Matthew J. Swann
About Matthew J. Swann
Matthew J. Swann, age 54, was appointed to the Board of Heritage Distilling Holding Company, Inc. (NASDAQ: CASK) on January 6, 2025 and seated in Class II with his initial term expiring at the 2026 annual meeting; he was simultaneously named Chair of the newly created Technology and Cryptocurrency Committee. He is a seasoned technology executive with decades of experience in cloud computing, fintech and digital payments, having served as CTO at NuBank and Booking.com, VP at Amazon in global payments, CTO at StubHub, and CIO for Citibank’s Global Consumer Bank; he holds a B.S. in Computer Information Systems from Arizona State University. He is designated independent under Nasdaq and SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NuBank (NYSE: NU) | Chief Technology Officer | Mar 2021 – Feb 2023 | Drove innovation, growth and strategy across product/platform development |
| Booking.com (NASDAQ: BKNG) | Chief Technology Officer | 2018 – Mar 2021 | Led technology transformation at major online travel agency |
| Amazon (NASDAQ: AMZN) | Vice President | Nearly a decade | Established and oversaw international/global digital payment platforms |
| StubHub | Chief Technology Officer | Not disclosed | Senior-level technology leadership |
| Citibank (NYSE: C) | Chief Information Officer (Global Consumer Bank, Cards, Payments, Digital) | Not disclosed | Oversaw large-scale tech operations |
| Foo Services | President (technology consulting) | Since Jan 2023 | Strategic advisor and consultant |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Thredd Payments (London-based fintech) | Non-executive Director | Current | Supports digital innovation/strategy |
| Payfare Inc. (TSX: PAY) | Director | Prior | Served prior to the company’s sale to a third party |
Board Governance
- Committee assignments and roles:
- Technology & Cryptocurrency Committee: Chair; mandate includes evaluating technology, AI implementation, and oversight of cryptocurrency treasury policy (Bitcoin as primary crypto)
- Compensation Committee: Member; independent; committee reviews and approves director and executive compensation and administers stock plans
- Nominating & Corporate Governance Committee: Member; independent; committee handles director qualifications, board organization, and best-practice governance policies
- Independence: Board determined five directors are independent; only independent directors serve on Audit, Compensation, and Nominating & Governance Committees. Swann is independent under Nasdaq/SEC rules
- Term and class: Class II director; term expires at the 2026 annual meeting; expected to stand for re-election
- Board leadership: CEO Justin B. Stiefel is Chairman; independent directors may meet in executive session after each meeting at their discretion
- Attendance: Annual meeting attendance is expected for all directors; specific board/committee attendance rates not disclosed
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $40,000 per year | Payable quarterly; excludes executive directors |
| Committee Chair fee (per committee) | $5,000 per quarter ($20,000/year) | Paid in addition to base retainer; chair earns chair fee only (not member fee) |
| Committee Member fee (per committee) | $2,500 per quarter ($10,000/year) | Paid in addition to base retainer |
| Reimbursement | Preapproved travel/lodging expenses reimbursed within 30 days | Requires satisfactory documentation |
Performance Compensation
| Award Type | Grant Details | Vesting / Metrics | Change-of-Control Treatment | Clawback / Restrictions |
|---|---|---|---|---|
| One-time initial RSU (non-employee director) | Granted upon appointment (amount set by Board) | Vests in arrears in two equal tranches on first and second anniversaries of board service; no specific performance metrics disclosed for directors | ||
| Optional one-time initial stock options | Eligible at Board discretion under 2024 Plan | Standard option terms per Plan; director-specific strike/term not disclosed | ||
| Annual equity grants | Determined annually by Board under 2024 Plan | Award type/amount/vesting schedule set for continued service; metrics not specified for directors | ||
| Plan treatment on “sale event” | Options: immediate vest; cash-out if in-the-money; RSUs (non-performance) vest and settle; performance awards canceled for cash at better of target or trend | Applies if awards not assumed or replaced by acquirer | ||
| Clawbacks and anti-repricing | Awards subject to recoupment policies; no option repricing/exchanges without stockholder approval | 2024 Plan prohibits backdating and repricing; recoupment/claw-back policy applies |
Other Directorships & Interlocks
| Item | Details |
|---|---|
| Compensation Committee interlocks | None: no executive officer served on another issuer’s board/comp committee with a reciprocal relationship; committee members (including Swann) have not been officers or employees of the Company |
| Related-party transactions (Item 404) | None for Swann; no current or proposed transactions requiring disclosure |
Expertise & Qualifications
- Deep technology, fintech, digital payments, e-commerce, AI and data analytics experience aligned with CASK’s DTC/e-commerce ambitions and crypto policy development
- Governance qualification: serves on Compensation and Nominating & Corporate Governance committees, bringing specialized technology oversight as Chair of Technology & Cryptocurrency Committee
- Education: B.S., Computer Information Systems, Arizona State University
Equity Ownership
| Holder | Common Shares | Options Exercisable within 60 Days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Matthew J. Swann | 105,750 | 570 | 106,320 | <1% |
- Insider trading policy: prohibits hedging, short sales, margin purchases, and pledging of Company stock; trading limited to open windows (except 10b5-1 plans). No pledging by directors permitted under policy .
Governance Assessment
- Strengths:
- Independent director with relevant technology and payments expertise; active engagement through chairing Technology & Cryptocurrency and membership on Compensation and NCG committees .
- Ownership alignment via common stock and options; policy prohibits hedging/pledging, supporting alignment with shareholders .
- No related-party transactions and no compensation committee interlocks, reducing conflict risk .
- Concerns / Watch items:
- Oversight of Bitcoin Treasury Policy and crypto acceptance/holding strategy introduces non-core asset volatility and operational/controls complexity; while governance structures are defined, execution risk and market perception require monitoring .
- Company pursued significant equity financing and authorized share increases in 2025; while not director-specific, dilution and capital structure changes may affect investor confidence; Compensation Committee should scrutinize pay/equity usage amid high dilution rates .
- Section 16 initial Form 3 filings were late for all directors/executives at IPO but subsequently filed; minor compliance blemish to track for future governance discipline .
Overall, Swann’s committee leadership and independence are positives for board effectiveness, particularly on technology/crypto oversight. The crypto treasury initiative is a strategic differentiator but raises governance and risk oversight demands; continued clarity on controls, custody, accounting (ASU 2023-08), and risk thresholds will be critical to sustaining investor confidence.