David Matlin
CleneAbout David J. Matlin
Independent Chairman of the Board at Clene Inc. since May 2021 and director since 2020; age 63 . Co‑founder and former CEO of MatlinPatterson Global Advisers (private equity) and co‑founder of MatlinPatterson Asset Management (credit hedge funds); previously Managing Director at Credit Suisse First Boston and founding partner of Merrion Group . Currently serves on the public board of TriSalus Life Sciences Inc. (NASDAQ: TLSI) and several private company boards; holds a J.D. (UCLA Law) and B.S. in economics (Wharton) . Clene states he was selected for his multi‑decade investing and leadership experience across mature and start‑up businesses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MatlinPatterson Global Advisers LLC | Co‑Founder, Chief Executive Officer | Co‑founded 2002; CEO until April 2021 | Led global private equity platform; initiated wind‑down starting 2017; legacy funds filed voluntary Chapter 11 in July 2021 to liquidate assets amid foreign litigation already deemed meritless by SDNY, to safeguard investors |
| MatlinPatterson Asset Management | Co‑Founder | Co‑founded 2010 | Launched U.S. credit hedge funds |
| Credit Suisse First Boston | Managing Director | Prior to founding MatlinPatterson | Senior investment banking leadership |
| Merrion Group, L.P. | Founding Partner | Prior to founding MatlinPatterson | Investment firm founding partner |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TriSalus Life Sciences Inc. (NASDAQ: TLSI) | Director | Current | Board service; interlock: CLNN director Dr. Arjun “JJ” Desai also serves on TLSI’s board |
| Various private companies | Director | Current | Board service (not individually named) |
Board Governance
- Roles: Independent Chairman of the Board; Chair, Nominating and Corporate Governance Committee; not a member of Audit or Compensation Committees .
- Independence: Board and committee independence affirmed under Nasdaq standards; Matlin is designated independent .
- Tenure structure: Classified board with staggered three‑year terms; Matlin is Class II and was nominated and re‑elected in 2025 for a term ending 2028 .
- Attendance: Board met nine times in 2024; each director serving in 2024 attended ≥75% of Board and applicable committee meetings; eight directors attended the 2024 annual meeting .
| Committee | Role | 2024 Meeting Count | Independence |
|---|---|---|---|
| Board of Directors | Chairman (non‑employee) | Board met 9 times in 2024 | Independent Chairman |
| Nominating & Corporate Governance | Chair | Committee met once in 2024 | All members independent; Matlin chairs |
| Audit | Not a member | Committee met 5 times in 2024 | All members independent |
| Compensation | Not a member | Committee met 2 times in 2024 | All members independent; FW Cook engaged by committee |
Fixed Compensation
- Director pay form: Equity options only; no cash retainer disclosed. Quarterly option grants for Board and committee service are fully exercisable at grant; annual Board service option grant vests monthly over 12 months and accelerates on a transaction or next annual meeting .
- Program update: Following the 1‑for‑20 reverse split effective July 11, 2024, annual option grant adjusted from 30,000 to 1,500 shares; initial new‑director grant adjusted from 45,000 to 2,250 shares; quarterly dollar values unchanged (Black‑Scholes equivalent) .
| Year | Component | Amount/Terms | Vesting | Citation |
|---|---|---|---|---|
| 2024 | Annual Board service option | 30,000 shares pre‑split | 1/12 monthly; accelerates on transaction or next annual meeting | |
| 2024 | Quarterly Board retainer option (member) | $10,000 per quarter (Black‑Scholes equivalent); fully exercisable at grant | Immediate | |
| 2024 | Quarterly Board retainer option (Chair) | $17,500 per quarter (Black‑Scholes equivalent); fully exercisable at grant | Immediate | |
| 2024 | Quarterly Audit Committee (member/chair) | $1,875 / $3,750 per quarter; fully exercisable | Immediate | |
| 2024 | Quarterly Compensation Committee (member/chair) | $1,500 / $3,000 per quarter; fully exercisable | Immediate | |
| 2024 | Quarterly Nominating & Governance (member/chair) | $1,000 / $2,000 per quarter; fully exercisable | Immediate | |
| 2025 Program (post‑split) | Annual Board service option | 1,500 shares | 1/12 monthly; accelerates on transaction or next annual meeting | |
| 2025 Program (post‑split) | New director initial option | 2,250 shares | 1/36 monthly |
| Director Compensation (2024) | Option Awards (USD) | Total (USD) |
|---|---|---|
| David J. Matlin | $86,676 | $86,676 |
Performance Compensation
| Award Type | Performance Metric | Vesting/Trigger Details | Notes |
|---|---|---|---|
| Annual Board service option | None disclosed | Time‑based: 1/12 monthly; accelerates upon transaction or at next annual meeting | Equity‑only; aligns with shareholder value via option value |
| Quarterly Board/Committee options | None disclosed | Fully exercisable at grant; Black‑Scholes value set by dollar retainer schedule | Immediate exercisability; no explicit performance hurdles |
| New director initial option | None disclosed | Time‑based: 1/36 monthly from grant month‑end | Applies to newly appointed/elected directors |
Clawback policy adopted Nov 28, 2023 applies to executive incentive‑based compensation under Rule 10D‑1; no director‑specific clawback provisions disclosed .
Other Directorships & Interlocks
| Company | Ticker | Role | Interlock/Overlap with CLNN |
|---|---|---|---|
| TriSalus Life Sciences Inc. | TLSI | Director | CLNN director Dr. Arjun “JJ” Desai also serves on TLSI’s board |
Expertise & Qualifications
- Legal and finance education: J.D. UCLA; B.S. Economics Wharton .
- Deep investment and restructuring background; public and private company board experience .
- Leadership credentials: former PE CEO; credit hedge fund co‑founder; MD at CSFB .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Class | Breakdown/Notes |
|---|---|---|---|
| David J. Matlin | 735,002 | 8.3% | Includes 40,704 options exercisable within 60 days; 242,307 warrants exercisable within 60 days; 7,500 shares held by Matlin Family Trust 2020 (trustee: Matlin) |
- Hedging/Pledging: Company policy strongly discourages hedging or transactions offsetting decreases in market value by directors and executives; no pledging by Matlin disclosed in proxy .
Related-Party Transactions and Conflicts
- October 2024 private placements: Matlin contributed approximately $0.5 million; securities included pre‑funded warrants (exercise price $0.001; exercisable immediately) and common warrants ($4.82 exercise; 5‑year term with fundamental transaction cash‑out at Black‑Scholes value under certain conditions) . Company’s related‑person policy requires Nominating & Corporate Governance and Audit Committee review/approval of related‑party transactions .
- No loans to Matlin or service contracts disclosed; senior secured convertible notes in Dec 2024 were purchased by entities controlled by another director (Mosca) and a 5% stockholder (Lisonbee), not Matlin .
Shareholder Voting Signals
| Proposal (May 22, 2025 Annual Meeting) | For | Withheld/Against | Abstained | Broker Non‑Votes |
|---|---|---|---|---|
| Elect David J. Matlin (Class II) | 2,923,656 | 937,043 | — | 1,744,947 |
| Elect Arjun “JJ” Desai (Class II) | 3,825,997 | 34,702 | — | 1,744,947 |
| Elect Matthew Kiernan (Class II) | 3,843,377 | 17,322 | — | 1,744,947 |
| Say‑on‑Pay (Advisory) | 3,662,992 | 137,918 | 59,789 | 1,744,947 |
| Amend 2020 Stock Plan | 3,303,977 | 515,320 | 41,402 | 1,744,947 |
Notable: Withheld votes for Matlin were materially higher than for the other two nominees, potentially indicating specific investor concerns despite re‑election by plurality .
Director Compensation Trends
- 2024 mix: 100% equity options; Matlin’s reported option award value was $86,676 .
- 2025 program calibrated for reverse split; quarterly dollar values unchanged; annual/new director share counts reduced per split .
- Outstanding director options: Matlin held 35,201 outstanding options as of Dec 31, 2024 .
Risk Indicators and RED FLAGS
- Prior bankruptcy involvement: Two legacy MatlinPatterson funds filed voluntary Chapter 11 in July 2021 to liquidate assets amid foreign litigation deemed meritless by SDNY—contextual governance consideration for reputation and litigation exposure history .
- Related‑party investment: Matlin’s participation in the October 2024 private placements could create perceived conflicts; mitigated by formal related‑party approval processes .
- Interlocks: Dual CLNN/TLSI directorships (Matlin and Desai) imply potential information flow; monitor for conflicts if company relationships emerge .
- Voting signal: Elevated “withheld” votes on Matlin vs. peers at 2025 annual meeting .
Governance Assessment
- Strengths: Independent Chairman; independent committee leadership; formal related‑party, ethics, and hedging policies; director attendance ≥75% in 2024; significant personal equity ownership (8.3%) aligning interests .
- Watch items: Higher withheld votes in 2025; participation in related‑party financing; historical Chapter 11 context; board/peer interlocks with TLSI .
- Compensation structure: Equity‑only director pay, immediate exercisability for quarterly grants; alignment via option value but limited explicit performance metrics for directors; 2025 program adjusted for reverse split .