Matthew E. Rubel
About Matthew E. Rubel
Matthew E. Rubel, age 67, has served on The Joint Corp.’s Board since 2017 as an independent director and was appointed Lead Director in August 2017, coordinating agendas, presiding at meetings, and acting as an independent stockholder contact . He holds a BS in Journalism from Ohio University and an MBA in Marketing and Finance from the University of Miami; his career spans CEO leadership and board service across consumer and retail companies, including Collective Brands and Cole Haan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MidOcean Partners | Chair, Executive Board – Private Equity Consumer Group | Current | Consumer PE leadership and strategy |
| Holley Inc. | Chair | Current | Public company board leadership |
| KidKraft, Inc. | Executive Chair | Prior | Executive leadership in consumer products |
| TreeHouse Foods, Inc. | Director | Prior | Public company board service |
| Hudson’s Bay Company | Director | Prior | Public company board service |
| HSN, Inc. (HSNi) | Director | Prior | Public company board service |
| Varsity Brands, Inc. | Director, President & CEO | Prior | Executive leadership in consumer brands |
| Collective Brands, Inc. | Chair; President & CEO | 2005–2011 (Chair 2008–2011) | Led multi-brand retail portfolio |
| Cole Haan, Inc. | Chair; President & CEO | Feb 1999–Jul 2005 | Brand leadership and operations |
| J.Crew Group / Popular Club Plan | EVP (J.Crew); CEO (Popular Club Plan) | 1994–1999 | Retail operations and marketing |
| Roark Capital Group | Senior Advisor | 2015–2017 | PE advisory on consumer investments |
| TPG Capital, L.P. & TPG Growth | Senior Advisor | 2011–Mar 2015 | PE advisory on corporate finance/M&A |
| U.S. Presidential Appointment | House Advisory Council on Trade Policy Negotiation | 2010 | National policy advisory |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Holley Inc. | Chair | Public | Current public company chair |
| MidOcean Partners | Chair, Executive Board – Private Equity Consumer Group | Private | Consumer PE leadership |
| TreeHouse Foods, Inc. | Director (prior) | Public | Prior public board service |
| Hudson’s Bay Company | Director (prior) | Public | Prior public board service |
| HSN, Inc. (HSNi) | Director (prior) | Public | Prior public board service |
| Supervalu | Director (prior) | Public | Prior public board service |
Board Governance
- Independence: The Board determined Rubel is independent under Nasdaq and SEC rules; all committee members are independent .
- Lead Director responsibilities: Coordinates agendas/materials, presides at Board meetings, oversees information flow from management, and serves as independent stockholder contact .
- Committee assignments: Member, Nominating & Governance Committee (not Chair) .
- Attendance and engagement: Board held 8 meetings in 2024; all directors attended at least 75% of Board and assigned committee meetings; Nominating & Governance met 3 times, Compensation 5, Audit 4 .
- Executive sessions: CEO and executives are excused for portions of each Board meeting to allow independent discussion of CEO performance and other matters .
- Governance processes: Annual Board/committee self-evaluations via confidential forms discussed and led by the Nominating & Governance Chair .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Options ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 71,000 | 50,000 | — | 121,000 |
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | 50,000 | Paid to each non-employee director upon election/re-election; Gramm excepted |
| Annual restricted stock grant | 50,000 | Shares equal to $50k divided by closing price; vests on earlier of 1 year from grant or next annual meeting |
| Lead Director stipend | 15,000 | Annual stipend |
| Committee member stipend (non-chair) | 2,000 | Annual stipend (Gramm excepted) |
| Committee chair stipends | Audit: 15,000; Compensation: 10,000; Nominating & Governance: 5,000 | Chair only |
| Special committees (if appointed) | IT: 5,000/member; Finance: 15,000 chair, 5,000 member | When applicable |
Performance Compensation
- No director performance-based cash or equity metrics disclosed; director equity awards are time-based restricted stock grants as part of annual compensation .
- Executive pay uses EBITDA-driven STIP; not applicable to director compensation .
| Performance Metric (Directors) | Disclosed? | Detail |
|---|---|---|
| TSR/EBITDA/Revenue targets | No | Director equity is time-based RS; no performance metrics disclosed |
Other Directorships & Interlocks
| Person | Company/Role | Potential Interlock/Notes |
|---|---|---|
| Matthew E. Rubel | Chair, MidOcean Partners Private Equity Consumer Group; Chair, Holley Inc. | Rubel is associated with MidOcean Partners |
| Christopher M. Grandpre (JYNT nominee) | Operating Partner & Executive Board, MidOcean Partners | Another JYNT board nominee affiliated with MidOcean; highlights PE network connections |
- No related-party transactions disclosed involving Rubel; related-party disclosures in 2024–2025 focus on Jefferson Gramm/Bandera Partners and certain franchise licenses/loans, not Rubel .
Expertise & Qualifications
- Franchising & Industry Expertise; Financial Acumen & Expertise; Senior Management and CEO Leadership; Operations; Corporate Finance & M&A; Marketing & Branding; Risk Management; Public Company Board Service .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Vested vs. Unvested (Director equity) |
|---|---|---|---|
| Matthew E. Rubel | 12,468 | <1% | Unvested director stock awards outstanding: 3,306 shares (aggregate count by director) |
| Ownership Policy | Requirement | Status/Notes |
|---|---|---|
| Director Stock Ownership Guidelines | 2x annual cash retainer; 5 years to comply | Individual compliance status not disclosed |
| Anti-hedging/pledging | Prohibits short sales, hedging, option transactions, and pledging/margin of company stock | Applies to directors |
Governance Assessment
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Strengths
- Independent Lead Director with defined responsibilities improves information flow, meeting effectiveness, and stockholder access .
- Rubel’s deep consumer/retail operating and board experience aligns with JYNT’s franchised health/wellness strategy .
- Board independence and director attendance thresholds met; active committee structure with clear charters .
- Stock ownership guidelines and anti-hedging/pledging policies support alignment and risk control .
-
Watch items
- PE network interlock: Rubel (MidOcean) and Board nominee Grandpre (MidOcean) signal strong PE influence; monitor for potential conflicts if MidOcean-related transactions arise, though none disclosed .
- Beneficial ownership in JYNT is <1% for Rubel; while guidelines exist, compliance status is not disclosed—investors may seek confirmation of progress toward guideline thresholds .
- Board influence from a large holder (Bandera/Gramm) via standstill/nomination agreement; not tied to Rubel but a broader governance dynamic to monitor .