Lawrence Kramer
About Lawrence S. Kramer
Lawrence S. Kramer (age 74) has served as a director and Chairman of the Board of WinVest Acquisition Corp. (WINV) since September 14, 2021. He is an independent director under Nasdaq and SEC rules, with extensive executive leadership and media industry expertise, and prior public-company board experience; he holds a BS from Syracuse University and an MBA from Harvard University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| USA Today | President & Publisher | Apr 2012 – Jul 2015 | Led a major national media brand |
| CBS Corp. | Inaugural President, CBS Digital Media; later consultant | 2005–2008 | Built digital media platform |
| MarketWatch.com | Chairman & CEO; co-founder; took public | 1994–2005 | Founded and scaled; IPO execution |
| Data Broadcast Corp | VP Marketing & News | 1992–1994 | Post-acquisition of DataSport |
| DataSport, Inc. | Founder | 1991 | Built sports/data platform |
| The San Francisco Examiner; The Washington Post | Reporter & Senior Editor | 1974–1990 | Editorial leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Advance Local | Director | Since 2020 | One of the largest US media groups |
| TheStreet, Inc. | Chairman; Acting CEO (2016) | Oct 2015 – Aug 2019 | Board leadership and interim CEO |
| Gannett Corp. | Director | Jul 2015 – Aug 2019 | Public company board experience |
| MDC Partners | Director | Mar 2016 – Jun 2019 | Public company board experience |
| Discovery Communications | Director | Prior service (years not specified) | Public company board experience |
| Syracuse University | Vice Chairman, Board of Trustees | Current | Higher-education governance |
| Harvard Business Publishing | Board Member | Apr 2004 – Sep 2023 | Content/education governance |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee Chair .
- Independence: Board determined Kramer is independent under Nasdaq Rule 5605(a)(2) and SEC rules; independent directors hold regular executive sessions .
- Audit Committee composition: McGowan (Chair), Schmidt, Kramer; all financially literate; McGowan is “audit committee financial expert” .
- Compensation Committee composition: McGowan and Kramer (Chair); charter permits use of independent advisers subject to independence checks .
- Nominating/Governance: No standing nominating committee; independent directors handle nominations per Nasdaq Rule 5605 .
- Board classes: Kramer is in the second class; board is staggered and may not hold annual meeting until after business combination .
Fixed Compensation
| Component | Amount/Status | Notes |
|---|---|---|
| Annual cash retainer | $0 | No director cash compensation prior to an initial business combination |
| Committee membership fees | $0 | No fees prior to business combination |
| Meeting fees | $0 | No fees prior to business combination |
| Expense reimbursement | Allowed (no cap) | Out-of-pocket expenses reimbursed; oversight by board/audit committee (includes persons seeking reimbursement) |
| Admin services fee (related party) | $10,000/month to Sponsor | Office space/administrative support paid to Sponsor (not to Kramer) |
Performance Compensation
| Award Type | Grant/Transfer | Quantity/Terms | Vesting/Lock-up | Performance Metrics |
|---|---|---|---|---|
| Founder shares (director grant) | Transfer from Sponsor for board service | Aggregate 277,576 founder shares transferred to directors for no cash; Kramer currently reports 28,000 shares | ||
| Founder shares lock-up | IPO founder shares | 50% released earlier of 6 months post-business combination or $12.50 share price for 20 of 30 trading days; remaining 50% released 6 months post-business combination | ||
| Stock options/RSUs/PSUs | None disclosed pre-combination | N/A | N/A | No performance metrics tied to director pay disclosed |
No discretionary bonuses, severance, or change-of-control provisions for directors disclosed pre-business combination; any post-combination compensation would be set by an independent compensation committee of the combined company .
Other Directorships & Interlocks
- Current public-company boards: None disclosed for Kramer currently; prior public boards include Discovery Communications, MDC Partners, Gannett, TheStreet .
- Interlocks: No disclosed shared directorships with WINV counterparties; Sponsor may designate two directors in combined company post-business combination (potential influence), not necessarily Kramer-specific .
Expertise & Qualifications
- Credentials: BS (Syracuse University); MBA (Harvard University) .
- Domain expertise: Media executive, digital platform building, public-company governance; financially literate; chairs Compensation Committee; serves on Audit Committee .
Equity Ownership
| Metric | As of Nov 20, 2024 | As of Mar 5, 2025 | As of May 30, 2025 |
|---|---|---|---|
| Shares beneficially owned (Kramer) | 28,000 | 28,000 | 28,000 |
| % of shares outstanding | <1% (outstanding 3,367,333) | <1% (outstanding 3,133,778) | <1% (outstanding 3,133,778) |
| Director group (7 individuals) | 221,576 (6.6%) | 221,576 (7.1%) | 221,576 (7.1%) |
| Sponsor (WinVest SPAC LLC) | 2,537,424 (75.4%) | 2,537,424 (81.0%) | 2,537,424 (81.0%) |
Insider Trading and Section 16
- Section 16 compliance: Company states all Section 16(a) filing requirements for officers and directors were complied with for FY 2024 .
Governance Assessment
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Strengths:
- Independent director; chairs Compensation Committee and serves on Audit Committee, indicating strong governance involvement and financial literacy .
- Extensive prior public-company board and CEO experience; relevant expertise for oversight .
- Independent directors hold regular executive sessions; code of ethics adopted .
-
Alignment and incentives:
- Kramer’s 28,000 founder shares and director equity received at no cash consideration are subject to lock-up and become worthless absent a completed business combination, aligning directors with consummation of a deal .
- However, the company discloses insiders could realize substantial profits from founder shares even if public stock has materially declined, a potential misalignment risk for public investors .
-
Conflicts and related-party exposure:
- Sponsor receives $10,000/month administrative fee; Sponsor advances/promissory notes and extension-payment financing (monthly $30,000 into trust) create recurring related-party arrangements overseen by the board/audit committee .
- Initial stockholders control voting (85–92% ownership across periods), reducing public shareholder influence on governance outcomes; proposals can be approved without public votes, amplifying insider control .
- Audit Committee explicitly reviews related-party transactions, mitigating risk through independent oversight .
-
Process risks:
- No cash compensation pre-combination, but unlimited reimbursement of out-of-pocket expenses with review by board/audit committee that includes persons seeking reimbursement—a governance sensitivity requiring rigorous controls .
- Staggered board and potential absence of annual meeting until business combination means insiders maintain control longer; disclosed as a risk .
-
RED FLAGS:
- High insider/Sponsor ownership and voting control during extension votes and business combination process .
- Sponsor financing of monthly extensions and promissory notes tied to deal timing; potential conflict between transaction completion versus deal quality .
- Disclosure that insiders can profit on founder shares even when public investors face losses .
Overall, Kramer’s independent status and committee leadership are positives for board effectiveness. SPAC-specific structures (founder share economics, Sponsor-related financing, concentrated ownership) create alignment with completing a transaction, but also introduce potential conflicts that require vigilant Audit and Compensation Committee oversight .