Matthew D. Frymier
About Matthew D. Frymier
Independent director since 2017 (age 55), Frymier chairs the Compensation Committee and serves on the Audit Committee at Preformed Line Products (PLPC). He is Managing Director at Financial Technology Partners (since March 1, 2022) and brings 25+ years in financial services and asset management, including 17 years at Bank of America leading principal investments/M&A; he co‑founded Corrum Capital (2013–2018) and has served as Director and Chairman of the Chicago Stock Exchange and as a director of FXAll, Incapital, and BATS Global Markets, enhancing board financial acumen and transactional oversight . The Board has determined he is independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America | Led a principal investment division responsible for strategic investments and M&A | 17 years (dates not specified) | Directly relevant to PLPC’s growth and acquisitions strategy |
| Corrum Capital Management | Co‑founder, alternative asset manager | Dec 2013–2018 | Entrepreneurial perspective; alternatives investing expertise |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Financial Technology Partners | Managing Director | Since Mar 1, 2022 (current) | Financial technology investment banking leadership |
| Chicago Stock Exchange | Director; Chairman (past) | Not specified | Exchange governance and market structure oversight |
| FXAll; Incapital; BATS Global Markets | Director (past) | Not specified | Capital markets and trading venue experience |
Board Governance
- Committee assignments: Compensation Committee (Chair); Audit Committee (member) .
- Independence: Board determined Frymier (with Corlett, Gascoigne, Gibbons, Sunkle, Kestner) is independent under NASDAQ rules .
- Attendance: In 2024, Board held 5 meetings; Audit 4; Compensation 4; Nominating 7; all directors attended ≥75% and all attended the prior annual meeting .
- Board leadership/structure: Executive Chairman serves as principal executive officer; no Lead Independent Director .
- 2025 annual meeting results (director elections): Frymier received 3,527,278 votes “For” and 45,933 “Withheld/Abstentions”; broker non‑votes 985,262 .
- 2025 Incentive Plan: Approved (For 2,631,678; Against 905,481; Abstain 36,052; Broker non‑votes 985,262), which the Compensation Committee recommended and Board approved, adding governance features (no repricing, minimum vesting, clawback) .
- Shareholder proposal context: In 2024, shareholders voted against a proposal to report on actions to increase board diversity (For 1,066,118; Against 2,958,016; Abstain 42,198; Broker non‑votes 342,986) .
Fixed Compensation (Director)
| Component | Policy (2024) | 2024 Amount (Frymier) |
|---|---|---|
| Annual cash retainer | $45,000 | — Policy language |
| Committee membership retainer | $10,000 per committee/year | — Policy language |
| Committee chair retainer | +$10,000 per committee chair/year | — Policy language |
| Total cash fees (2024 actual) | — | $65,000 |
Notes: Director fees policy shown for context; Frymier’s 2024 fees reported as $65,000. The director compensation table provides actuals by director .
Performance Compensation (Director)
| Instrument | Grant Policy | 2024 Stock Award (Grant-Date Fair Value) |
|---|---|---|
| Common shares (director equity) | Approx. $75,000 in common shares annually, paid just prior to completion of each calendar year | $75,025 |
Notes: Director equity is a share grant (not performance‑conditioned RSUs); no performance metrics apply to director equity grants per policy disclosure .
Other Directorships & Interlocks
- Current/Recent external directorships: Chicago Stock Exchange (Director and Chairman), FXAll, Incapital, BATS Global Markets (director roles) .
- Compensation Committee interlocks: None; no director on the Compensation Committee was an officer/employee, and no interlocking relationships existed in 2024 .
Expertise & Qualifications
- Financial services and asset management leadership; principal investing and M&A execution; prior board leadership (Chairman, Chicago Stock Exchange) .
- Qualifications align to PLPC needs in strategy, capital allocation, and acquisitions oversight .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 14, 2025) | 2,075 common shares; <1% of class | From Security Ownership table; “<1%” per proxy . Shares outstanding: 4,940,991 . |
| Director stock ownership guideline | 3× annual cash retainer minimum (5 years to comply) | Board Stock Ownership Plan applies to committee members |
| Hedging/short sales policy | Prohibits hedging, short sales; blackout windows and pre‑clearance for certain insiders | Insider Trading Policy summary |
| Pledged shares | Not disclosed for Frymier | No pledging noted in related‑party/ownership sections |
Recent insider transactions (Form 4):
Source: Insider-trades skill (Form 4). See links in table for each transaction.
Governance Assessment
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Strengths
- Independence and key oversight roles: Frymier is independent, chairs the Compensation Committee, and sits on the Audit Committee—positions central to pay design and financial reporting oversight .
- Relevant skillset: Extensive principal investing/M&A and exchange governance experience strengthens capital allocation, strategic transactions, and market structure understanding at PLPC .
- Shareholder support: Strong 2025 re‑election support (3.53M For vs. 45.9k Withheld), indicating investor confidence in his board contribution .
- Plan governance features: As Compensation Chair, presided over a plan framework with no option repricing, one‑year minimum vesting, and clawback applicability—shareholder‑friendly features .
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Watch items / potential risks
- Board structure: No Lead Independent Director while the Executive Chairman serves as principal executive officer, which can reduce independent counterbalance; family relationships on the Board (children of the Executive Chairman) underscore need for robust independent committee leadership (including Compensation chaired by Frymier) .
- Shareholder sentiment on equity pool: 2025 Incentive Plan passed but with a notable “Against” vote (905k), suggesting some dilution/governance concerns; continued investor engagement and transparent use of shares advisable .
- Ownership alignment: Beneficial ownership reported at 2,075 shares (<1%); director ownership guideline requires ≥3× cash retainer but individual compliance status is not disclosed—monitor alignment over time .
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Related party/conflicts
- No related‑party transactions disclosed involving Frymier; Audit Committee oversees and pre‑approves related party transactions; 2024 transactions listed involved other insiders/advisors (e.g., share repurchases from insiders; law firm fees related to another director) .
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Shareholder engagement/say‑on‑pay context
- Prior say‑on‑pay received >97% support (2023), informing the Compensation Committee’s approach; 2024 shareholder proposal on board diversity failed, signaling current shareholder preferences and potential continued focus on governance disclosures .
All citations: .