Matthew Hansen
About Matthew Hansen
Matthew Hansen, 50, is a director nominee for election at Parks! America’s March 7, 2025 Annual Meeting. He is an independent investor and long‑time stockholder focused on capital allocation with prior corporate management and technology experience; he retired in 2015 after serving as an IT Asset Manager at Becton, Dickinson and Company (BD) and leading teams domestically and internationally for S&P 500 companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Becton, Dickinson and Company | IT Asset Manager | 2009–2015 | Led teams domestically and internationally in corporate management and technology roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Independent investor (self) | Investor/Stockholder | Post‑2015 (exact start not disclosed) | Described as an independent investor and stockholder in PRKA with a capital allocation/ownership focus; no other public company directorships disclosed |
Board Governance
- Current board size: five; nominees for one‑year terms include Hansen (subject to shareholder vote on Mar 7, 2025) .
- Board independence (FY2024 baseline): Jon M. Steele and Jacob McDonough considered “independent” under Nasdaq definitions (PRKA not listed; for definitional purposes only). Independence status for Hansen is not expressly stated in the proxy .
- Board meetings/attendance (FY2024): 17 meetings; no director attended fewer than 75% of Board and committee meetings; 50% attended the last Annual Meeting (Hansen was not yet on the Board) .
- Committees: Only Audit Committee exists; no Nominating or Compensation Committee. Audit Chair: Jacob McDonough; member: Jon M. Steele. The Audit Committee has no charter; met four times in FY2024 .
- Insider Trading Policy: Prohibits hedging, short sales, short‑swing trading; restricts trading during blackout windows; prohibits pledging/margin unless pre‑approved; pre‑clearance required for Covered Persons .
Committee assignments for Matthew Hansen: not disclosed as of the proxy filing; committee composition is expected to be determined after the Annual Meeting .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual Board retainer | $10,000 | Typically awarded at end of service period (generally December) and paid early in the subsequent fiscal year; directors may elect all cash, all shares, or a combination . |
| Audit Committee Chair fee | $2,500 | Additional compensation recognizing responsibilities/time commitment . |
| Payment mix | Director election | Directors can elect equity in lieu of cash to align with ownership philosophy; company emphasizes stock ownership but recognizes tax considerations on restricted stock . |
| Meeting fees | Not disclosed | No specific per‑meeting fees disclosed . |
Hansen did not serve as a PRKA director in FY2024; thus, no FY2024 director compensation for him is reported in the proxy .
Performance Compensation
| Element | Structure | Metrics/Vesting |
|---|---|---|
| Director performance‑based pay | None disclosed | No performance metrics tied to director compensation are disclosed . |
| Equity awards to directors | No current plan to issue equity awards | Company states it has no plan to issue equity awards at present . |
| Stock Option and Award Plan (2005) | 5,000,000 shares authorized under Board‑approved plan; not submitted to stockholders; no grants to date | Plan exists but has not been utilized; not submitted to shareholders for approval to date . |
Other Directorships & Interlocks
| Company | Exchange/Status | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | No public company directorships or interlocks disclosed for Hansen . |
Context on major holders that may influence governance: Focused Compounding Fund, LP (controlled by Gannon and Kuhn, who serve on PRKA’s Board) owns 40.2% of PRKA; Charles Kohnen owns 30.3% .
Expertise & Qualifications
- Capital allocation/owner‑operator orientation; independent investor in PRKA .
- Corporate IT asset management and technology operations experience in S&P 500 environments (BD) .
- No designation as an “audit committee financial expert” disclosed for Hansen (Board determined McDonough qualifies as ACFX) .
Equity Ownership
| Category | Amount | As of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 459,009 | Jan 10, 2025 | Director nominee; address c/o PRKA; ownership furnished by nominee . |
| Ownership (% of outstanding) | 0.6% | Jan 10, 2025 | Based on 75,726,851 shares outstanding as of record date . |
| Vested vs. unvested | Not disclosed | — | No breakdown provided . |
| Options (exercisable/unexercisable) | None disclosed | — | No options listed for Hansen . |
| Shares pledged | None disclosed | — | Company policy restricts pledging absent pre‑approval; Covered Persons generally may not pledge or hold on margin . |
| Ownership guidelines | Not disclosed | — | Company “considers ownership a fundamental tenet” but no numeric guideline disclosed . |
Governance Assessment
Strengths
- Meaningful personal stake: Hansen beneficially owns 459,009 shares (0.6%), aligning interests with shareholders .
- Operations/technology background and investor focus can enhance board capital allocation rigor .
- Board/committee engagement baseline is high (17 Board meetings in FY2024; no director <75% attendance) though pre‑dates Hansen’s service .
Risks and RED FLAGS
- No Compensation or Nominating Committee; compensation and nominations handled by the full Board (governance weakness) .
- Audit Committee has no charter (process/oversight risk) .
- Concentrated control: Focused Compounding (40.2%) and Kohnen (30.3%) collectively hold ~70.5% of shares—minority protection risk .
- Related‑party exposure: $2.5mm term loan to subsidiary secured by a $2.5mm cash collateral reserve provided by Focused Compounding (controlled by two PRKA directors, including the President); no fee paid, but conflict optics persist (RED FLAG) .
- Independence status for Hansen under Nasdaq standards is not stated; only Steele and McDonough were designated independent in FY2024 baseline .
- Forthcoming reverse/forward split will reduce outstanding shares to an expected 757,269, potentially affecting liquidity; may impact investor perception (process risk; though not a “going private” transaction) .
Related Policies and Controls
- Insider Trading Policy restricts hedging, short sales, margin/pledging without pre‑approval, and imposes blackout/pre‑clearance—positive alignment control .
- Related‑party transactions are reviewed by the Board without a formal policy; Board considers conflict factors ad hoc (process risk) .
Items Not Disclosed
- Committee assignment(s) for Hansen (post‑election) .
- Director‑specific attendance/engagement metrics for Hansen (pre‑service) .
- Director stock ownership guidelines (quantitative) .
- Any Section 16 filings specific to Hansen; company states FY2024 compliance generally .
Implications: Hansen’s significant personal ownership and capital allocation mindset are positives for alignment. However, absence of key board committees, lack of an Audit Committee charter, concentrated control by insiders, and a recent related‑party financing support arrangement are governance risks that investors should monitor closely post‑election .