Michael Trzupek
About Michael Trzupek
Independent director of CaliberCos Inc. (CWD) since May 2023; age 54. He serves as CFO of Imagination Technologies (UK) and previously was CFO of Core Scientific (2020–2022) and CFO of Premera Blue Cross (2019–2020). Earlier roles include Group VP at Providence St. Joseph Health, Corporate Finance GM at Microsoft (Xbox/Surface), and finance at Intel. He holds an MBA from the University of Chicago; the Board deems him independent under Nasdaq standards, and he has served on all three standing committees; he was designated an audit committee financial expert in 2024 and later rotated off the Audit chair role in 2025 .
Past Roles
| Organization | Role | Tenure/Timing | Notes |
|---|---|---|---|
| Imagination Technologies | Chief Financial Officer | Current (as of 2025 proxy) | UK-based semiconductor and software design company . |
| Core Scientific | Chief Financial Officer | Sep 2020–Apr 2022 | One of the largest digital asset mining infrastructure providers in North America . |
| Premera Blue Cross | Chief Financial Officer | Feb 2019–Jun 2020 | Oversaw accounting, FP&A, investment, treasury . |
| Providence St. Joseph Health | Group Vice President | Prior to 2019 | Finance functions, strategic planning, M&A evaluation . |
| Microsoft | Corporate Finance General Manager | Prior to Providence | Business planning for Xbox and Surface . |
| Intel | Finance roles | Early career | Began financial career at Intel . |
External Roles
| Organization | Role | Committee/Impact |
|---|---|---|
| Seattle Aquarium | Board of Directors | Board service noted . |
| eCapital Advisors | Advisory Board (former) | Former advisory role . |
Board Governance
- Independence: Board determined Trzupek is independent (Nasdaq standards) .
- Committees (2025): Audit; Compensation; Nominating & Corporate Governance (member) .
- Committee Chair history: Audit Committee Chair and designated “audit committee financial expert” in 2024; in 2025, Audit Chair role shifted to Lawrence X. Taylor III; Trzupek remains a member .
- Attendance: In 2024, the Board held 4 meetings and each committee held 4; all directors attended at least 75% of Board and applicable committee meetings .
- Board leadership: CEO also serves as Board Chair; company is a “controlled company” but did not rely on the exemption for 2025 director elections .
- Audit Committee report: Recommended inclusion of 2024 audited financials in the 10-K; Trzupek signed as a member .
Fixed Compensation
| Year | Annual Cash Retainer ($) | Notes |
|---|---|---|
| 2023 | 62,500 | Non-employee director compensation consisted of cash; expenses reimbursed . |
| 2024 | 75,000 | Non-employee director compensation consisted of $75,000 cash; expenses reimbursed . |
Performance Compensation
| Year | Option Awards ($) | Stock/Equity Plan Details |
|---|---|---|
| 2023 | — | No equity shown for directors in 2023 table . |
| 2024 | 110,006 | Option Awards reported; proxy does not disclose director-specific performance metrics or vesting schedule for these option grants . |
No director performance metrics (e.g., revenue/EBITDA/TSR) tied to director pay were disclosed; director equity award terms (grant date, vesting) not itemized in the proxy .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Trzupek . |
| Private/non-profit boards | Seattle Aquarium Board . |
| Potential interlocks/conflicts | None disclosed; Audit Committee reviews related person transactions . |
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert” (2024) .
- Deep finance/operations background across semiconductors, digital assets infrastructure, health insurance, and technology hardware .
- Education: MBA, University of Chicago .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Total beneficial ownership | 11,069 Class A equivalent (less than 1% voting power) . |
| Breakdown | 554 Class A shares; 10,515 fully vested and exercisable stock options . |
| Pledged/hedged shares | Company policy prohibits hedging, derivatives, short sales, and pledging/margining for directors/officers/employees . |
Insider Trades and Section 16 Compliance
| Item | Note |
|---|---|
| Section 16 filings | Company disclosed one late Form 4 by Michael Trzupek for FY 2024; no other compliance exceptions noted . |
Related-Party Exposure
- Policy/oversight: Audit Committee reviews and approves related person transactions; governance guidelines outline review of director/officer contracts and transactions; transactions must be fair or approved by disinterested directors/stockholders .
- Director-specific transactions: No director-specific related-party transactions involving Trzupek were disclosed; no transactions currently proposed where a related party has a financial interest >$120,000 .
Compensation Structure Analysis (Director)
- Mix shift: 2023 director pay was cash-only ($62,500), while 2024 included cash ($75,000) plus option awards ($110,006), increasing equity alignment year-over-year .
- Disclosures: No director-specific equity vesting schedules, strike prices, or performance conditions disclosed for 2024 option awards .
Say-on-Pay & Shareholder Feedback
- Not applicable to individual director; no say‑on‑pay results disclosed in the proxy excerpts provided.
Governance Assessment
- Strengths: Independent director with significant CFO credentials; audit committee financial expert (2024); broad cross-industry finance experience; serves on all three key board committees; company prohibits hedging/pledging; directors met attendance thresholds; controlled-company status not used to avoid independence requirements in 2025 .
- Watch items / potential red flags: Combined CEO/Chair structure; one late Form 4 by Trzupek; Audit Committee chair rotation from Trzupek (2024) to Taylor (2025) warrants monitoring but is consistent with refresh practices .
- Conflicts/related-party: None disclosed specific to Trzupek; ongoing Audit Committee oversight of related person transactions .
Appendix: Committee Snapshot
| Year | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| 2024 | Chair: Michael Trzupek; Members: Gerber, Hansen | Members: Hansen (Chair), Gerber, Trzupek | Members: Gerber (Chair), Hansen, Trzupek |
| 2025 | Members: Gerber, Hansen, Trzupek, Taylor (Chair) | Members: Hansen (Chair), Gerber, Trzupek, Taylor | Members: Gerber (Chair), Hansen, Trzupek, Taylor |
| Citations: 2024 committee composition ; 2025 committee composition . |