Chris Masto
About Chris Masto
Independent director at Katapult Holdings since 2021; age 57. Co‑Founder (1997) and Senior Advisor (since 2017) at private equity firm FFL Partners, with prior roles at Bain & Company (management consulting) and Morgan Stanley & Co. (investment banking). Education: Sc.B. in Electrical Engineering, Brown University (magna cum laude); MBA, Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FFL Partners | Co‑Founder; Partner, Investment Committee; Senior Advisor | Co‑founded 1997; Senior Advisor since 2017 | Private equity leadership, investment oversight |
| Bain & Company | Management Consultant | Prior | Strategy and operations experience |
| Morgan Stanley & Co. | Investment Banker | Prior | Capital markets and corporate finance |
| Resident Home | Chairman of the Board | Prior | Board leadership |
| CURO Group Holdings Corp. (NYSE: CURO) | Chairman of the Board | Prior | Governance; major shareholder interlock with KPLT (see below) |
| TriTech Software Systems | Director | Prior | Board service |
| Tempur Sealy International (NYSE: TPX) | Director | Prior | Board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Idealist.org | Director | Current | Non‑profit board service |
| Valo Ventures | Advisory Board Member | Current | Venture advisory |
| VolunteerMatch.org | Director | Prior | Non‑profit board service |
Board Governance
- Classification and tenure: Class I director; director since 2021; standing for re‑election at 2025 annual meeting to serve through 2028 if elected .
- Committee assignments: Member, Nominating and Corporate Governance Committee; not listed as Audit or Compensation member/chair .
- Independence: Board determined all non‑employee directors (including Masto) are independent under SEC and Nasdaq rules; CEO is not independent .
- Attendance and engagement: Board met 21 times in 2024; each current director attended at least 75% of Board and applicable committee meetings (Audit 5; Compensation 6; Nominating 5) .
- Board leadership and process: Independent Chair (Brian Hirsch); regular executive sessions of independent directors; annual Board and committee self‑evaluations with outside advisor .
Fixed Compensation
| Component | Policy Detail | Masto 2024 Amount ($) |
|---|---|---|
| Annual Board Retainer (cash) | $50,000 for non‑employee directors; $100,000 for Chair | 55,000 (includes committee fees) |
| Committee Fees (cash) | Audit: Chair $20,000; Member $10,000. Compensation: Chair $15,000; Member $7,500. Nominating: Chair $10,000; Member $5,000 | Included in fees above (Masto: Nominating member) |
| Expense Reimbursement | Reasonable out‑of‑pocket expenses reimbursed | N/A disclosed |
Performance Compensation
| Equity Component | Structure | Masto 2024 Detail |
|---|---|---|
| Annual RSU Grant | $150,000 grant‑date fair value; vests on 1‑year anniversary (or next annual meeting); subject to continued service; change‑in‑control vests outstanding unvested director RSUs in full | $150,000 RSUs granted in 2024 |
| RSU Deferral (Director Plan) | Directors may elect to defer 100% of RSUs until separation or change‑in‑control; evergreen elections allowed | Deferral election not specifically disclosed for Masto |
No director performance metrics (e.g., revenue/EBITDA targets) are tied to director pay; program is a mix of cash and time‑based RSUs .
Other Directorships & Interlocks
- CURO/Attain Finance interlock: CURO Group Holdings (now Attain Finance) beneficially owned ~21.6% of KPLT (as of April 10, 2025); CURO had contractual rights to nominate two initial KPLT directors and designated Masto (Class I) and Don Gayhardt (Class III). Gayhardt (former CURO CEO) also serves on KPLT’s Board. These nomination rights persist while CURO holds ≥10% of KPLT outstanding shares .
- Audit/related‑party oversight: Audit Committee reviews related‑person transactions per policy; independence affirmed for committee members .
Expertise & Qualifications
- Core expertise: Private equity investing, strategic planning, and finance; extensive public/private board experience .
- Education: Brown (Electrical Engineering, magna cum laude); Harvard Business School MBA .
- Governance qualifications: Member of Nominating and Corporate Governance Committee; independence affirmed by Board .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Vested/Unvested Detail |
|---|---|---|---|
| Chris Masto | 24,905 (includes RSUs vesting within 60 days) | 0.5% | As of April 10, 2025: includes 9,310 RSUs vesting within 60 days; separate disclosure lists 24,905 shares as of June 12, 2025 |
| Policy context | Directors’ equity ownership guideline = 5x annual retainer; hedging, pledging, short sales prohibited; none of directors/officers pledged securities as of record date | — | — |
Governance Assessment
- Independence and attendance: Masto is classified as independent and served on the Nominating & Governance Committee; all directors met minimum attendance thresholds in 2024. This supports baseline board effectiveness and governance engagement .
- Compensation and alignment: Director pay is balanced between cash and annual RSUs ($150,000), with deferral option and ownership guidelines (5x retainer). Hedging and pledging prohibitions strengthen alignment and risk controls, though individual compliance status vs. guideline is not disclosed .
- Interlocks and potential conflicts: CURO’s 21.6% ownership and nomination rights created board interlocks (Masto/Gayhardt), a potential conflict vector if CURO’s interests diverge from minority shareholders; the company’s related‑party policies and independent Audit Committee are mitigating structures, but investors should monitor influence dynamics and transaction reviews .
- Control and financing environment: Blue Owl‑affiliated lenders hold significant refinancing rights and a board observer right; while not tied to Masto specifically, lender influence and potential conversion/dilution are material governance context factors for board decision‑making and shareholder control dynamics .
Red Flags
- CURO nomination rights and dual CURO‑linked directors (Masto, Gayhardt) alongside CURO’s 21.6% ownership increase related‑party and control risk; continued vigilance on independent committee oversight is warranted .
- Extraordinary financing terms with Blue Owl, conversion rights up to majority ownership, and board observer presence raise governance and control dilution risks independent of director compensation structures .