Matthew Lipman

About Matthew E. Lipman

Matthew E. Lipman (age 46) has served on Soluna Holdings, Inc.’s Board since October 2016 and is currently a non‑employee director . He is Managing Director at Brookstone Partners IAC, Inc. (since 2004) with prior M&A analyst experience at UBS (2001–2004), and holds a B.S. in Business Administration from Babson College . The Board classifies him as not independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Committee assignments: Executive Committee member (not Chair) . Not on Audit, Compensation, or Nominating & Corporate Governance Committees .
• Independence: Not independent under Nasdaq rules .
• Attendance: Board met 26 times in 2024; each director attended at least 75% of Board and assigned committee meetings .
• Leadership: Executive Chairman is Michael Toporek; Lead Independent Director is William P. Phelan; executive sessions of non‑management directors are held periodically .

Fixed Compensation

Performance Compensation

| Grant Date | Instrument | Quantity | Fair Value (USD) | Notes | |---|---:|---:|---| | Apr 15, 2024 | Restricted Stock Awards (Common) | 35,294 | — | Part of 2024 director equity program | | Apr 15, 2024 | Restricted Series A Preferred Stock Awards | 26,489 | — | Awarded alongside common RSAs | | Jun 1, 2024 | Restricted Stock Awards (Common) | 5,114 | — | 2024 periodic grant | | Sep 1, 2024 | Restricted Stock Awards (Common) | 39,260 | — | 2024 periodic grant | | Dec 1, 2024 | Restricted Stock Awards (Common) | 36,805 | — | 2024 periodic grant | | FY2024 Total Equity Grant Fair Value | — | — | $413,537 | Aggregate grant date fair value (FASB ASC 718) |

Vesting and balances:

• As of Dec 31, 2024, holdings included 1,640 RSUs, 116,473 RSAs (common), and 26,489 restricted Series A preferred awards .
• Separation‑vesting feature: as of Jun 30, 2025, 190,445 RSAs vest 100% upon separation; options exercisable within 60 days total 300 shares . As of Sep 29, 2025, separation‑vesting RSAs total 290,124; options exercisable 300 shares .
• No performance metrics are disclosed for director equity awards; awards consist of time/separation‑based restricted stock and preferred stock units .

Other Directorships & Interlocks

• Brookstone/HEL interlocks: Lipman is a Brookstone IAC director and HEL’s acting President; several HEL equity holders are affiliated with Brookstone Partners; SLNH’s Executive Chairman (Toporek) and other insiders also hold HEL interests/interlocks .
• Related‑party transaction governance: HEL transactions were negotiated via an independent investment committee with separate counsel and approved unanimously by that committee and the full Board; the approximate dollar value of Lipman’s interest in HEL transactions for 2024 was $0 .

Expertise & Qualifications

• Private equity operator with 20 years of growth and M&A execution experience; proficient in financial statements, GAAP, and internal controls from investment oversight of portfolio companies and board service .

Equity Ownership

Policy signals:

• Anti‑hedging: Company prohibits hedging transactions by directors .
• Clawback: Board adopted a clawback policy for excess incentive compensation tied to financial reporting measures (executives) .

Governance Assessment

• Committee influence and scope: Lipman serves on the Executive Committee, which met 19 times in 2024 and has authority to authorize equipment purchases, set equity sale prices, and assess business risks between Board meetings—heightening his operational influence despite non‑independent status .
• Independence and conflicts: He is not independent and holds leadership roles at HEL/Brookstone affiliates linked to related‑party transactions; while oversight mitigations (independent investment committee, separate counsel) are disclosed and Lipman’s 2024 dollar interest is reported as $0, these interlocks remain a continuing conflict‑risk area .
• Attendance and engagement: Board/committee attendance met threshold (≥75% for each director) amid an active Board (26 meetings in 2024), indicating baseline engagement .
• Pay structure and alignment: Director cash pay is modest and formulaic; equity awards are significant and include separation‑vesting RSAs, which can reduce long‑term performance linkage versus time‑ or performance‑based vesting; no performance metrics are disclosed for director equity .
• Compliance signal – Section 16: The company disclosed late Form 4 filings for Lipman (and Toporek) for dispositions on Oct 31, Nov 1, and Nov 4, 2024 due to administrative error—an oversight red flag that warrants monitoring .

RED FLAGS to monitor:

• Not independent with HEL/Brookstone interlocks and Executive Committee authority (heightened conflict exposure despite mitigation controls) .
• Separation‑vesting RSAs for directors (reduced at‑risk, long‑term alignment potential) .
• Section 16 reporting timeliness issues (administrative error disclosed) .