Matthew Turner
About Matthew Turner
Matthew Turner (age 59) is the independent Chairman of MarketWise’s Board and a Class II director, serving since May 2023. He previously served as General Counsel of Monument & Cathedral Holdings, LLC (M&C), the Company’s largest stockholder, from 1997–2022 and sat on M&C’s board from September 2015 to November 2024. He holds a B.A. in English from Loyola University Maryland and a J.D. from Catholic University. The Board has determined Turner is independent under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monument & Cathedral Holdings, LLC (largest shareholder) | General Counsel | 1997–2022 | Senior legal/compliance leadership for financial publishing and technology businesses |
| Monument & Cathedral Holdings, LLC | Director | Sep 2015–Nov 2024 | Board oversight for largest shareholder; ended Nov 2024 |
External Roles
- No current public company directorships disclosed. Prior outside role at Monument & Cathedral noted above.
Board Governance
- Current roles: Chairman of the Board (non-employee); roles separated from CEO (CEO is Dr. David Eifrig; lead independent director is Glenn Tongue).
- Independence: Board affirmatively determined Turner is independent.
- Committee assignments (FY2024):
- Nominating & Corporate Governance Committee (Chair) – 4 meetings in FY2024.
- Audit Committee (Member) – 4 meetings in FY2024; all members financially literate.
- Attendance: Board met 8 times in FY2024; each director attended at least 75% of board and committee meetings served.
- Anti-hedging: Company prohibits hedging and monetization transactions in Company equity for directors and others.
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Standard non-employee director fee |
| Chairman of the Board fee | $30,000 | Additional cash retainer for Non-Employee Chairman |
| Committee chair/member fees | Varies | N&G chair: $12,000; Audit member: $9,000; Comp member: $6,000; N&G member: $5,000; earned quarterly |
| Matthew Turner – Cash fees (actual FY2024) | $97,739 | Includes special committee service compensation |
Performance Compensation
| Equity Vehicle | Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU – standard non-employee director | $125,000 | Vests in full by next annual meeting or 1-year anniversary | Applies to non-employee directors |
| Annual RSU – lead independent director & chairman | $135,000 | Same as above | Enhanced value for leadership roles |
| Matthew Turner – Stock awards (actual FY2024) | $124,980 | As above | Reflects 2024 grant; total includes $124,980 stock awards |
RSUs are time-based; no performance conditions disclosed for director equity. Awards are subject to the Company’s clawback policy to the extent set forth in that policy.
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Notes |
|---|---|---|
| Monument & Cathedral Holdings, LLC | Former Director (Sep 2015–Nov 2024); Former General Counsel (1997–2022) | Largest shareholder of MKTW; prior affiliation raises potential influence considerations |
Expertise & Qualifications
- Legal and compliance expertise from 25+ years as General Counsel in financial publishing/technology; audit committee financial literacy as required by Nasdaq.
- Board leadership as independent Chairman; governance oversight as Nominating & Governance Committee Chair.
- Independence affirmed by Board.
Equity Ownership
| Metric | Amount | Date/Notes |
|---|---|---|
| Class A shares beneficially owned | 8,185 | As of April 17, 2025 (post 1-for-20 reverse split effective April 2, 2025) |
| Class B shares beneficially owned | 19,012 | As of April 17, 2025 |
| Combined voting power | <1% | As of April 17, 2025 |
| Unvested RSUs outstanding | 4,734 | As of Dec 31, 2024 |
| Pledging/hedging | Hedging prohibited; no pledging disclosure for Turner | Policy bans hedging; no specific pledging disclosure found for Turner |
| Voting proxy | Granted irrevocable voting proxy over his shares to Monument & Cathedral, LLC | Potential influence by largest shareholder; footnote disclosure |
Governance Assessment
-
Strengths
- Independent Chairman with legal/compliance background and audit committee service; independence affirmed.
- Clear committee responsibilities (N&G Chair; Audit member); committee meetings held regularly (Audit: 4; N&G: 4 in FY2024).
- Robust anti-hedging policy; time-based equity aligns with longer-term service.
-
Watch items / RED FLAGS
- Prior deep ties to the controlling stockholder (M&C) and an irrevocable voting proxy of his shares to M&C—may create perceived influence risks despite independence designation.
- 2025 shareholder vote on expanding equity plan passed but showed high abstentions (For: 4,854,220; Against: 592,344; Abstain: 7,015,103; Broker non-votes: 852,913), suggesting engagement/political dynamics worth monitoring.
- Auditor change in March 2025 (Deloitte dismissed; Grant Thornton appointed). While Deloitte reported no unresolved disagreements and prior 2022 material weaknesses were remediated by 2023, changes to auditors merit vigilance.
-
Additional context
- Board structure: seven directors; roles separated (CEO vs Chairman); lead independent director in place.
- Attendance: all directors ≥75% attendance in FY2024; seven directors attended the 2024 Annual Meeting.
Reverse split note: MarketWise executed a 1-for-20 reverse stock split on April 2, 2025; share figures in 2025 proxy are post-split, whereas 2024 proxy figures are pre-split.