Matthew Nordby
About Matthew Nordby
Matthew Nordby (age 45) is Lead Independent Director at Local Bounti and Chair of the Nominating and Corporate Governance Committee; he has served on the Board since November 2021. He is Founder and Managing Partner of Flume Ventures (enterprise technology VC), and previously was Partner (and current advisor) at Lion Capital (Jan 2019–Apr 2023), President of Playboy Enterprises (Nasdaq: PLBY), an executive at Greenplum (acquired by EMC in 2010), and held leadership roles at Sun Microsystems; he holds a B.A. from Auburn University . The Board has determined he is independent under SEC and NYSE standards, and appointed him Lead Independent Director in a leadership structure with an Executive Chairman .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lion Capital | Partner; Advisor | Jan 2019–Apr 2023; current advisor | Transactional and strategic experience |
| Playboy Enterprises (PLBY) | President | Not disclosed | Led global licensing to >$1.5B annual revenue |
| Greenplum (acquired by EMC) | Executive | Pre-2010 | Built software startup; acquisition by EMC in 2010 |
| Sun Microsystems | Leadership roles | Not disclosed | Technology and operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Flume Ventures | Founder & Managing Partner | Founded Apr 2023–present | Focused on enterprise technology investing |
| Lion Capital | Advisor | Apr 2023–present | Ongoing advisory role |
Board Governance
| Item | Detail |
|---|---|
| Board classification | Class I director; standing for re‑election at 2025 Annual Meeting; term to 2028 if elected |
| Independence | Determined independent under SEC and NYSE standards |
| Lead Independent Director | Appointed by Board; responsibilities include calling/presiding over executive sessions and serving as liaison to Chair/CEO |
| Committees | Chair, Nominating & Corporate Governance Committee; Member, Compensation Committee |
| Board meetings | 10 meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors attended 2024 annual meeting |
| Committee activity | NCGC: 3 meetings in 2024; Compensation: 4 meetings in 2024 |
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 87,500 | 43,747 | 131,247 |
| Component | Annual Amount ($) |
|---|---|
| Annual Cash Retainer | 87,500 |
| Annual Equity Retainer | 87,500 (reduced to 43,750 for 2024 on consultant recommendation) |
| Audit Chair Retainer | 20,000 |
| Compensation Chair Retainer | 15,000 |
| NCGC Chair Retainer | 10,000 |
| Lead Independent Director Premium | 15,000 |
Equity awards and cash fees for outside directors are capped annually at $1,000,000 for lead/chair roles and $700,000 for other outside directors (first-year service cap $1,000,000) .
Performance Compensation
| Equity Award Detail | Value |
|---|---|
| RSUs granted to each nonemployee director | 14,880 units on June 13, 2024 |
| Grant-date fair value per RSU | $2.94 (closing price on grant date) |
| Vesting | Vests in full upon earlier of first anniversary or next annual meeting; continuous service required |
| Change-in-control treatment | Unvested director equity granted for board service vests in full immediately prior to, and contingent upon, a change in control (single-trigger) |
| Performance Metrics Tied to Director Compensation | Status |
|---|---|
| Financial/TSR/ESG metrics for director equity | Not used; RSUs time-based vesting only |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | Not disclosed |
| Private/non-profit/academic boards | Not disclosed |
| Interlocks/conflicts | None disclosed involving Nordby; related-party transactions disclosed involve other directors/executives (Grow Bitterroot, BrightMark, Spencer Properties) |
Expertise & Qualifications
- Operational and transactional experience; business development; leadership .
- Executive compensation and human capital, international business, marketing, M&A, strategic planning expertise .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | RSUs Held (not counted if >60 days) | Shares Assuming Preferred Conversion | % Assuming Conversion |
|---|---|---|---|---|---|
| Matthew Nordby | 62,896 | <1% of 10,633,947 | 14,880 RSUs as of 12/31/2024 | 62,896 | <1% of 21,362,361 |
Beneficial ownership excludes RSUs not expected to settle within 60 days of March 31, 2025 .
Governance Assessment
- Strengths: Independent lead director role with clear executive-session oversight; independent committee leadership (NCGC Chair; Compensation member); attendance met Board guideline thresholds in 2024; time-based equity plus cash retainers align with standard small-cap practices; equity retainer value was reduced 50% in 2024 on advice of independent consultant due to financial constraints, signaling sensitivity to dilution and shareholder alignment .
- Ownership alignment: Holds 62,896 shares (<1%), plus annual director RSUs; outside director compensation caps limit pay inflation risk .
- Conflicts: No related-party transactions disclosed involving Nordby; Board reaffirmed independence after reviewing relationships and beneficial ownership .
- RED FLAGS:
- Single-trigger accelerated vesting of director equity upon change in control, which some investors view as misaligned with best practice favoring double-trigger vesting .
- Gaps: No disclosure of director stock ownership guidelines or pledging/hedging policies in the excerpts; no performance-based metrics for director compensation (time-based RSUs only) .
Standard indemnification agreements are in place for directors (expense advancement), consistent with Delaware practice .