Tanmay Kumar
About Tanmay Kumar
Tanmay Kumar (age 36) has served as an independent director of System1, Inc. (SST) since August 2023. He is a Partner at Bridgeport Partners with 12+ years of investment and financial experience, previously at Motive Partners, Wafra, Inc., and Phillips Academy Andover’s Investment Office. He holds a BA in economics from New York University and is a CFA charterholder . The Board has determined Mr. Kumar is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bridgeport Partners | Partner | Current (as of Apr 22, 2025) | Financial/investing leadership |
| Motive Partners | Principal (investment team) | Prior to Bridgeport | Financial/investing roles |
| Wafra, Inc. | Investment professional (Alternative Investments) | Prior to Motive Partners | Alternatives investing |
| Phillips Academy Andover Investment Office | Investment professional | Prior to Wafra | Institutional investing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jiko Group, Inc. | Advisor | Current | Technology company owning OCC-chartered national bank and registered broker-dealer |
Board Governance
- Independence: Independent director per NYSE standards .
- Board/class: Class III nominee; Board has 9 directors with staggered 3-year terms .
- Committee memberships: Not a listed member of Audit, Compensation, or Nominating & Corporate Governance committees; he has attended Audit Committee meetings and served as an advisor since his Board tenure began in 2023 .
- Committee chairs: Audit – Frank R. Martire, Jr.; Compensation – Moujan Kazerani; Nominating & Corporate Governance – Caroline Horn .
- Attendance: In 2024, the Board met 6 times (plus 2 actions by unanimous written consent); each director attended at least 75% of Board and applicable committee meetings. Audit held 10, Compensation 4, Nominating 5 meetings .
- Board leadership: CEO serves as Chairman; no Lead Independent Director; independent directors hold executive sessions without a presiding director .
Fixed Compensation
| Component | 2024 Amount | Structure/Details |
|---|---|---|
| Annual RSU award (Director) | $180,000 | Granted under Non‑Employee Director Compensation Program; vests 25% quarterly over one year; grant value determined by closing price on grant date . |
| Committee RSU awards | $0 | Committee awards only for members/chairs; Kumar not listed as a committee member in 2024 . |
| Special Committee cash (sale of Protected) | $74,000 | Paid Jan 2024 for service on Special Committee (Jul–Nov 2023) evaluating divestiture; amount based on role/meetings attended . |
| Meeting fees/reimbursements | Reimbursement only | Reimbursed reasonable expenses; no standard meeting fees disclosed . |
Performance Compensation
| Metric Type | Applies to Director Compensation? | Notes |
|---|---|---|
| Performance-based equity or cash | No | Director compensation disclosed as time-based RSUs; no director performance metrics tied to pay . |
Executive SARs in 2024 vest on Adjusted EBITDA targets, but no director performance awards are disclosed .
Other Directorships & Interlocks
| Entity | Role/Link | Potential Interlock/Notes |
|---|---|---|
| Bridgeport Partners | Partner | BGPT Sponsor (affiliated with Bridgeport Partners GP LLC and Bridgeport Partners LP) beneficially owns 4,450,879 Class A shares; Frank R. Martire Jr (SST director) is a managing member of Bridgeport Partners GP LLC, indicating network ties between Bridgeport and a major SST holder . |
| Cannae Holdings, Inc. | Major SST shareholder | Not a disclosed role for Kumar; Cannae holds 27,012,794 Class A shares . |
- Independence affirmed despite Bridgeport network ties; Board explicitly determined Kumar is independent .
Expertise & Qualifications
- Finance/investing expertise (alternatives, private capital); CFA charterholder .
- Advisory experience with regulated fintech (bank/broker-dealer via Jiko) .
- Strategic and risk oversight via attendance/advisory to Audit Committee .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned | 201,967 | Includes 171,967 directly held and 30,000 Class A issuable within 60 days from RSUs . |
| Ownership % of Class A | <1% | As disclosed in beneficial ownership table . |
| Unvested RSUs (as of 12/31/2024) | 60,000 | Aggregate unvested RSUs as of fiscal year-end . |
| Pledged shares | None disclosed | No pledging noted in proxy . |
Governance Assessment
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Strengths:
- Independent status confirmed; active Audit Committee engagement as advisor suggests focus on financial reporting and risk .
- Equity-heavy director pay aligns incentives with shareholders; standard program structure with clear vesting .
- Attendance threshold met; Board and committees maintained regular cadence in 2024 .
-
Watch items / RED FLAGS:
- Related-party ecosystem: System1 engaged in financing transactions with entities affiliated to significant shareholders (OpenMail2 and JDI/Onyx) in Oct 2023; while approved by independent directors, this underscores the importance of continued robust conflict oversight . The company also executed a $2.25M private placement with The Blend Family Foundation in Apr–May 2025 .
- Bridgeport network ties: BGPT Sponsor’s large ownership and Frank R. Martire Jr.’s Bridgeport roles create interlocks within SST’s governance. Kumar’s partnership at Bridgeport merits ongoing monitoring for potential perceived conflicts, though independence is affirmed .
- NYSE compliance pressure: Board pursued reverse split to address minimum price deficiency, which can impact investor confidence; emphasizes need for committee rigor amid capital structure changes .
Overall, Kumar’s financial expertise and audit advisory presence are positives for board effectiveness; vigilance on related-party and interlock oversight remains prudent given SST’s shareholder and financing relationships .