Greg Matz
ONE STOP SYSTEMSAbout Greg Matz
Greg Matz, CPA (age 65), has served as an independent director of One Stop Systems (OSS) since July 2020 and currently chairs the Audit & Risk Committee. He is a retired public-company CFO and Chief Risk Officer with extensive finance, risk management, capital markets, and corporate strategy experience, including senior roles at The Cooper Companies and CooperVision. His credentials include a B.S. in Business Administration (University of San Francisco), Wharton AMP, NACD Board Leadership Fellow, NACD Directorship Certification, and NACD/Carnegie Mellon Cybersecurity Oversight certification .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Cooper Companies (NYSE: COO) | SVP & CFO; Chief Risk Officer | 2011–2016 | Led finance and risk functions at a public company |
| CooperVision (COO business unit) | Chief Financial Officer | 2010–2011 | Business unit finance leadership |
| Agilent Technologies; Hewlett Packard | Senior management roles (finance/marketing) | Prior to 2010 | Corporate finance and marketing experience |
| KPMG | Began career; CPA | Early career | Active CPA certification |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dare Bioscience, Inc. (NASDAQ: DARE) | Director; Audit Committee Chair | Current | Chairs audit committee at a public clinical-stage biopharma company |
Board Governance
- Committee assignments: Chair, Audit & Risk; Member, Compensation; not on Nominating & Corporate Governance .
- Independence: Board determined Matz is independent under Nasdaq and SEC rules; he is designated the “audit committee financial expert” and financially sophisticated; all Audit & Risk members are independent and financially literate .
- Attendance and engagement: Board held 7 formal meetings in 2024; each director attended at least 75% of board and relevant committee meetings; majority of directors attended the May 2024 annual meeting .
- Audit & Risk scope: Oversees financial reporting integrity, internal controls, legal/regulatory compliance, external auditor selection/compensation, ERM, cybersecurity; reviews/approves related-party transactions per Item 404 policy .
- Governance policies: Code of Business Conduct & Ethics, Corporate Governance Guidelines, Insider Trading Policy, Related Party Transactions Policy, Whistleblower Policy, and committee charters are available on OSS’s website .
Fixed Compensation
| Year | Fees earned or paid in cash ($) | RSU awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 48,019 | 45,990 | 94,009 |
- Non-executive director cash structure (2024): quarterly $9,329 to all non-executive directors; additional $3,110 per quarter for the Board Chair; additional $1,555 per quarter for each committee chair .
- Mix insight: For 2024, Matz’s compensation mix was approximately 51% cash and 49% equity, based on disclosed amounts .
Performance Compensation
- OSS discloses RSUs for non-executive directors but does not specify director-level performance metrics or vesting schedules for those awards; the RSUs are “further consideration for board services” (no director bonuses reported) .
- No director options or performance-tied equity for Matz are disclosed in the proxy .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| Dare Bioscience (NASDAQ: DARE) | Public | Director; Audit Chair | External board seat—no OSS-related party transaction reported |
- Related parties: OSS reports no related-person transactions above $120,000 since Jan 1, 2023; Audit & Risk committee pre-approves and oversees any such transactions under a formal policy .
- Significant shareholders: Horton Capital Partners Fund LP (5.4%) with director Joseph Manko having control; Steve Cooper (8.8%); Barclays PLC (5.0%); none disclosed as related-party transactions with Matz .
Expertise & Qualifications
- Finance and risk: Former public-company CFO and Chief Risk Officer; audit committee financial expert designation .
- Cybersecurity oversight: NACD/CMU certification; Audit & Risk oversees cybersecurity risk .
- Professional credentials: CPA (active), NACD Board Leadership Fellow, NACD Directorship Certification; Wharton AMP .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Greg Matz | 53,930 | <1% (based on 21,539,412 shares O/S as of 3/21/2025) |
- Ownership guidelines: Not disclosed for directors; no pledging or hedging disclosures specific to Matz identified; Insider Trading Policy applies to directors .
- Breakdown (vested vs unvested, options): Not disclosed for directors; Matz’s beneficial ownership reflects shares held; no options or RSUs breakdown for directors provided .
Governance Assessment
- Strengths:
- Independent director with deep finance and risk background; designated audit committee financial expert .
- Chairs a broadened Audit & Risk committee with explicit ERM and cybersecurity oversight and authority over related-party transactions—clear conflict controls .
- Balanced director pay structure (cash + RSUs) aligns director incentives with shareholder value; no director bonuses or option grants disclosed—reduces pay-for-performance controversy risk .
- Attendance threshold met; majority of directors attended the annual meeting—acceptable engagement signal .
- No legal proceedings involving directors/officers reported; no related-party transactions disclosed since 2023—low red flag incidence .
- Watch items:
- Proxy notes general potential for outside business conflicts (time allocation/business opportunities) mitigated by Code of Conduct disclosure obligations; continued monitoring of external commitments prudent .
- No disclosed director ownership guidelines or compliance status—reduces transparency on “skin-in-the-game” expectations .
- Net view: Matz’s financial expertise, independence, and leadership of the Audit & Risk committee support board effectiveness and investor confidence. The lack of reported related-party transactions and clear ERM/cyber oversight are favorable governance signals; transparency around director ownership guidelines would further strengthen alignment .