Roger Meltzer
About Roger Meltzer
Roger Meltzer, age 74, is an independent Class I director of MSP Recovery, Inc. (MSPR), serving since 2022 and currently a member of the Audit Committee . He is Chairman Emeritus and former Global Co‑Chairman of DLA Piper, with a prior 30‑year career at Cahill Gordon & Reindel; he holds a JD from NYU School of Law and an AB from Harvard College . The Board has affirmatively determined Meltzer is independent under Nasdaq rules . In 2024 the Board held 12 meetings, and each director attended at least 75% of Board and applicable committee meetings, indicating regular engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DLA Piper LLP | Global Co‑Chairman; Americas Co‑Chairman; Office of the Chair; Global Board; U.S. Executive Committee; Co‑Chairman, Corporate Finance Practice; currently Chairman Emeritus | 2007–present (various roles; Global Co‑Chair 2015–2020; Americas Co‑Chair 2013–2020; Chairman Emeritus current) | Senior leadership; led firm through cyberattack response |
| Cahill Gordon & Reindel LLP | Partner; Executive Committee member | 1977–2007 (Partner 1984–2007; Exec Committee 1987–2007) | Corporate finance and governance leadership |
| Hain Celestial Group, Inc. | Director | Dec 2000–Feb 2020 | Public company board experience |
| American Lawyer Media | Director | Jan 2010–Jul 2014 | Media governance |
| Coinmach Service Corp. | Director | Dec 2009–Jun 2013 | Consumer services governance |
| Legal Aid Society | Board member | Nov 2013–Jan 2020 | Non‑profit governance |
| Nordic Aviation Capital (subsidiaries) | Director | Dec 2021–Apr 2022 | Aviation finance oversight |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Haymaker Acquisition Corp. 4 | Director | Since Feb 2021 |
| Ubicquia LLC | Director | Since Feb 2021 |
| MSP Recovery, Inc. | Director | Since May 2022 |
| Aearo Holding LLC | Director | Since Jun 2022 |
| Empatan Public Limited Company | Director | Since Aug 2022 |
| AID Holdings II | Director | Since Jan 2023 |
| Klein Hersh | Director | Since Feb 2023 |
| Cyxtera Technologies, Inc. | Director | Since Apr 2023 |
| John C. Heath, Attorney at Law P.C. d/b/a Lexington Law | Director | Since May 2023 |
| Elixir (subsidiary of Rite Aid) | Director | Since Aug 2023 |
| SK Neptune Husky Intermediate I S.à r.l. and affiliates | Director | Since Nov 2023 |
| Careismatic Brands Inc. | Director | Since Nov 2023 |
| Audacy Inc. | Director | Since Nov 2023 |
| Prior: Lionheart II Corp; Lionheart III Corp; Haymaker Acquisition Corp. III | Director | Mar 2021–May/Aug/Jul 2022 (respectively) |
| Advisory: Harvard Law School Center on the Legal Profession; Trustee: NYU Law | Advisor/Trustee | Since May 2015; since Sep 2011 |
Board Governance
- Committee memberships: Audit Committee member; Audit Committee chaired by Thomas Hawkins; Compensation Committee chaired by Michael Arrigo; Nominating & Corporate Governance Committee chaired by John Ruiz .
- Independence: Board determined Meltzer and four other directors are independent under Nasdaq and SEC rules .
- Attendance: Board held 12 meetings in 2024 and acted by written consent 15 times; each director attended at least 75% of Board and relevant committee meetings .
- Executive sessions: Independent directors hold executive sessions without management; no lead independent director designated .
- Anti‑hedging/pledging: Company prohibits hedging, short sales, margin accounts, and pledging of Company securities; trading policy includes blackout periods and pre‑clearance .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Annual director retainer (total) | $237,000 |
| Retainer mix | 30% cash / 70% equity |
| Audit Committee member cash retainer | $25,000 (member) |
| Roger Meltzer – Fees Earned (Cash) | $96,100 |
| Roger Meltzer – Stock Awards (Grant‑Date Fair Value) | $165,900 |
| Roger Meltzer – Total Compensation | $262,000 |
| Deferred cash portion of Board compensation unpaid (aggregate) | $80,750 outstanding as of June 30, 2025 |
Note: Cash retainers reflect base retainer cash portion plus committee fees; equity awards reflect annual grant under director compensation program .
Performance Compensation
- No performance‑based compensation (options, PSU/RSU with metrics, non‑equity incentive plans) disclosed for non‑employee directors in 2024; director pay consisted of fixed cash retainers and equity grants .
Other Directorships & Interlocks
- Multiple concurrent directorships across public and private entities (e.g., Audacy Inc., Cyxtera Technologies, Haymaker Acquisition Corp. 4), offering capital markets and restructuring experience; no MSPR‑specific related‑party ties disclosed for Meltzer .
- SPAC affiliations (Lionheart II/III; Haymaker III) may create network interlocks with sponsors/investors but no specific MSPR conflicts reported; Audit Committee oversees related‑party reviews .
Expertise & Qualifications
- Skills matrix identifies Meltzer with executive leadership, public company board, tech industry, legal/regulatory, accounting/finance, cybersecurity, risk management, public policy, capital markets, and ESG expertise .
- Legal credentials and senior firm leadership provide strong oversight capacity, including cyber risk governance experience .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class V Shares | % of Class V | Notes |
|---|---|---|---|---|---|
| Roger Meltzer | 2,838 | * | — | — | Includes 950 Class A shares directly and 1,888 Class A underlying New Warrants; less than 1% beneficial ownership |
| Policy context | — | — | — | — | Anti‑hedging/pledging policy applies to directors and officers |
Governance Assessment
- Strengths: Independent Audit Committee membership; extensive legal and governance expertise; Board independence majority; codified related‑party review processes via Audit Committee; anti‑hedging/pledging policy and executive sessions support investor alignment .
- Risks/Red Flags: Deferred cash portion of director compensation unpaid ($80,750) signals liquidity constraints and potential retention risk for non‑employee directors; requires monitoring of cash flows and timely compensation practices .
- Related‑party exposure: Company operates with significant related‑party transactions (e.g., Law Firm advances/loan, MSP Principals promissory note, collateral support, VRM arrangements); underscores need for robust Audit Committee oversight to protect minority shareholders; no Meltzer‑specific related‑party transactions disclosed .
- Capital structure/dilution risk: VRM warrant exercises could materially dilute voting/economic interests and alter governance dynamics; while voting caps/proxy agreements exist, board vigilance is required; Special Meeting Proposal 2 highlights these dynamics .