Matthew Smith
About Matthew Smith
Matthew Smith (age 49) has served as an independent director of MarketWise, Inc. since May 2023. He founded Royalty Exchange, Inc., serving as CEO from 2016 to 2021 and remains on its board; he has also served on the board of iTime Marketing, Inc. since 2002. Smith previously served as CEO of Stansberry & Associates Investment Research, LLC (a MarketWise subsidiary) from July 2012 to December 2015 and attended the University of Illinois from 1993 to 1995 . The Board has affirmatively determined Smith is independent under SEC and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stansberry & Associates Investment Research, LLC (MarketWise subsidiary) | Chief Executive Officer | Jul 2012–Dec 2015 | Prior operator of a key MarketWise brand; familiarity with publishing economics |
| Royalty Exchange, Inc. | Chief Executive Officer; Director | CEO: 2016–2021; Director since 2016 | Founder-operator experience; capital formation and IP monetization exposure |
| iTime Marketing, Inc. | Director | Since 2002 | Long-tenured board member; marketing oversight experience |
External Roles
| Organization | Public/Private | Role | Start–End |
|---|---|---|---|
| Royalty Exchange, Inc. | Private | Director; former CEO | Director since 2016; CEO 2016–2021 |
| iTime Marketing, Inc. | Private | Director | Since 2002 |
Board Governance
- Independence: The Board determined Matthew Smith is independent per SEC and Nasdaq rules .
- Committees: Member, Compensation Committee (chair: Van Simmons). Not a member of Audit or Nominating & Corporate Governance .
- Committee activity: Compensation Committee met 7 times in FY 2024; Audit met 4; Nominating met 4 .
- Attendance: In FY 2024, each director attended at least 75% of Board and committee meetings; seven directors attended the 2024 annual meeting . In FY 2023, each director attended at least 75%; nine directors attended the 2023 annual meeting .
- Lead Independent Director: Glenn Tongue currently serves as lead independent director .
Fixed Compensation
- Non-employee director program: Annual cash retainer $60,000; additional annual fees: Lead Independent Director $15,000, Chairman $30,000, Audit Chair $20,000, Compensation Chair $15,000, Nominating Chair $12,000; membership fees (non-chair): Audit $9,000, Compensation $6,000, Nominating $5,000. Annual RSU grant value $125,000 (lead independent/chair $135,000); awards vest in full on the earlier of the date immediately preceding the next annual meeting or first anniversary of grant .
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Cash Fees ($) | $41,076 | $71,000 (includes special committee fees) |
| Equity (RSU grant-date fair value, $) | $140,000 | $124,980 |
| Total ($) | $181,076 | $195,980 |
| Unvested RSUs at year-end (#) | 62,500 (12/31/2023) | 4,734 (12/31/2024) |
Performance Compensation
- Director equity grants are time-based RSUs; the proxy does not disclose performance metrics tied to director equity awards. Vesting is annual and service-based as described above .
| Element | Structure | FY 2024 Details |
|---|---|---|
| Annual RSU grant | Time-based RSUs | Grant-date value $125,000; vests in full on earlier of next annual meeting or 1-year anniversary |
| Performance metrics | Not used for director RSUs | None disclosed for director awards |
Other Directorships & Interlocks
- Compensation Committee Interlocks: During FY 2024, Compensation Committee members were Van Simmons, Matthew Smith, and Glenn Tongue; none were Company employees, and no relationships required disclosure beyond items identified in the proxy .
- No current public-company directorships disclosed for Matthew Smith .
Expertise & Qualifications
- Founder/CEO background with Royalty Exchange and prior CEO experience at Stansberry & Associates (financial publishing), indicating operational and monetization expertise in content businesses .
- Longstanding directorship at iTime Marketing (marketing operations exposure) .
Equity Ownership
| Holder | Class A Shares Owned | Class B Shares Owned | Ownership % / Voting Power | Notes |
|---|---|---|---|---|
| Matthew Smith | 8,185 | — | <1% combined voting power (“*” per table) | Latest post-split figures (1-for-20 reverse split effective Apr 2, 2025) |
| Unvested RSUs (12/31/2024) | 4,734 | n/a | n/a | Director grants vest next annual meeting or 1-year anniversary |
- Policies: Anti-hedging policy prohibits hedging/monetization transactions by directors .
- Ownership guidelines and pledging: Not disclosed in proxy .
Governance Assessment
- Board effectiveness: Smith’s independence and service on the Compensation Committee, coupled with at least 75% attendance, support engagement and oversight posture .
- Alignment and incentives: Annual director RSUs ($125,000) plus cash retainers/membership fees create equity-linked exposure, though director RSUs are time-based rather than performance-based .
- Potential conflicts: Prior employment as CEO of a MarketWise subsidiary (2012–2015) could raise familiarity concerns; however, the Board deemed him independent and the prior role is beyond typical cooling-off periods . No related-party transactions specifically involving Smith were disclosed; Audit Committee oversees related-party transactions, and a related-party asset sale (Buttonwood/Crowdability) occurred but was not tied to Smith .
- Committee interlocks: None requiring disclosure; mitigates compensation-setting conflicts .
- Audit oversight signal: Change of auditor from Deloitte to Grant Thornton in March 2025 with no disagreements reported; Audit Committee composition and “financial expert” designation (Tongue) provide oversight continuity .
- Compensation mix trend: From FY 2023 to FY 2024, cash fees increased ($41,076 → $71,000) while equity grant value decreased ($140,000 → $124,980), reflecting program calibration and special committee service; not indicative of pay escalation risk, but monitor equity/cash balance for alignment .
RED FLAGS
- None disclosed specific to Smith (no related-party transactions, tax gross-ups, pledging, or Section 16 issues noted). Maintain watch for any future ties to major shareholders or entities transacting with MarketWise .