Matthew R. Kelly

About Matthew R. Kelly

Matthew R. Kelly (age 49) has served as an independent director of Lendway, Inc. since 2023. He is the founder and portfolio manager of MRKF Capital (since May 2020) and previously held credit and trading roles at First Eagle Investment Management/THL Credit (2006–2020). He holds a B.S. from Miami University and an MBA from the University of Wisconsin. His core credential on the LDWY board is deep credit analysis expertise relevant to the company’s capital structure and lending activities .

Past Roles

External Roles

Board Governance

• Independence: Board-designated independent director (Nasdaq standard) .
• Tenure: Director since 2023 (elected July 2023) .
• Attendance: Each director, including Kelly, attended >75% of Board and committee meetings in the transition period ended June 30, 2025; directors attended the 2024 annual meeting .
• Committee assignments:
  • Audit Committee: Member
  • Governance, Compensation & Nominating (GCN) Committee: Member
• Committee chairs: None (Audit Chair: Mary H. Herfurth; GCN Chair: Nicholas J. Swenson) .
• Lead Independent Director: None designated .

Fixed Compensation

Director comp structure for the transition period: “non‑employee directors generally were eligible to receive an annual cash retainer of $17,000… and each Committee Chair an additional $5,000” .

Performance Compensation

No performance-vesting metrics (e.g., revenue, EBITDA, TSR) are used for director pay; director compensation is cash-based with optional deferral into stock equivalents .

Other Directorships & Interlocks

Expertise & Qualifications

• Credit analysis and portfolio management (MRKF Capital; prior 14 years in credit at THL/First Eagle) .
• Financial literacy consistent with Audit Committee service (not designated the SEC “financial expert”—that designation is held by the Audit Chair) .
• Education: B.S. (Miami University); MBA (University of Wisconsin) .

Equity Ownership

Insider Trades

Related-Party Exposure (Company context; Audit oversight)

• Company entered into financing with Air T, AO Partners Fund, and an additional lender in 2024–2025; Audit Committee pre-approved under Related Person Transaction Policy .
• Kelly, as Audit Committee member, is part of the body that reviews/approves related-party transactions (no direct financial interest disclosed for Kelly) .

Compensation Committee Analysis (structure and independence)

• Kelly serves on the GCN Committee (compensation/governance/nomination) .
• The GCN Committee did not retain a compensation consultant for setting 2024 compensation .
• GCN duties include executive salary/bonus plan oversight, equity plan administration, and compensation disclosures .

Governance Assessment

• Positives:
  • Independent director with strong credit background; serves on both Audit and GCN, aligning expertise with LDWY’s financing and governance needs .
  • Attendance exceeded the 75% threshold; present at the 2024 annual meeting—signals engagement .
  • Alignment via elective deferral into stock equivalents (7,102 equivalents as of 6/30/25) even though beneficial ownership is otherwise zero .
• Watch items:
  • Company has significant related-party financing with entities tied to another director/stockholder; Kelly’s role is oversight as Audit member, not participant—monitor continued robust recusal and Audit Committee rigor .
  • No Lead Independent Director; board leadership concentrated with the Chair/Co-CEO; raises emphasis on committee independence and executive sessions .
  • One late Section 16 filing (administrative), not indicative of trading risk but merits continued process discipline .
• Shareholder sentiment:
  • Say-on-pay received approximately 95.7% approval at the 2024 annual meeting, supportive of compensation governance broadly (director-specific but positive backdrop) .

Appendix: Committee Assignments Snapshot