, Inc. exchanged TotalStone interests for 2,528,662 and 822,128 CAPS common shares, respectively, on the restructuring date .
- Advisory fee: $200,000 paid in March 2025 to Brookstone Partners (entity controlled by CEO and Chairman) related to public offering .
Risk Indicators & Red Flags
- Concentrated control: BP Peptides LLC, BPA XIV, LLC, and Nectarine Management LLC collectively control >50% of voting stock; Series B protections require consent for major actions; potential misalignment with minority holders .
- Key person risk: Company does not carry key person life insurance; dependence on CEO Lipman and other senior leaders .
- Legal proceedings: None reported for directors/officers in last 10 years .
- Hedging/pledging: Prohibited for Covered Persons under Insider Trading Policy; short-swing profit compliance required .
- 10b5-1 plans: None currently disclosed .
Say-on-Pay & Shareholder Feedback
- Non-binding advisory vote on NEO compensation scheduled; majority of shares present required for approval .
- Board recommends a three-year frequency for future say-on-pay votes to align with long-term evaluation horizon .
Performance & Track Record
| Metric | FY 2023 | FY 2024 | Q1 2025 | YTD Q3 2025 |
|---|---|---|---|---|
| Net Sales ($USD thousands) | $48,354 | $44,876 | $7,899 | $41,200 (pro forma YTD) |
| Gross Profit ($USD thousands) | $9,611 | $9,570 | $1,325 | Not disclosed — |
| Gross Margin (%) | 19.9% | 21.3% | 16.8% | Not disclosed — |
| Net Income/Loss ($USD thousands) | $(3,819) | $(2,563) | $(1,728) | Not disclosed — |
| Adjusted EBITDA Growth | N/A | N/A | N/A | +46% (pro forma adjusted EBITDA YoY) |
Additional execution highlights:
- Q4 2024 revenue up >8% YoY for Instone; cost reductions and margin normalization initiatives underway .
- M&A momentum: $26M annualized revenue from H2 2025 acquisitions; pipeline at 4–6x EBITDA with 20–45% non-cash consideration; target $100M run-rate by early 2026 .
Employment Terms (Detailed Provisions)
| Provision | Term |
|---|---|
| Auto-renewal | One-year extensions unless 120 days’ notice |
| Severance triggers | Company without cause or CEO for good reason |
| Benefits continuation | 12 months premium copayment |
| Non-compete duration | 18 months post-termination |
Equity Ownership & Alignment (Detailed)
- No outstanding CEO options at FY2024; no options granted in 2023–2024 .
- Company prohibits pledging/hedging/margin accounts for insiders .
- 2025 Plan intended to “better align” directors, officers, employees, and consultants with shareholders via significant annual restricted stock grants; vesting generally ≥2 years .
Board Governance (Committees and Independence)
- Audit Committee: Holliman (Chair, financial expert), Howse, Feldman—independent; oversees auditors, scope, internal controls .
- Compensation Committee: Feldman (Chair), Dana, Holliman—independent; benchmarks pay vs similar public companies; no consultants .
- Nominating & Governance: Dana (Chair), Howse, Feldman—independent; board composition, governance, conflicts oversight .
- Lead Independent Director: Charles Dana (since March 2025) .
Investment Implications
- Alignment: Lipman’s substantial ownership (42.75% of common; 36.98% voting power) and prohibition on pledging/hedging materially align incentives with equity value creation; upcoming 2025 equity plan could further increase insider alignment via multi-year vesting .
- Retention/Continuity: Robust severance (3x salary + target bonus) and 18-month non-compete reduce near-term flight risk, but absence of key person insurance elevates impact risk if departure occurs .
- Governance/Control: Concentrated control through BPA XIV, BP Peptides, and Series B (Nectarine) protective provisions may constrain minority influence, affect capital allocation flexibility, and pose perceived independence concerns despite independent committees and Lead Independent Director .
- Trading Signals: No 10b5-1 plans and strict anti-hedging/pledging regime lower mechanical selling pressure; watch for equity grants under the 2025 Plan and any future Form 4 activity as indicators of insider confidence or liquidity needs .
- Execution: Recent record Q3 results (+46% adjusted EBITDA growth) and accretive acquisitions ($26M annualized revenue) support near-term growth targets; monitor integration performance and margins vs. plan to validate pay-for-performance outcomes tied to bonus determinations .