Van Simmons
About Van Simmons
Van Simmons (age 73) has served as an independent director of MarketWise since July 2021. He is President of David Hall Rare Coins, Inc. (since 1991), co‑founded Collectors Universe (NASDAQ: CLCT) and served on its board from 1999–2018, and holds a Masters Professional Director Certification from the American College of Corporate Directors. He is nominated as a Class I director for a term expiring at the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MarketWise, Inc. (MKTW) | Director (Class I) | Jul 2021–present | Chair, Compensation Committee; Member, Audit and Nominating & Corporate Governance Committees; Audit met 4x, Compensation 7x, Nominating 4x in FY2024 |
| David Hall Rare Coins, Inc. | President | 1991–present | Led operations; industry authority on coin grading |
| Collectors Universe (NASDAQ: CLCT) | Director | 1999–2018 | Co‑founder; corporate governance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Collectors Universe (NASDAQ: CLCT) | Director (prior) | 1999–2018 | Public company board experience |
Board Governance
- Independence: The Board determined Van Simmons is independent under SEC and Nasdaq rules .
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee; Member, Nominating & Corporate Governance Committee .
- Meeting cadence FY2024: Audit (4), Compensation (7), Nominating (4); Board met 8 times .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in FY2024; seven directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
- Structure/entrenchment: Classified board with staggered three‑year terms; directors removable by stockholders only for cause by majority vote, which may delay or prevent changes in control .
| FY2024 Governance Activity | Count/Status |
|---|---|
| Board meetings | 8 |
| Audit Committee meetings | 4 |
| Compensation Committee meetings | 7 |
| Nominating & Governance Committee meetings | 4 |
| Attendance threshold | ≥75% for each director |
Fixed Compensation
- Program terms: Annual cash retainer $60,000; additional annual fees—Lead Independent Director $15,000; Non‑Employee Chair $30,000; Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $12,000; committee service (non‑chair) Audit $9,000; Compensation $6,000; Nominating $5,000; earned quarterly . The program was amended effective Aug 2, 2023 to increase cash fees and adjust RSU grant values .
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2023 | 81,614 | Reflects retainer/committee fees under amended program (effective Aug 2, 2023) |
| 2024 | 96,500 | Includes special committee compensation |
Performance Compensation
- Equity awards: Annual director RSU award grant‑date value $125,000 (lead independent director and chairman $135,000); prorated if mid‑year appointment; vest in full on the earlier of the date immediately preceding the next annual stockholder meeting or first anniversary of grant; out‑of‑pocket expenses reimbursed .
- 2021 Equity Plan cap: Total director compensation (cash + equity grant‑date fair value) generally capped at $750,000 per calendar year ($1,000,000 for initial year); exceptions permitted in extraordinary circumstances, with recipient recusal .
- Corporate transaction treatment: 2021 Plan grants broad discretion to adjust or accelerate awards (including RSUs) upon certain transactions or changes in law/accounting, including change in control .
- Performance metrics: No director‑level performance metrics (e.g., TSR/EBITDA) disclosed for RSU vesting; awards are time‑based .
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| RSU grant value ($) | 125,000 | 124,980 (grant‑date fair value reported) | Annual grant; value depends on stock price at grant |
| Vesting condition | Time‑based | Time‑based | Vests by next annual meeting or first anniversary |
| Performance metrics tied to vesting | None disclosed | None disclosed | No TSR/financial targets disclosed |
| RSU Position Snapshot | Dec 31, 2023 | Dec 31, 2024 | Apr 17, 2025 |
|---|---|---|---|
| Unvested RSUs (units) | 62,500 | 4,734 | 7,859 (RSUs outstanding under Plan benefits) |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Dates | Potential Interlocks/Conflicts |
|---|---|---|---|---|
| MarketWise, Inc. | Public | Director | 2021–present | None disclosed |
| Collectors Universe (CLCT) | Public | Director (prior) | 1999–2018 | No connections to MarketWise disclosed |
| David Hall Rare Coins | Private | President | 1991–present | No related‑party transactions disclosed with MarketWise |
- Related‑party and conflicts: Audit Committee reviews related‑person transactions; proxy discloses a related‑party sale of Buttonwood Publishing/Crowdability assets to a related party, but no involvement or transactions related to Van Simmons were disclosed; Compensation Committee interlocks/insider participation—none requiring disclosure in FY2024 .
Expertise & Qualifications
- Business building and governance: Decades of operating leadership at David Hall Rare Coins; co‑founder of CLCT; prior public company board service .
- Governance credentials: Masters Professional Director Certification (American College of Corporate Directors) .
- Financial literacy: Meets Nasdaq requirements; serves on Audit Committee (member), with an audit committee financial expert on the committee (Glenn Tongue) .
Equity Ownership
| Security | Amount | % of Class | Notes |
|---|---|---|---|
| Class A Common Stock | 11,385 shares | <1% | Individual entry in beneficial ownership table |
| Class B Common Stock | — | — | No Class B holdings disclosed |
| RSUs outstanding (as Plan benefits snapshot) | 7,859 units | — | As of Apr 17, 2025 under 2021 Plan benefits summary |
| Unvested RSUs at FY end | 62,500 (2023) ; 4,734 (2024) | — | Year‑end unvested RSUs |
| Pledged/Hedged shares | None disclosed | — | No pledging/hedging disclosure for Simmons |
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee and serves on Audit and Nominating—indicating high engagement; FY2024 meeting cadence shows active committees; board policy expects annual meeting attendance and ≥75% meeting attendance, which the Board met in FY2024 .
- Alignment: Holds Class A shares and RSUs; annual director equity grants with straightforward vesting provide ongoing exposure to shareholder value, subject to Plan caps and potential acceleration on corporate transactions .
- Risks/Red Flags: Classified board and “for cause” removal may entrench directors and reduce investor influence over board refreshment; cash director fees increased in 2023 amendment and 2024 cash receipts rose, which can signal greater guaranteed pay versus at‑risk equity; special committee fees contributed to cash comp in 2024 (monitor committee workload vs outcomes) .
- Conflicts: No related‑party transactions or committee interlocks involving Simmons are disclosed for FY2024; Audit Committee oversees related‑party reviews .
Overall, Simmons presents as an independent, multi‑committee director with prior public board experience and governance certification. Primary governance watch‑outs relate to the company’s board structure (staggered terms, removal thresholds) and the mix trend toward higher cash fees year‑over‑year; no Simmons‑specific conflicts or red flags are disclosed in the latest proxy .