Daniel Torpey
About Daniel Torpey
Independent director and Lead Independent Director of MDB Capital Holdings (MDBH). Appointed to the Board on June 17, 2024 after serving as an independent Board and audit committee observer from January 1, 2024 to June 17, 2024 . Named Lead Independent Director on February 13, 2025 and appointed Audit Committee Chair on February 15, 2025 . Age 61; B.S. in Accountancy from St. John’s University (1986); Certified Public Accountant (NY, TX). Former EY Assurance partner (Forensic & Integrity Services), retired June 2024; prior leadership roles at Arthur Andersen and PwC/Coopers & Lybrand; earlier audit roles at EY and Matson Driscoll & Damico .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP (EY) | Assurance Partner, Forensic & Integrity Services | ~2001–Jun 2024 (retired Jun 2024) | Led forensic/integrity assignments; public company reporting experience |
| Arthur Andersen LLP | Partner | Jul 2001–May 2002 | Audit/assurance leadership |
| PricewaterhouseCoopers / Coopers & Lybrand | Partner and various titles | 1992–2001 | Audit and reporting leadership |
| Ernst & Young LLP | Auditor (audit practice) | 1989–1992 | External audit experience |
| Matson Driscoll & Damico, LLP | Staff and Senior Accountant | 1986–1989 | Forensic/accounting assignments |
External Roles
- No current public company directorships disclosed for Mr. Torpey in MDBH proxy statements; selected board biographies for other directors list outside boards, but none are listed for Mr. Torpey .
Board Governance
- Independence: Board has determined Mr. Torpey is “independent” under Nasdaq and SEC rules .
- Controlled company context: MDBH is a controlled company; Class B holders control ~85% of voting power, exempting MDBH from majority-independent board, compensation and nominations committees. MDBH maintains an Audit Committee of independent directors that reviews related party transactions .
- Roles: Lead Independent Director (appointed Feb 13, 2025) and Audit Committee Chair (appointed Feb 15, 2025); designated “audit committee financial expert” under SEC rules .
- Committees: Audit Committee members are Daniel Torpey (Chair), Susanne Meline, and Sean Magennis (all independent) .
- Attendance: In FY 2024, the Board held 4 meetings; Audit Committee held 4 meetings in FY 2024 and 4 meetings YTD FY 2025; each incumbent director attended at least 75% of Board and committee meetings during their service periods .
- Shareholder voting signals: 2024 say‑on‑pay received strong support (For: 25,595,078; Against: 101,568; Abstain: 26,585); shareholders chose triennial say‑on‑pay frequency (votes for “three years”: 25,209,730) .
- Governance policies: Code of Conduct, Insider Trading Policy with blackout periods/10b5‑1 preclearance, and a Dodd‑Frank‑aligned clawback policy covering executives (cash and equity) .
Fixed Compensation
| Year | Role | Cash Retainer | Bonus | Other Cash |
|---|---|---|---|---|
| 2024 | Independent Director | $50,000 | $25,000 | Board observer compensation $37,000 (Jan 1–Jun 30, 2024) |
Notes:
- MDBH discloses that director compensation for independent directors may include cash and stock-based compensation set by the Board; MDBH reimburses reasonable expenses .
Performance Compensation
| Award Type | Grant Size | Grant Timing | Vesting | Other Terms |
|---|---|---|---|---|
| RSUs (Class A) | 100,000 units | 2024 (not dated) | 20% after first year, then 10% every six months over five years | Granted under 2022 Equity Incentive Plan |
- No option awards to Mr. Torpey are disclosed in director compensation tables; other independent directors received stock awards in 2024 per the 2025 proxy .
Other Directorships & Interlocks
| Company | Role | Period | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Mr. Torpey in MDBH filings |
Expertise & Qualifications
- CPA (NY, TX); SEC “financial expert” designation on Audit Committee .
- Deep forensic, audit, and public company reporting expertise from EY, Arthur Andersen, PwC/Coopers & Lybrand .
- Education: B.S. in Accountancy, St. John’s University (1986) .
- Governance roles at MDBH: Lead Independent Director, Audit Committee Chair .
Equity Ownership
| Security | Amount | Ownership % | Voting Power % | Status/Notes |
|---|---|---|---|---|
| Class A Shares | 7,100 | 0.1% of Class A (based on 4,950,632 Class A outstanding) | 0.0% combined voting power | Beneficially owned as of Sept 30, 2025 |
| RSUs (unvested) | 100,000 | — | — | Excluded from beneficial ownership table; vesting through June 2029 |
- No pledging or hedging by Mr. Torpey is disclosed; insider trading policy restricts trading to open windows with pre‑clearance or 10b5‑1 plans .
Governance Assessment
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Strengths and positive signals:
- Elevated independence and oversight: Lead Independent Director and Audit Chair roles, with SEC “financial expert” designation, bolster financial reporting oversight in a controlled company structure .
- Active audit oversight: Independent Audit Committee reviews related party transactions and meets regularly; strong 2024 say‑on‑pay support suggests investor confidence in governance/compensation disclosures .
- Policies: Adopted clawback policy and robust insider trading policy with blackout periods and pre‑clearance .
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Risk factors and RED FLAGS to monitor:
- Controlled company exemptions: No compensation or nominations committee; board not majority independent due to dual‑class control (Class B ~85% voting). This heightens reliance on the Audit Committee and Lead Independent Director for checks and balances .
- Related‑party exposure: Significant services purchased from MDB Capital S.A. owned by control holders ($1,485,822 in 2024; $1,123,401 in 2023), and transactions involving affiliates (e.g., PatentVest with eXoZymes revenue $41,400; ENDRA costs $80,995 in 2024), requiring continuous independent oversight .
- Independent director bonus: 2024 bonus of $25,000 paid to Mr. Torpey in addition to the $50,000 retainer; bonuses to independent directors are atypical and can raise perceptions of diminished independence unless clearly tied to documented special assignments .
- Historical control environment: Prior disclosures note material weakness findings under prior auditor (BDO) regarding entity‑level and IT controls (context from 2022–2023 period); underscores importance of Audit Chair focus on remediation .
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Overall implication: Mr. Torpey’s audit and forensic background, combined with LID/Audit Chair roles, are positives for investor confidence. However, the controlled company structure, related‑party transactions, and an independent director bonus necessitate continued scrutiny of committee independence, transaction review rigor, and director pay practices .