Mark Madden

About Mark H. Madden

Mark H. Madden (age 67) is Chief Strategy Officer and a director of WinVest Acquisition Corp. (WINV). He has served as CSO since May 2021 and as a director since September 14, 2021, bringing decades of global investment management and corporate finance experience (Pioneer, OppenheimerFunds, TCW). He holds a BS from Trinity College and an MBA from the University of Virginia Darden School of Business . WINV’s board is classified; Madden is a Class I director whose term expires at the first annual meeting (which the company has not yet held) .

Past Roles

External Roles

Board Governance

• Independence: Madden is not independent; WINV has determined only Kramer, McGowan, Pentland, and Schmidt are independent directors under Nasdaq/SEC rules .
• Committee assignments: Madden is not listed on the Audit Committee (McGowan—chair, Schmidt, Kramer) or Compensation Committee (Kramer—chair, McGowan) . WINV has no standing nominating committee; independent directors handle nominations .
• Board structure: 7‑member, staggered (Class I: Madden, McGowan, Pentland). The company may not hold an annual meeting until after a business combination .
• Context: WINV was delisted from Nasdaq in March 2025 and trades on OTC (WINV/rights/units/warrants), heightening governance and liquidity risk .

Fixed Compensation

Performance Compensation

• None disclosed. WINV has not granted RSUs/PSUs/options to directors; any post‑combination compensation would be set by a committee of independent directors and disclosed at the time of de‑SPAC .

Other Directorships & Interlocks

• Current external board: Clozex Medical, Inc. (private) .
• No disclosed public company interlocks or related‑party transactions involving Madden beyond standard SPAC structures (see related-party/SPAC incentives below).

Expertise & Qualifications

• Capital markets and global investing leadership; built and managed multi‑billion portfolios; corporate finance and investment banking experience; strategic roles across 35+ countries .

Equity Ownership

Notes:

• Prior to the IPO, the Sponsor transferred an aggregate 277,576 founder shares to directors for no cash consideration; such founder shares (including Madden’s) will be worthless if no business combination is completed, creating an incentive misalignment versus public investors .

Governance Assessment

• Strengths:

  • Deep capital markets and investment oversight experience; credible financial stewardship on a SPAC board .
  • Not on Audit or Compensation—reduces concentration of power among executives; independent directors chair both committees .

• Concerns/RED FLAGS:

  • Independence: As CSO and director, Madden is not independent; WINV’s board relies on a subset of independents for committee work .
  • Founder-share incentive: Madden beneficially owns 28,000 founder shares; founder shares were acquired at nominal cost and become worthless if no deal is closed, potentially biasing decision‑making toward completing a transaction regardless of quality .
  • SPAC/Listing risk: WINV failed to meet Nasdaq deadlines and was delisted to OTC in March 2025, which can impair governance oversight, shareholder engagement, liquidity, and investor protections .
  • Annual meeting/tenure clarity: Classified board with no annual meeting likely before a business combination; limits routine shareholder accountability .
  • Sponsor influence/financing: Significant Sponsor ownership and extension loans; insiders collectively own ~91.7% of shares as of the 2025 proxy context, magnifying insider control and potential conflicts .

Overall, Madden brings substantive financial expertise but is an executive (non‑independent) director with founder‑share incentives in a SPAC confronting delisting and multiple deadline extensions—factors that warrant heightened scrutiny of deal quality, related‑party risks, and board independence.

Equity Ownership & Alignment Details

Employment & Contracts

• Start dates: CSO since May 2021; director since Sept 14, 2021 .
• Agreements: WINV discloses no executive employment contracts or severance/termination benefits; any future compensation post‑combination to be set by independent compensation committee .

Related‑Party/Conflict Highlights

• Founder shares & incentives: Sponsor/director founder shares acquired at nominal cost; risk factor explicitly notes insiders could profit even if the acquired company later underperforms .
• Sponsor support & control: Sponsor receives monthly office/admin fee; has extended multiple promissory notes to fund deadline extensions; insiders collectively hold a controlling voting position, enabling approvals without public support .

Director Compensation (Structure)

No meeting fee or committee‑chair premiums disclosed; independent directors chair audit/compensation; Madden is not on those committees .

Notes on Attendance & Engagement

• WINV has not held an annual meeting and may not do so until after a business combination; the company did not disclose per‑director board/committee attendance metrics in the 10‑K .

Risk Indicators & Red Flags (Director‑relevant)

• Non‑independence (executive director) .
• Founder‑share incentive misalignment .
• Delisting to OTC and ongoing extension/delays to complete a deal .
• Concentrated insider control—approval of key proposals without public votes .

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