Sidney Rabsatt
About Sidney Rabsatt
Sidney Rabsatt (age 49) joined IPM’s Board in January 2025. He holds a B.S. in Computer Engineering from Georgia Tech and an MBA from Baruch College, and brings ~30 years in technology with 15+ years leading product strategy across AI/ML, cloud infrastructure, enterprise networking, observability/AIOps, and media/gaming. Current role: Chief Product Officer at MindsDB; prior senior product leadership at Anyscale, Google, F5 Networks, and NGINX .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anyscale | Head of Product | Apr 2023 – Jan 2024 | Led product for distributed AI/ML platform |
| Director of Product Management (Cloud Application & Content Delivery; Media & Entertainment) | Jun 2021 – Mar 2023 | Drove cloud app/CDN and M&E product strategy | |
| F5 Networks | VP Product Management (Modern Applications & APIs) | May 2019 – May 2021 | Guided modern app/API portfolio |
| NGINX | VP Product Management | Nov 2017 – May 2019 | Product leadership across app delivery |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MindsDB | Chief Product Officer | Current | AI company; responsible for product vision and strategy |
| Other public company boards | — | — | No public directorships disclosed |
Board Governance
- Independence: Board determined Rabsatt is independent under Nasdaq rules .
- Committees: Member, Strategic Transactions Committee; Lance Laifer is Chair. Mandate includes sourcing/evaluating deals, negotiating, and post-deal integration reviews. Committee met 3 times in 2024 (pre-Rabsatt appointment) .
- Board structure: Combined Chair/CEO (Jason Katz); no Lead Independent Director (stated not expected to establish one) .
- Board activity: In 2024, Board held 6 meetings and acted 9 times by unanimous written consent; all then-directors attended ≥75% of meetings for their service period .
- Audit/Compensation/Nominating committees are comprised solely of independent directors; Compensation Committee disclosed no external comp consultant in 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (independent directors) | $21,000 | 2025 policy unchanged from 2024 |
| Committee membership fee | $4,000 | Per committee; applies in addition to annual retainer |
| Committee chair fee – Audit | $6,000 | Paid in addition to membership fee |
| Committee chair fee – Comp, Nominating, Strategic Transactions | $4,000 | Paid in addition to membership fee |
IPM did not disclose meeting fees; policy indicates retainers rather than per-meeting payments .
Performance Compensation
| Grant Type | Grant Date | Shares/Options | Exercise Price | Vesting | Notes |
|---|---|---|---|---|---|
| Nonqualified Stock Options | Jan 7, 2025 | 15,000 | $2.01 | Vests in four equal installments on the last day of each calendar quarter in 2025 | Board-authorized director grants |
| Nonqualified Stock Options | Mar 27, 2025 | 10,000 | $1.83 | Vests in four equal installments on the last day of each calendar quarter in 2025 | Board-authorized director grants |
Performance framework (Plan context):
- 2025 LTIP approved May 8, 2025; allows stock options, RSUs, SARs, performance awards with wide-ranging performance criteria (e.g., revenue, EBITDA/Adjusted EBITDA, TSR, margins, cash flow, market share, stock price/VWAP, M&A milestones). Outside director annual equity limit: $100,000 FMV (+$100,000 one-time for new outside directors) .
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Conflict |
|---|---|---|
| Newtek Bank (subsidiary of NewtekOne, Inc.) | IPM entered a $1,000,000 secured revolving line of credit on Apr 10, 2025 | Related party: IPM director Barry Sloane is Newtek’s Founder/CEO and Newtek Bank’s Chairman/CEO; audit committee reviews related party transactions per policy |
| MindsDB | Rabsatt’s employer (CPO) | No related-party transactions disclosed with IPM |
Expertise & Qualifications
- Technical expertise: AI/ML, cloud infrastructure, enterprise networking, observability/AIOps, streaming media/gaming .
- Product leadership: ~15+ years guiding product vision, strategy, and execution in high-profile tech roles .
- Education: B.S. in Computer Engineering (Georgia Tech); MBA (Baruch College) .
Equity Ownership
| Category | Value | Details |
|---|---|---|
| Total beneficial ownership (as of Mar 24, 2025) | 6,250 shares | Beneficial ownership reflects vested options exercisable within 60 days |
| Vested options (60-day window) | 6,250 | 3,750 from Jan 7, 2025 grant; 2,500 from Mar 27, 2025 grant |
| Unvested options (scheduled) | — | Quarterly vesting throughout 2025 per grant terms |
| Ownership % of shares outstanding | <1% | As disclosed in beneficial ownership table |
| Hedging/Pledging | Prohibited | Directors prohibited from pledging or hedging Company securities under insider trading policy |
Governance Assessment
-
Strengths:
- Independent director with deep AI/cloud product background aligned to IPM’s strategic pivot into managed tech/cybersecurity .
- Placement on Strategic Transactions Committee indicates engagement with inorganic opportunities and post-deal integration oversight .
- Beneficial ownership via vested options signals alignment; LTIP includes clawback/recoupment language .
-
Concerns / RED FLAGS:
- No Lead Independent Director; combined Chair/CEO structure concentrates power and may weaken independent oversight .
- Active related-party exposure via $1M Newtek Bank facility while Newtek’s CEO sits on IPM’s Board; requires robust audit committee oversight to mitigate conflicts .
- Compensation committee did not use an independent comp consultant in 2024, which may limit benchmarking rigor for director/executive pay decisions at a time of strategic transition .
-
Shareholder sentiment:
- Strong support for director slate and governance proposals: Say-on-Pay “For” 4,984,463 vs. 54,580 “Against”; LTIP approval “For” 4,963,046; frequency “3 years” received 4,310,735 votes; Charter share increase approved .
Director Attendance & Engagement
| Metric | 2024 Board/Committees | Notes |
|---|---|---|
| Board meetings | 6 | 2024 data; all then-directors attended ≥75% during their service |
| Strategic Transactions Committee | 3 | 2024 data; Rabsatt appointed to committee in Jan 2025; 2025 attendance not yet disclosed |
Related Party Transactions & Policies
- Related Party Transactions Policy amended Mar 19, 2025; audit committee reviews all transactions over defined thresholds, considering arm’s-length terms and independence impacts .
- Newtek Bank revolving credit facility terms (matures Apr 10, 2026; rate indexed +200 bps, floor 6.07%); no amounts outstanding as of Apr 18, 2025 .
- Code of Conduct and insider trading policy prohibit hedging/pledging; Compensation Recovery (clawback) policy in place .
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay | 4,984,463 | 54,580 | 10,470 | 650,887 |
| LTIP Approval | 4,963,046 | 60,035 | 26,432 | 650,887 |
| Say-on-Frequency (preferred) | 3 Years: 4,310,735 | 1 Year: 553,481 | 2 Years: 162,293 | 23,004 abstain |
Compensation Committee Analysis
- Composition: Abada and Silberstein (Chair); both independent/non-employee directors .
- Consultant: None engaged in 2024; committee oversees director/executive compensation, plan administration, clawback policy, and shareholder/proxy advisor engagement .
- Implication: For an evolving tech strategy, absence of an external consultant may raise benchmarking and pay-for-performance calibration risk .
Performance Compensation Metrics (Plan Framework)
| Category | Examples (as defined in 2025 LTIP) | Source |
|---|---|---|
| Financial | Revenue, EBITDA/Adjusted EBITDA, gross margin, EPS, free cash flow, ROA/ROE, operating earnings | |
| Market/Stock | Stock price/VWAP, TSR, market share | |
| Strategic/M&A | Completion of acquisitions/dispositions, revenue retention, new recurring revenue, integration outcomes |
Director awards to Rabsatt in 2025 are time-vested options; no director-specific performance metrics disclosed for these grants .
Potential Conflicts or Related-Party Exposure
- Newtek affiliation on Board with concurrent Newtek Bank credit facility is a standing related-party risk; audit committee and policy oversight are critical mitigants .
- No related-party transactions disclosed involving Rabsatt personally .
Equity Alignment & Ownership Guidelines
- LTIP contains recoupment and prohibits repricing of options/SARs without shareholder approval, supporting shareholder alignment .
- No director stock ownership guideline disclosures identified; hedging/pledging prohibited for directors .
Final Signals for Investors
- Positive: Independent, technically strong director added to deal-focused committee; clear clawback/anti-hedging; strong shareholder support for compensation and LTIP .
- Watch items: Board leadership/independence structure, related-party financing with Newtek, and compensation oversight without external consultant .