Michael Toporek
About Michael Toporek
Michael Toporek (age 61) is Chairman of Capstone Holding Corp. (CAPS) and has served as a director since July 2017. He is Managing General Partner of Brookstone Partners (since 2003) and previously was CEO (Nov 2020–May 2023) and now Executive Chairman (since May 2023) of Soluna Holdings; earlier career roles include Chemical Bank’s Investment Banking Group, Dillon, Read & Co. (later UBS Warburg), and SG Cowen. He holds a B.A. in Economics and an MBA from the University of Chicago . He is not classified as an independent director under Nasdaq rules; CAPS identifies Dana, Feldman, Howse, and Holliman as independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brookstone Partners | Managing General Partner | Since 2003 | Strategic and financial expertise cited as qualification for CAPS chairmanship |
| Soluna Holdings, Inc. (Nasdaq) | CEO; Executive Chairman | CEO: Nov 2020–May 2023; Executive Chairman since May 2023 | Board member since 2016 |
| Chemical Bank (Investment Banking Group) | Banker | Not disclosed | Early career; foundational finance experience |
| Dillon, Read & Co. (became UBS Warburg) | Banker | Not disclosed | Investment banking roles |
| SG Cowen & Co. | Banker | Not disclosed | Investment banking roles |
External Roles
| Organization | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| Soluna Holdings, Inc. | Executive Chairman; Director | Public (Nasdaq) | Director since 2016; Executive Chairman since May 2023 |
| Harmattan Energy Limited | Director | Not disclosed | Current directorship mentioned |
Board Governance
- Board role: Chairman of the Board; not a member of Audit, Compensation, or Nominating & Corporate Governance Committees .
- Independence: Not listed among independent directors; independent directors are Charles Dana, Fredric J. Feldman, Ph.D., Elwood D. Howse, Jr., and John M. Holliman, III .
- Committees (rosters):
- Audit: Holliman (Chair), Howse, Feldman
- Compensation: Feldman (Chair), Dana, Holliman
- Nominating & Corporate Governance: Dana (Chair), Howse, Feldman
- Lead Independent Director: Charles “Chuck” Dana .
- Attendance: Not disclosed in the proxy.
- Tenure on CAPS Board: Director since July 2017 .
Fixed Compensation
| Component | Amount/Terms | Period | Notes |
|---|---|---|---|
| Director fees (pre-IPO) | $48,000 cash annually | 2023, 2024 | For service on the Board prior to March 7, 2025 offering (applies to Holliman and Toporek) |
| Director retainer (post-IPO plan) | $20,000 annual cash, paid quarterly in arrears | Adopted Mar 7, 2025 | General director compensation plan; no chair premium disclosed |
Performance Compensation
| Element | Disclosed? | Details |
|---|---|---|
| Equity awards to directors | Plan adopted; specific grants not disclosed | Company intends to grant options/RSUs under 2025 Stock Incentive Plan; 21.5% of outstanding shares reserved on a quarterly-measured basis; grants discretionary; potential dilution noted |
| Options outstanding (Toporek) | No | No options shown for Toporek in 2023–2024 tables; no NEO options granted in 2023/2024 |
No director performance metrics (e.g., TSR, EBITDA) tied to director pay are disclosed; the program centers on retainers and potential equity grants under the 2025 Plan .
Other Directorships & Interlocks
| Person/Entity | Relationship to CAPS | Interlock/Risk Consideration |
|---|---|---|
| Michael Toporek → Brookstone Partners | Managing General Partner | Multiple related-party arrangements involve Brookstone affiliates (management fees, financing), creating potential conflicts requiring oversight |
| Nectarine Management LLC | Holds all Series B Preferred; voting controlled solely by Toporek | Carries consent rights over major corporate actions; board seeking shareholder approval for paying Nectarine consent fees of 0.25%–2% per transaction and legal reimbursements (up to $50k) |
| CAPS independent directors (Dana, Feldman, Howse, Holliman) | Committee chairs and members | Nominating & Corporate Governance Committee designated to oversee Nectarine agreement; interested directors to recuse on matters involving Nectarine |
| Charles “Chuck” Dana | Lead Independent Director; Brookstone Operating Partner | Brookstone ties among directors heighten perception risk; mitigated by independent committee structure |
Expertise & Qualifications
- Finance and M&A: Decades in investment banking and private equity; Managing General Partner at Brookstone Partners .
- Public company leadership: Former CEO and current Executive Chairman of Soluna Holdings .
- Education: B.A. Economics; MBA (University of Chicago) .
Equity Ownership
| Holder | Shares Beneficially Owned (Common) | % of Common | Voting Power % | Notes |
|---|---|---|---|---|
| Michael Toporek | 169,846 | 2.69% | 15.83% | Includes 121,774 shares controlled via BP Peptides, LLC; BP Peptides is controlled by Lipman and Toporek; Brookstone Acquisition Partners XXI owns 81% of BP Peptides; Toporek owns ~30% of Brookstone XXI |
| Series B Preferred (Nectarine Management LLC) | 985,063 votes | — | Included in voting calc | Voting of securities held by Nectarine solely controlled by Mr. Toporek |
| All directors and officers (8 persons) | 3,733,077 | 59.14% | 64.65% | Group totals as disclosed |
Ownership and control: Beyond common shares, Toporek’s sole control of Series B Preferred voting through Nectarine confers significant influence over key corporate actions and overall voting dynamics .
Governance Assessment
- Independence and committee roles: Toporek is non-independent and holds the Chair role, with no committee memberships, while independent directors chair all key committees (audit, compensation, nominating), which is a positive structural safeguard .
- Concentration of control: Nectarine (controlled by Toporek) holds all Series B Preferred with strong consent rights, consolidating influence over capital structure, M&A, and indebtedness; this can constrain strategic flexibility and presents a material governance overhang .
- Related-party exposure: Multiple Brookstone-affiliated arrangements (management fees at TotalStone of $400k/year; Stream Finance mezzanine loan managed by Brookstone; historical conversions/notes with BP Peptides and Brookstone XXI) present ongoing conflict risks requiring robust independent oversight and disclosure .
- Proposed Nectarine payments (RED FLAG): Board seeks shareholder approval to pay Nectarine transaction-based consent fees (0.25%–2% of value) and reimburse legal costs up to $50k per consent; while a disinterested committee would approve fees and interested directors would recuse, compensating a controlling preferred holder for consents could be perceived as shareholder-unfriendly and dilutive if paid in stock .
- Re-domicile to Nevada: Proposed move may lower franchise taxes, but Nevada corporate law provides broader director/officer liability protections vs. Delaware, potentially reducing stockholder recourse; investors should weigh cost benefits against governance protections .
- Equity plan dilution: 2025 Stock Incentive Plan reserves 21.5% of outstanding shares on a quarterly basis (with “Specified Awards” excluded from cap), implying substantial potential dilution if heavily utilized; board rationale is talent attraction/retention, but governance optics depend on grant discipline and performance linkage .
Overall: Toporek brings deep finance, M&A, and public company leadership experience, but his non-independence, sole control of Series B votes, and extensive related-party ties (including proposed consent fees to Nectarine) present elevated governance and conflict-of-interest risks. Strong independent committee oversight and transparent, shareholder-aligned application of the equity plan are critical mitigants .