Michael Connolly
MALIBU BOATSAbout Michael J. Connolly
Independent director since 2014; age 59 in 2025. Connolly is CEO of Fourth Street Capital, Inc. (real estate holdings) since October 2021 and founding partner of Breakaway Capital Management, LLC (private credit) since 2015, after prior senior roles in private equity (Leonard Green & Partners) and investment banking (UBS and DLJ). He serves as Chair of the Nominating & Governance Committee and is a member of the Compensation Committee; the Board affirms his independence under Nasdaq rules. Connolly holds a bachelor’s degree from the University of California–Berkeley .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Leonard Green & Partners, LP | Partner | 2007–2013 | Private equity portfolio oversight, strategic support to management teams |
| UBS Securities LLC | Managing Director; Co-Head, Los Angeles Investment Banking | Not disclosed | Led LA IB office; advised on strategic alternatives |
| Donaldson, Lufkin & Jenrette | Senior Vice President | Not disclosed | Investment banking |
| Cascade Bancorp (Nasdaq: CACB) | Director | Not disclosed | Chair, Board Loan Committee; member, Compensation & Audit Committees |
| FP Holdings, LP (Palms Casino) | Director | Not disclosed | Private company board |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fourth Street Capital, Inc. | Chief Executive Officer | Oct 2021–present | CEO of real estate portfolio manager |
| Breakaway Capital Management, LLC | Founding Partner | 2015–present | Private investment fund manager; structured credit and equity |
| Los Angeles Regional Food Bank | Emeritus Board Member | Not disclosed | Community/ESG engagement |
Board Governance
- Independence: Board affirmed Connolly and all non-employee directors are independent under Nasdaq rules; independent directors meet in executive session regularly .
- Committee assignments and leadership:
- Nominating & Governance Committee Chair; 5 meetings in FY2025 .
- Compensation Committee Member; 2 meetings in FY2025 .
- Board activity and attendance: Board met 8 times in FY2025; every director attended at least 75% of Board and relevant committee meetings; all directors at the 2024 annual meeting attended .
- Board classification: Class I director (term ends at the 2026 annual meeting) .
Fixed Compensation
| Element | FY2025 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $80,000 | Connolly elected stock units for at least part of retainers; cash reported as if paid, regardless of election |
| Stock Awards (Annual Equity Retainer) | $109,969 | Granted Nov 5, 2024; aggregate grant-date fair value per ASC 718 using $38.64 closing price |
| Total | $189,969 | Sum of cash and stock awards |
Director Compensation Policy (company-wide):
- Annual Board cash retainer: $65,000; Board Chair retainer: $40,000; Committee chair retainers: Audit $20,000, Compensation $15,000, Nominating & Governance $10,000; Committee member retainers: Audit $5,000, Compensation $5,000, Nominating & Governance $2,000. Annual equity retainer: $110,000, delivered as fully vested stock units or shares; directors can elect to receive cash retainers in stock units or shares .
- Connolly election: Received 1,814 fully vested stock units for service in FY2025 due to retainer election into units; units defer payout per director elections and accrue dividend equivalents .
Performance Compensation
- Director equity awards are fully vested at grant and not subject to performance metrics; directors may elect stock units with deferred payout schedules (lump-sum or installments over 5 or 10 years) and dividend equivalents . | Performance Metric | Weight | Measurement Window | Vesting Outcome | |---|---|---|---| | None (fully vested equity retainer) | N/A | N/A | Fully vested at grant; no TSR/EBITDA/ESG linkage for director equity |
Other Directorships & Interlocks
| Company | Type | Status | Committees/Role |
|---|---|---|---|
| Current public company boards | Public | None | — |
| Cascade Bancorp (CACB) | Public (prior) | Former Director | Loan Committee Chair; Compensation & Audit member |
| FP Holdings, LP (Palms Casino) | Private | Former Director | Board member |
No interlocks or related-party transactions disclosed involving Connolly in the Company’s Related Party section; disclosures in that section pertain to other directors’ pre-IPO LLC interests and the tax receivable agreement framework .
Expertise & Qualifications
- Finance and capital markets expertise: senior investment banking roles (UBS co-head LA; DLJ SVP) and partner at Leonard Green & Partners .
- Private capital and credit: founding partner (Breakaway Capital) and CEO (Fourth Street Capital) .
- Prior public company board experience: Cascade Bancorp; committee leadership (loan chair; compensation & audit) .
- Education: BA, University of California–Berkeley .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Direct Class A shares | 5,272 | Held directly by Connolly |
| Deferred stock units (fully vested) | 50,689 | Payable on deferred basis per election |
| Total beneficial Class A ownership | 55,961 | Sum of direct shares and fully vested units |
| Ownership % of Class A | <1.0% | “* Less than 1.0%” per Security Ownership table |
| Unvested director equity | None | As of June 30, 2025, no director held unvested stock units or unvested shares |
| Hedging/pledging | Company policy prohibits hedging and pledging, with limited CFO-approved exception for pledging non-margin loans; no Connolly-specific pledging disclosure |
Section 16 compliance: Company states all required Section 16(a) reports were timely filed in FY2025 based on review of electronic filings and questionnaires .
Governance Assessment
- Committee leadership and independence: Connolly chairs Nominating & Governance and sits on Compensation; Board affirms independence; committees are fully independent under Nasdaq standards. This supports board effectiveness and independent oversight of governance and pay .
- Attendance and engagement: The Board met 8 times; directors, including Connolly, attended at least 75% of Board/committee meetings and the 2024 annual meeting, indicating baseline engagement .
- Pay alignment signals: Connolly elected to take retainers in stock units (1,814 units), deferring payout and accruing dividend equivalents—an alignment-positive choice for investor confidence .
- Director pay structure: Annual equity retainer is fully vested at grant (no performance conditions). While common for director pay, lack of performance linkage means alignment relies on ownership/deferral rather than metrics; investors may prefer continued emphasis on equity and deferral to align horizons .
- Conflicts/related-party exposure: No related-party transactions disclosed for Connolly; broader related-party items (LLC units and tax receivable agreement) pertain to other directors and pre-IPO owners .
- Say‑on‑pay context: The Company’s say‑on‑pay proposals have received over 97% support since the 2020 redesign of the executive compensation program, reflecting constructive shareholder feedback; advisory votes continue annually, with a 1‑year cadence recommended in 2025 .
RED FLAGS
- None disclosed specific to Connolly. No attendance issues, related‑party transactions, hedging/pledging disclosures, or option repricing. Note: Director equity awards are fully vested at grant (common practice), which places alignment emphasis on ownership/deferral rather than performance metrics .