Matt Sacks
About Matt Sacks
Matt Sacks, age 33, is an independent Class I director of SpringBig Holdings (SBIG), appointed pursuant to an investor nomination agreement on January 23, 2024. He is Co-Managing Partner of Lightbank (since 2020), Executive Chairman and founder of Luminary Media (Executive Chairman since 2018; CEO 2018–2020), previously a Principal at New Enterprise Associates, and began his career in Goldman Sachs’ TMT investment banking group. The Board has determined he is independent under Nasdaq rules (although SBIG is OTC-listed).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Luminary Media | Chief Executive Officer | 2018–2020 | Founded podcasting company; later Executive Chairman |
| New Enterprise Associates (NEA) | Principal | Tenure not disclosed | Venture investing experience |
| Goldman Sachs (TMT IB) | Investment Banking (TMT) | Tenure not disclosed | Early career in TMT coverage |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Lightbank | Co-Managing Partner | 2020–present |
| Luminary Media | Executive Chairman | 2018–present |
| Sparkplug Corporation | Director | Since Dec 2022 |
Board Governance
- Classification and tenure: Class I director; Class I (Sacks, Mark Silver) terms expire at SBIG’s fourth annual meeting post-COI effectiveness. Appointed Jan 23, 2024 via Investor Nomination Agreement.
- Independence: Board determined all directors except CEO Jeffrey Harris are independent under Nasdaq rules (despite OTC listing).
- Lead independent director: Marc Shiffman serves as Lead Independent Director.
- Committees: Only the Audit Committee remains; membership is Marc Shiffman and Sergey Sherman (Sherman is Chair). Sacks is not listed on any committee.
- Committee structure change: Compensation and Nominating & Corporate Governance Committees were abolished on September 1, 2023 following the Nasdaq delisting.
- Meetings and attendance: Board met 4 times in 2023 and 7 times in 2024; Audit Committee met 4 times in 2024. Each director attended at least 75% of applicable Board and committee meetings during their period of service in 2023–2024.
Fixed Compensation
| Component | 2024 |
|---|---|
| Annual cash retainer | $0 (SBIG “did not compensate any members of the Board of Directors for the fiscal year ended December 31, 2024 or thereafter.”) |
| Committee/Chair fees | $0 |
| Meeting fees | $0 |
| Equity awards (grant-date fair value) | $0 |
Performance Compensation
| Performance-linked element | 2024 |
|---|---|
| Performance equity or cash metrics for directors | None disclosed for directors in 2024 |
Non-employee director compensation policy cap (not actual pay): max $750,000 per year ($1,000,000 if first appointed during the year), measured at grant-date fair value.
Other Directorships & Interlocks
| Entity | Nature of Relationship | Details / Potential Interlock |
|---|---|---|
| Lightbank Asset Management / Lightbank II, L.P. | Investor; Sacks is Co-Managing Partner | Nomination Agreement (Jan 23, 2024) granted Investors (Lightbank and Shalcor) three Board seats; Sacks designated as Class I nominee. Lightbank purchased $2.4m of Convertible Notes and $0.6m of Term Notes; beneficially owned 16,000,000 shares via note conversion within 60 days (25.7% as of Aug 1, 2024). |
| Shalcor Management, Inc. | Investor; Board representation (Mark Silver) | Shalcor purchased $2.8m Convertible Notes and $0.7m Term Notes; Mark Silver (Shalcor President) is Class I director; Shalcor’s notes convertible into 19,733,333 shares (beneficial ownership attributed to Shalcor; Silver disclaims except to pecuniary interest). |
| Sparkplug Corporation | External board seat (Sacks) | Director since Dec 2022 (no disclosed SBIG conflict). |
Expertise & Qualifications
- Technology and venture investing experience (Lightbank Co-Managing Partner; former NEA Principal).
- Operating leadership in media/technology (Luminary CEO 2018–2020; Executive Chairman since 2018).
- Early career training in TMT investment banking (Goldman Sachs).
Equity Ownership
| Metric (as of Jan 29, 2025) | Value |
|---|---|
| Total beneficial ownership (shares) | 0 (reported as “—” in SBIG’s beneficial ownership table) |
| Ownership % of outstanding shares | <1% (no reported beneficial ownership) |
Governance Assessment
- Board independence vs investor influence: Although the Board deems Sacks independent, he was appointed under a Nomination Agreement granting Lightbank and Shalcor up to three Board seats and Lightbank holds a large convertible position (25.7% as of Aug 1, 2024) — a potential influence/related-party consideration despite formal independence. RED FLAG: investor representative with significant affiliated ownership and nomination rights.
- Committee structure: Compensation and Nominating/Governance committees were abolished in 2023 post-delisting; only Audit remains. RED FLAG: reduced formal oversight mechanisms for pay and nominations.
- Director pay and alignment: No director compensation paid in 2024 (no cash or equity). Combined with Sacks’ reported zero beneficial ownership, this limits immediate “skin-in-the-game” alignment.
- Attendance and engagement: Company reports each director met the 75% attendance threshold during their service period in 2023–2024; Sacks joined in 2024 and would be covered for his period of service. Positive signal on engagement.
- Board leadership: Presence of a Lead Independent Director (Shiffman) supports independent oversight amid CEO/CFO transition processes led by the Lead Independent Director.
Related-party and governance context (company-level):
- Investor Nomination Agreement tied to Jan 23, 2024 financing structured board composition and investor rights (Lightbank/Shalcor).
- Recent leadership transitions (CEO and CFO separations) with search led by Lead Independent Director underscore need for robust independent oversight.