David J. Matlin
About David J. Matlin
David J. Matlin, age 64, has served as an independent director of TriSalus Life Sciences, Inc. (TLSI) since August 2023 and currently chairs the Audit Committee and sits on the Nominating & Corporate Governance and Finance Strategy Committees. He co-founded and led MatlinPatterson Global Advisers (distressed securities) and previously held senior roles at Credit Suisse and Merrion Group; he holds a JD from UCLA Law and a BS in Economics from Wharton. The Board has designated Matlin as an “Audit Committee financial expert” and determined he meets Nasdaq independence standards. His background includes Chapter 11 filings tied to funds in MatlinPatterson’s wind-down to protect investors from foreign litigation, a relevant risk consideration for governance.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MatlinPatterson Global Advisers LLC | Co-founder & CEO | 2002–2021; wind-down began 2017 | Managed distressed strategies; wind-down led to Chapter 11 filings for two funds and the manager in 2021 to address foreign litigation |
| Credit Suisse | Managing Director; Head, Global Distressed Securities Group | 1994–2002 | Built and led global distressed platform |
| Merrion Group, L.P. | Managing Director & Founding Partner | 1988–1994 | Investment advisory; foundational buy-side experience |
| Halcyon Investments | Securities Analyst | 1986–1988 | Early-career analytical training |
| MTAC (SPAC) | Chief Financial Officer; Director | Since Sept 2020 (prior to TLSI) | Financial leadership in SPAC context |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Clene, Inc. (Nasdaq: CLNN) | Director; Chairman of the Board | Director since Dec 2020; Chair since May 2021 | Public |
| US Well Services Inc. (Nasdaq: USWS; formerly Matlin & Partners Acquisition Corp.) | Director; prior CEO & Chairman pre-business combination | Through Nov 2022 sale | Public (historical) |
| Huntsman Corporation (NYSE: HUN) | Director | 2005–2007 | Public (historical) |
| Flagstar Bancorp, Inc. (NYSE: FBC) & Flagstar Bank FSB | Director | 2009–May 2021 | Public (historical) |
| CalAtlantic Group, Inc. (NYSE: CAA) | Director | 2009–2018 | Public (historical) |
| Global Aviation Holdings, Inc. | Director | 2006–2012 | Public (historical) |
| Orthosensor, Inc. | Director | Until sale to Stryker in Dec 2020 | Private (exited) |
| Dermasensor, Inc.; Pristine Surgical LLC | Director | Ongoing | Private |
| Traffk, LLC | Director | Since 2020 | Private |
| Empyrean Neuroscience | Director | Since 2021 | Private; note: TLSI director J.J. Desai also serves on Empyrean’s board (interlock) |
Board Governance
- Current TLSI committee assignments: Audit Committee (Chair); Nominating & Corporate Governance Committee (member); Finance Strategy Committee (member). Post-Annual Meeting compositions retain Matlin as Audit Chair and member of Nominating and Finance Strategy.
- Independence: Board affirmed Matlin’s independence under Nasdaq standards; also independent for audit committee service.
- Financial expert: Board determined Matlin qualifies as an Audit Committee financial expert and meets Nasdaq financial sophistication requirements.
- Attendance and engagement: In 2024, the Board met 7 times; Audit 5; Compensation 5; Nominating 4; Science & Technology 5; no director attended fewer than 75% of applicable meetings. Executive sessions of independent directors are regularly scheduled, typically at each regular Board meeting.
- Board leadership: Independent, non-executive Chair (Mats Wahlström); roles separated from CEO.
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $77,500 | Matches Board member ($50,000), Audit Chair ($20,000), Nominating member ($7,500) policy rates |
| Option awards (grant-date fair value, 2024) | $86,250 | Annual option grants per policy (15,000 shares at annual meeting); initial grant levels also defined for new directors |
| Total (2024) | $163,750 | Cash + equity value under ASC 718 |
Policy reference (cash retainers, 2024): Board member $50,000; Audit Chair +$20,000; Nominating Chair +$15,000; Committee members $7,500; Chair of Board +$30,000; Science & Tech Chair $25,000; Compensation Chair $15,000; Finance Strategy (added Feb 2025): Chair $20,000; Member $7,500.
Performance Compensation (Director)
- TLSI’s Non-Employee Director Compensation Policy does not tie director pay to performance metrics (e.g., revenue, EBITDA, TSR); equity is time-based option grants, with a 2025 election to receive RSUs in lieu of cash retainers. No performance-vesting for director equity is disclosed.
| Metric | Design | Applicable to Directors |
|---|---|---|
| Revenue growth | Not used | N/A |
| EBITDA/TSR percentile | Not used | N/A |
| ESG goals | Not used | N/A |
| Equity vesting basis | Time-based; annual/initial options; 2025 RSU election for retainers | Yes (time-based only) |
Other Directorships & Interlocks
| Entity | Relationship to TLSI | Potential Interlock/Exposure |
|---|---|---|
| Empyrean Neuroscience | Matlin Director; TLSI director J.J. Desai also Director | Board interlock; potential information flow—not a disclosed related-party transaction |
| Clene, Inc. (CLNN) | External public biopharma chair role | No TLSI transaction disclosed; governance experience spillover |
| US Well Services; Flagstar; CalAtlantic; Huntsman | Historical public board roles | No current TLSI transaction disclosed |
No related-party transactions involving Matlin were disclosed; Audit Committee oversees related-party reviews per policy.
Expertise & Qualifications
- Education: JD, UCLA School of Law; BS in Economics, Wharton School.
- Technical expertise: Distressed and credit investing; audit, accounting, controls oversight as financial expert; public company governance and capital markets.
- Board qualifications: Audit Committee financial expert; independence affirmed.
Equity Ownership
| Holder | Shares/Units | Detail | Ownership % |
|---|---|---|---|
| David J. Matlin | 2,401,059 | 931,904 common; 1,240,518 private warrants; 11,667 options exercisable within 60 days; 216,914 Series A preferred convertible; 2,510 RSU-settled shares | 7.1% of common outstanding (32,272,462) |
| Hedging/Pledging | Prohibited | Company Insider Trading Policy bans hedging and pledging for directors/officers/employees. | — |
Ownership methodology follows SEC rules including securities acquirable within 60 days (options/warrants) counted for beneficial ownership of the holder.
Insider Trades & Section 16 Compliance
| Item | Note |
|---|---|
| Late Section 16 filings (2024) | Matlin filed a Form 4 on Aug 21, 2024, eight days after automatic director grant at annual meeting; company strengthened controls to improve timeliness. |
Governance Assessment
- Strengths: Independent Audit Chair designated financial expert; strong attendance and committee engagement; clear anti-hedging/anti-pledging policy; significant personal ownership (7.1%), aligning incentives with shareholders.
- Considerations: Large beneficial stake and private warrants can raise perceived influence; however, Board affirmed independence and Audit Committee oversees related-party risks. Interlock with another TLSI director at Empyrean Neuroscience warrants monitoring for potential conflicts, though no related-party dealings disclosed. Prior Chapter 11 involvement tied to MatlinPatterson’s fund wind-down is a risk history data point but not directly related to TLSI operations.
- Compensation mix: Director cash retainers are modest and role-based; equity is time-vested options (with 2025 RSU-in-lieu election), supporting alignment without performance gaming; no director performance metrics disclosed, reducing pay-for-performance signaling but common for small-cap biopharma boards.
Appendix: Committee Responsibilities Snapshot (Audit; Nominating; Finance Strategy)
- Audit: Oversees auditors’ independence/performance, financial reporting, controls, cybersecurity risk, tax/liquidity; reviews related-party transactions; prepares audit report; meets privately with auditors; Matlin is Chair.
- Nominating & Governance: Board composition, evaluations, stockholder communications, leadership structure, succession planning, ESG oversight; Matlin member.
- Finance Strategy: Capital structure/allocation, cash flow, financing, external M&A/licensing/divestitures; approves banking advisors; Matlin member.