Frank Martire Jr
About Frank R. Martire, Jr.
Independent director at System1, Inc. (SST) since January 2022; age 77. Executive Chairman of Bridgeport Partners; previously Executive Chairman of NCR Corporation (now NCR Voyix and NCR Atleos), and former Chairman/CEO/Executive Chairman of FIS after leading Metavante prior to its sale to FIS. Holds an M.S. in Finance (University of New Haven) and a B.A. in Economics (Sacred Heart University). Classified as an independent director by System1’s Board.
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| FIS | Chairman (2017–2018), Executive Chairman (2015–2016), Chairman & CEO (2012–2016) | 2012–2018 | Led integration and strategy post-Metavante acquisition |
| Metavante | Chairman & CEO | 2003–2009 (sold to FIS in Oct 2009) | Drove growth until acquisition by FIS |
| Call Solutions, Inc. | President & COO | 2001–2003 | Operations leadership |
| Fiserv | President & COO, Financial Institution Systems and Services Group | 1991–2001 | Business line leadership |
| NCR Corporation | Executive Chairman | Since May 2018 (NCR later separated into NCR Voyix and NCR Atleos) | Oversight during corporate separation |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Bridgeport Partners | Executive Chairman | Current | Also affiliated with BGPT sponsor entity |
| Cannae Holdings, Inc. | Director | Since Nov 2017 | Cannae is a major SST shareholder (35.9%) |
| Foley Trasimene | Director | Since May 2020 | Related to SPAC ecosystem |
Board Governance
- Structure and independence: Independent; Board has majority independent directors; no Lead Independent Director; independent directors meet in executive session without management and without a designated presiding director.
- Attendance: Each director attended ≥75% of Board and committee meetings in 2024.
- Committee assignments (2024/2025): Audit Committee Chair; Audit composed entirely of independents; Martire designated “audit committee financial expert.” Audit met 10 times in 2024.
- Board activity: Board met 6 times in 2024 (plus 2 written consents). Comp Committee met 4 times; Nominating & Gov met 5 times.
| Committee | Role | Independence | 2024 Meetings |
|---|---|---|---|
| Audit | Chair | Independent; Financial Expert | 10 |
Fixed Compensation (Director)
| Component (2024) | Amount | Form | Notes |
|---|---|---|---|
| Annual director equity retainer | $180,000 | RSUs | Standard program for non-employee directors |
| Audit Committee Chair award | $50,000 | RSUs | Chair premium under program |
| Special Committee fee (paid Jan 2024 for 2023 service) | $94,000 | Cash | For sale of “Protected” (role-based and meeting-based) |
| Total reported 2024 director stock awards (proxy table) | $230,000 | RSUs | Matches $180k + $50k structure |
Vesting mechanics (for director RSUs): 25% vests each of the first three quarterly anniversaries, and remaining 25% on the earlier of the one-year anniversary or next annual meeting, subject to continued service.
Performance Compensation
- No performance-based elements are disclosed for director pay; non-employee directors receive time-based RSUs plus committee role RSUs.
| Equity Vesting Detail | Terms |
|---|---|
| Annual RSU vesting schedule | 25% quarterly for three quarters; remaining 25% by 1-year/next AGM (service-based) |
| Committee RSU awards | Audit Chair $50k in RSUs; no performance conditions |
Other Directorships & Interlocks
| Company | Role | Interlock/Ownership Link |
|---|---|---|
| Cannae Holdings (CNNE) | Director | Cannae beneficially owns 35.9% of SST Class A; Martire was nominated to SST’s Board as a Cannae designee under the Shareholders Agreement |
| Bridgeport/“BGPT Sponsor” | Managing member (through GP) | BGPT Sponsor holds 4,450,879 SST Class A shares included in Martire’s beneficial ownership |
Potential implications: His Cannae designation and Bridgeport/BGPT Sponsor holdings create interlocks with a significant shareholder; the Board nevertheless classifies him as independent under NYSE rules. Related-party transactions are subject to Audit Committee review per policy.
Expertise & Qualifications
- Financial and transaction leadership (CEO/Chair roles at Metavante/FIS; Executive Chairman NCR).
- Audit oversight expertise (designated audit committee financial expert).
- Advanced finance education (M.S. Finance, University of New Haven; B.A. Economics, Sacred Heart).
Equity Ownership
| Holding Detail (as of Apr 15, 2025) | Amount | Notes |
|---|---|---|
| Direct Class A shares (Martire) | 227,418 | Directly held |
| Unvested RSUs (within 60 days) | 38,334 | Included in beneficial ownership |
| BGPT Sponsor (beneficially attributable) | 4,450,879 | Through Bridgeport entities; Martire and Frank Martire III managing members of GP; both disclaim beneficial ownership except to pecuniary interest |
| Total beneficial Class A shares | 4,716,631 | 6.3% of Class A; 5.0% voting power noted |
| Unvested director RSUs at 12/31/2024 | 76,667 | Director comp roll-forward |
Note: Beneficial ownership table percentages based on 75,178,434 Class A and 18,703,676 Class C outstanding at record date; definitions include securities vesting/exercisable within 60 days.
Related-Party Exposure (Conflicts)
- Cannae Holdings: Large SST holder (35.9% Class A); Martire sits on Cannae’s Board and was nominated to SST’s Board as one of Cannae’s designees under the 2022 Shareholders Agreement. Oversight mitigation via independence determinations and the Related-Party Transaction Policy overseen by the Audit Committee.
- Bridgeport/BGPT Sponsor: BGPT Sponsor holds 4,450,879 SST Class A shares; Martire and Frank Martire III are managing members of Bridgeport Partners GP LLC, the GP of BGPT Sponsor.
- Policy framework: Related-party transactions reviewed/approved by the Audit Committee per policy; conflicted directors recused.
Governance Assessment
Strengths
- Deep operating and fintech governance experience; designated Audit Committee financial expert; chairs the Audit Committee.
- Board confirms independence; robust meeting participation; Audit met 10x in 2024; all directors ≥75% attendance.
Risks / Red Flags to Monitor
- Shareholder interlocks: Cannae (35.9% owner) designation and Bridgeport/BGPT Sponsor holdings may concentrate influence; important to monitor related-party transactions and committee independence rigor.
- Control environment: Company disclosed historical material weaknesses in internal control over financial reporting; as Audit Chair, Martire’s oversight is central to remediation and auditor transition (PwC to Deloitte).
Signal on Alignment
- Director pay is equity-heavy (RSUs) with role-based adjustments (Audit Chair), aligning compensation with shareholder outcomes; 2024 total director stock awards for Martire were $230,000; additional cash paid in 2024 for prior Special Committee service.
Notes
- No director-specific pledging/hedging disclosures were identified in the proxy; general code of ethics and insider trading policy are in place.
- Say-on-pay results not disclosed in the cited proxy sections; director election results in 2024 indicate strong support (e.g., Martire “For” votes ~73.95M).