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Scott Gordon

Director at WM TECHNOLOGYWM TECHNOLOGY
Board

About Scott Gordon

Scott Gordon, age 63, has served as an independent director of WM Technology (MAPS) since June 2021. He is Partner at Chicago Atlantic (since Oct-2024) and previously was CEO and Board Chair of Silver Spike Capital; he co-founded Egg Rock Holdings (Papa & Barkley) and has decades of capital markets experience at Fintech Advisory, Taconic, Caxton, Marathon, Bank of America, ING, and JPMorgan. He holds a BA from Bowdoin College .

Past Roles

OrganizationRoleTenureCommittees/Impact
Chicago AtlanticPartnerOct 2024–presentCannabis private credit expertise
Silver Spike CapitalCEO & ChairMar 2019–Oct 2024Led cannabis-focused investment manager
Silver Spike Acquisition CorpCEO & ChairInception–Jun 2021SPAC sponsor leadership
Silver Spike Investment Corp (SSIC)CEO & Chair; Director2024Signed SEC filings as CEO & Chair, evidencing board role
Egg Rock Holdings (Papa & Barkley)Co-founder & Chair2016–presentCannabis CPG parent; manufacturing/logistics oversight
Fintech AdvisoryPresident2016–2018Family office EM investing
Taconic Capital AdvisorsPortfolio Manager2013–2016Multi-strategy PM
Caxton AssociatesPartner & Portfolio Manager2009–2012Macro/EM investing
Marathon Asset ManagementSr. MD & Head of EM2007–2009Led EM platform
JPMorganFounding member, EM businessEarly careerBuilt EM franchise

External Roles

OrganizationRolePublic/PrivateNotes
Chicago Atlantic (incl. Chicago Atlantic BDC)Partner; Manager signatory on 13G via Chicago Atlantic BDC AdvisersPublic BDC exposureSigned joint 13G filings related to LIEN, evidencing managerial role in affiliated adviser
Silver Spike Investment Corp (SSIC)CEO & Chair; DirectorPublic BDCSigned N-14 filings as CEO & Chair

Board Governance

  • Independence: The Board affirmatively determined Gordon is independent under Nasdaq rules .
  • Attendance: Board met 8 times in 2024; all directors except Mr. Aquila attended ≥75% of board/committee meetings (Gordon met threshold) . Independent directors held 5 executive sessions .
Committee2024 MembershipChairMeetings (2024)
AuditNoGlen Ibbott (as of Mar 6, 2025; previously Olga Gonzalez)8
CompensationMemberAnthony Bay8
Nominating & Corporate GovernanceMemberBrenda Freeman3
TechnologyNoAnthony Bay3

Fixed Compensation

ComponentPolicy AmountGordon 2024 Actual
Annual Board cash retainer$50,000 Included in fees
Committee chair/member retainers (Audit/Comp/Nom/Tech)$20,000/$10,000; $15,000/$7,500; $10,000/$5,000; $15,000/$7,500 Included in fees
Additional meeting fees (over 8 meetings)$1,000 per excess meeting N/A disclosed
Total cash fees paid$68,253

Notes: Cash retainers are paid quarterly; pro-rata if joining mid-quarter .

Performance Compensation

  • Director equity is RSU-based with time vesting; no performance metrics disclosed for directors .
  • Annual director RSU grants: Renewal Term Grant ~$600,000 vesting in 3 equal annual installments over next three annual meeting dates .
  • Change-of-control vesting: Portions of New Director, Initial Term, and Renewal Term RSUs accelerate for near-term vesting tranches immediately prior to closing, per policy .
MetricGordon 2024 ValueVesting/Terms
Stock awards (ASC 718 grant-date FV)$551,943 Service-vesting RSUs, time-based
Aggregate stock awards outstanding (shares)566,037 Multi-tranche service vest; CIC partial acceleration

Other Directorships & Interlocks

EntityRelationshipGovernance Relevance
Chicago Atlantic / Chicago Atlantic BDC (LIEN)Partner/manager signatoryIndustry interlock in cannabis finance; potential information flow; requires robust recusal practices
Silver Spike Holdings/Sponsor affiliatesMAPS disclosed transactions with Silver Spike affiliates tied to a Board member: $1.1M reimbursable costs, $0.4M promissory note balance at 12/31/2024; legal fees reimbursed ($0.2M in 2024; $0.4M in 2023) related to SEC investigation Potential related-party exposure; oversight via Audit Committee

Expertise & Qualifications

  • Capital markets and emerging markets portfolio leadership; cannabis sector operator/investor (Egg Rock; Chicago Atlantic; Silver Spike) .
  • Governance experience on BDC boards; compensation oversight at MAPS (Compensation Committee member) .
  • Education: BA, Bowdoin College .

Equity Ownership

HolderShares Beneficially Owned% of Class AClass V SharesCombined Voting Power
Scott Gordon446,900<1%<1%
  • Director RSU outstanding: 566,037 shares .
  • Hedging/Pledging: MAPS prohibits short sales, margin, pledging, derivatives, and hedging by directors and insiders .

Governance Assessment

  • Strengths:

    • Independent status; active roles on Compensation and Nominating & Governance committees .
    • Attendance met Board’s ≥75% threshold; five independent executive sessions demonstrate board engagement .
    • Director pay emphasizes equity with multi-year vesting; robust insider trading and anti-hedging/pledging policy supports alignment .
  • Risks and Red Flags:

    • Related-party transactions with Silver Spike affiliates tied to a Board member (promissory note, legal fee reimbursements) present conflict risk; continued monitoring and transparent Audit Committee oversight is critical .
    • Industry interlock: current role at Chicago Atlantic (a cannabis lender) could create perceived conflicts if MAPS engages with Chicago Atlantic portfolio companies; clear recusals and disclosure needed .
    • Director equity includes change-of-control acceleration (single-trigger for near-term tranches), which may be viewed unfavorably by governance-focused investors .
    • Board Chair is the CEO; mitigated by a structured Lead Independent Director role, but still a concentration of power to monitor .

Overall, Scott Gordon brings sector-specific and capital markets expertise valuable to MAPS’s strategic oversight. However, the Silver Spike affiliate transactions and Chicago Atlantic ties warrant proactive conflict management and clear committee-level controls to sustain investor confidence .