Joseph Martin
About Joseph Martin
Joseph Martin, age 48, is Chief Administrative Officer and Chief Legal Officer of Steel Partners Holdings L.P. (SPLP) and has served in these roles since June 2023; he holds a B.A. in Economics and History from UC Berkeley and a J.D. from Harvard Law School . During his tenure, SPLP reported net income of $154.0 million in 2023 and $271.2 million in 2024, with cumulative TSR values of $95.24 and $101.33 (value of an initial $100 investment) for 2023 and 2024, respectively . Mr. Martin’s compensation structure includes base salary, short-term incentive (STIP) targeted at 60% of base, a long-term incentive (LTIP) that was paid in cash in 2024, and time-based LP Unit grants with specified vesting schedules .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Georgia-Pacific LLC | Assistant General Counsel & Assistant Secretary | Jul 2009–Sep 2018 | Held several legal positions, contributing to corporate governance and compliance . |
| Louisiana-Pacific Corporation | General Counsel, OSB & EWP; Interim General Counsel & Secretary | Sep 2018–May 2019; May 2019–Aug 2019 | Oversaw legal function and served as interim GC and Secretary during transition . |
| Steel Holdings | General Counsel | Aug 2020–Mar 2022 | Led legal function at Steel Holdings . |
| Steel Connect | General Counsel & Chief Compliance Officer | Aug 2020–Mar 2022 | Oversaw legal and compliance functions . |
| Clover Health Investments, Corp. | General Counsel & Corporate Secretary | Mar 2022–Jun 2023 | Led legal, compliance, business development, and cybersecurity . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Trinity Place Holdings Inc. | Director | Since Feb 2025 | Real estate holding/investment company . |
| Steel Connect | Director | Sep 2023–Jan 2025 | Board service concluded Jan 2025 . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $225,865 (pro-rated from $435,000) | $443,700 |
| Target STIP (% of Salary) | 60% | 60% |
| Stock Awards – Grant Date Fair Value ($) | $661,808 | $174,355 |
| Non-Equity Incentive ($) | $140,940 | $908,473 (LTIP cash $642,253; STIP $266,220) |
| All Other Compensation ($) | $291 (life insurance premiums) | — |
| Total Compensation ($) | $1,028,904 | $1,526,528 |
Performance Compensation
| Component | Target | Weighting | 2023 Actual & Payout | 2024 Actual & Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Short-Term Incentive Plan (STIP) | 60% of annual base salary | Not disclosed | $140,940 cash | $266,220 cash | Annual cash bonus . |
| Long-Term Incentive Plan (LTIP) | $450,000 for 2021–2023 period (pro-rated to start date and prior service credit) | Not disclosed | Not disclosed | $642,253 cash | 2024 LTIP paid in cash . |
| Equity Awards (LP Units) | Time-based grants | N/A | 15,200 units granted; 11,000 vested 12/19/2023; 4,200 vested 6/19/2024 | 2,195 units granted 3/15/2024 (vested immediately and on 5/13/2024); 2,351 units granted 5/13/2024 vest 10/1/2026 | As specified in grant terms . |
Equity Ownership & Alignment
- Beneficial Ownership (as of March 27, 2025): Joseph Martin beneficially owned 13,026 LP Units; percentage of units outstanding shown as “*” (<1%) in the table; total LP Units outstanding were 19,150,619 .
- Pledging/Hedging: The Partnership Agreement restricts transfers and includes pledges among defined transfers, but no specific disclosure indicates pledging by Mr. Martin in his ownership footnote .
- Stock Ownership Guidelines: Not disclosed in the proxies reviewed.
| Unvested Restricted LP Units at Fiscal Year-End | 12/31/2023 | 12/31/2024 |
|---|---|---|
| Units Unvested (#) | 4,200 | 2,351 |
| Market Value ($) | $168,000 (at $40.00 per LP Unit) | $100,059 (at $42.56 per LP Unit) |
| Equity Grant & Vesting Schedule | Units | Grant Date | Vesting Schedule | Notes |
|---|---|---|---|---|
| Restricted LP Units | 15,200 | 6/19/2023 | 11,000 vested 12/19/2023; 4,200 vested 6/19/2024 | Grant disclosed in offer letter . |
| Restricted LP Units | 2,195 | 3/15/2024 | Vested immediately and on 5/13/2024 | Immediate and specified-date vesting . |
| Restricted LP Units | 2,351 | 5/13/2024 | Vest on 10/1/2026 | Unvested balance at FY-end 2024 . |
Employment Terms
| Term | Detail |
|---|---|
| Employment Start Date | June 2023 (CAO & CLO) . |
| Offer Letter | Dated May 28, 2023; base salary $435,000; STIP target 60% of salary; LTIP target $450,000 for 2021–2023 (pro-rated to start date and prior service credit); 15,200 LP Units (vesting as below); no employment agreement . |
| Employment Agreement | Mr. Martin does not have an employment agreement . |
| Severance | Not disclosed for Mr. Martin; general plan-related equity acceleration noted below . |
| Change-of-Control | Under Second A&R 2018 Plan: if terminated without Cause or for Good Reason on or within two years following a Change in Control, all outstanding equity awards immediately vest and become exercisable (double-trigger) . |
| Non-Compete/Non-Solicit | Company form Bonus, Confidentiality and Non-Solicitation Agreement includes a 12-month employee non-solicit and customer non-interference; applicability to Mr. Martin not specifically disclosed . |
| Clawback | Not disclosed. |
| Tax Gross-Ups | Not disclosed. |
| Perquisites | 2023 life insurance premiums of $291 . |
Investment Implications
- Pay-for-performance alignment: 2024 compensation mix skewed to cash (LTIP paid in cash; STIP paid in cash), reducing direct equity alignment despite concurrent LP Unit grants; his 2024 LTIP cash of $642,253 and STIP of $266,220 indicate strong variable pay but with limited equity retention compared to cash .
- Retention risk and vesting overhang: Unvested equity is modest (2,351 units vesting on October 1, 2026; ~$100,059 value at FY-end 2024), suggesting limited near-term selling pressure but also relatively low “skin-in-the-game” versus senior insiders at SPLP .
- Ownership alignment: Beneficial holdings of 13,026 LP Units (<1% of outstanding) imply low direct ownership influence, though governance protections around transfers/pledges exist at the partnership level; no specific pledging by Mr. Martin is disclosed .
- Change-in-control economics: Equity awards accelerate on double-trigger post-CIC, providing downside protection but potentially increasing turnover incentive in a transaction scenario if substantial unvested awards existed; Mr. Martin’s current unvested balance is modest .
- Performance backdrop: Company-level net income rose to $271.2 million in 2024 with cumulative TSR value of $101.33, improving from 2023, which supports the presence of variable compensation payouts; however, individual performance metrics and weightings for Mr. Martin’s plans are not disclosed, limiting granular pay-for-performance assessment .