Brian Hirsch
About Brian Hirsch
Independent director and Chair of the Board at Katapult Holdings, Inc. (KPLT); age 51; director since 2021 (previously director of Legacy Katapult since 2016). Core credentials include 24+ years as a venture capitalist and early-stage tech investor; Co-Founder and Managing Partner of Tribeca Venture Partners; B.A. in economics and American studies from Brandeis University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tribeca Venture Partners | Co-Founder & Managing Partner | 2011–present | Leads investments across marketplaces, fintech, SaaS; board service to numerous tech companies |
| Greenhill SAVP (VC arm of Greenhill & Co.) | Founder & Managing Director | 2006–2011 | Early-stage tech investing |
| Katapult (Legacy Katapult) | Director | Nov 2016–Jun 2021 | Pre-Business Combination oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ACV Auctions (NASDAQ: ACVA) | Director | Current | Board oversight; sector expertise in marketplaces |
| Multiple private technology companies | Director | Current | Portfolio oversight (not itemized) |
Board Governance
- Roles and independence: Chair of the Board; member, Compensation Committee; member, Nominating & Corporate Governance Committee; independent under Nasdaq rules .
- Board leadership: CEO and Chair roles separated (CEO: Orlando Zayas; Chair: Brian Hirsch), with regular executive sessions of independent directors; strong board independence emphasis .
- Committees and activity: Board met 21 times in 2024; Audit (5), Compensation (6), Nominating & Corporate Governance (5); each current director attended at least 75% of meetings of the Board and committees on which they served .
- Governance controls: Policies prohibit hedging, short sales, short-term trading, and pledging of Company stock; no pledges by directors as of record date .
- Lender influence signal: Blue Owl (creditor) has rights to designate a board observer to attend board and committee meetings in a non-voting capacity—potential oversight influence to monitor compliance and refinancing matters .
Fixed Compensation
| Component | Policy Detail | 2024 Amount (Hirsch) |
|---|---|---|
| Board retainer (cash) | $50,000 for directors; $100,000 for Chair of Board | $48,214 (earned pre–June 5, 2024) |
| Committee fees (cash) | Audit: $20k chair/$10k member; Compensation: $15k chair/$7.5k member; Nominating & Governance: $10k chair/$5k member | Included in total above (Hirsch is member of Compensation and Nominating & Governance) |
| Equity (RSUs) | Annual grant $150,000, vests at 1 year (or next annual meeting) | $0 (waived at 2024 annual meeting) |
- Waiver of compensation: On May 7, 2024, Hirsch requested and received approval to waive his annual cash retainer and any stock awards he would have received at the June 5, 2024 annual meeting; amounts shown reflect cash earned before that date .
Performance Compensation
| Element | Terms | Performance Metrics | Vesting/Triggers |
|---|---|---|---|
| Director RSUs (annual) | $150,000 grant to non-employee directors | None (time-based) | One-year vest; single-trigger vesting on Change in Control for directors; optional deferral under Non-Employee Directors Deferred Compensation Plan |
| Deferral Plan | Directors may elect to defer 100% of RSUs | N/A | Settled at separation from service or Change in Control |
Katapult’s director compensation does not include performance-based metrics; RSUs are time-based with change-in-control acceleration .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | ACV Auctions (ACVA) |
| Compensation Committee interlocks | None in 2024; no insider participation conflicts identified |
| Board nomination rights (context) | CURO (now Attain Finance) retained nomination rights post-merger for other directors (Masto, Gayhardt), not Hirsch |
Expertise & Qualifications
- 24+ years of venture capital and early-stage tech investing; sector expertise in marketplaces, fintech, SaaS, edtech, consumer .
- Governance experience: Prior service on multiple boards; current ACVA board seat .
- Academic credentials: B.A. in economics and American studies, Brandeis University .
Equity Ownership
| Holder | Shares | Components | % Outstanding |
|---|---|---|---|
| Brian Hirsch | 215,322 | 24,131 Earn-out Shares held by Tribeca Entities; 30,996 direct; plus 9,310 RSUs vesting within 60 days of April 10, 2025 | 4.7% |
| Ownership guidelines | Directors must hold equity equal to 5x base pay (base pay for directors is annual retainer). For Chair ($100,000), guideline is $500,000 equivalent; compliance deadline end of calendar year 2027 (five years from Feb 8, 2022) . | ||
| Pledging/Hedging | Prohibited; no pledges reported as of record date . |
Governance Assessment
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Strengths
- Independent Chair; separation from CEO enhances oversight; regular executive sessions of independent directors .
- Hirsch’s waiver of 2024 cash and equity retainer reduces cash drain and may signal alignment with shareholders during financial constraints .
- Robust governance policies: prohibition on hedging/pledging; equity ownership guidelines for directors (5x retainer) .
- Compensation Committee uses independent consultant FW Cook; independence assessed with no conflicts .
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Potential concerns and monitoring points
- Significant personal/affiliated ownership via Tribeca Entities (4.7% beneficial ownership) while serving as independent Chair—generally alignment-positive but continue monitoring for related-party exposure; Company uses a formal Related-Person Transaction Policy with Audit Committee oversight .
- Blue Owl board observer rights (non-voting) could influence agenda-setting and information flows during refinancing and covenant oversight; maintain vigilance on board independence in financing negotiations .
- Concentrated shareholder influence (e.g., CURO/Attain Finance rights for other directors, and potential Blue Owl conversion rights per special meeting) could alter control dynamics; board should preserve robust independent processes .
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Attendance and engagement: Board and committee workload was high in 2024 (21 board meetings; 5–6 per committee), with all directors meeting at least 75% attendance, supporting engagement and governance capacity .
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Overall: Hirsch brings deep investing and board experience, serves as independent Chair, and has demonstrated restraint on director pay. Oversight quality is supported by independent committees and policies, though lender observer rights and concentrated shareholder mechanisms warrant continued governance vigilance .