Martin Schmidt
About Martin Schmidt
Martin Schmidt is an independent director of WinVest Acquisition Corp. (WINV), serving since September 14, 2021. He is President of Rensselaer Polytechnic Institute (RPI) since July 2022; previously Provost of MIT (2014–2022), and MIT faculty from 1988 to 2022. He holds a BS from RPI and SM/PhD from MIT, is inventor on 30+ U.S. patents, and co-author of 80+ journal publications and 120+ peer-reviewed conference proceedings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Massachusetts Institute of Technology | Provost | Feb 2014 – Jul 2022 | Senior academic/operational leadership |
| Massachusetts Institute of Technology | Ray and Maria Stata Professor (EECS) | 2016 – 2022 | Research in micro/nanofabrication and MEMS; tech commercialization |
| Massachusetts Institute of Technology | Faculty | 1988 – 2022 | 30+ patents; 80+ journal publications; 120+ conference papers |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rensselaer Polytechnic Institute | President | Jul 2022 – present | University leadership |
Board Governance
- Board tenure: Director since September 14, 2021 .
- Independence: Board determined Schmidt is an independent director under Nasdaq rules .
- Committees:
- Audit Committee member; chair is Edward J. McGowan .
- Not a member of Compensation Committee; committee consists of McGowan (member) and Lawrence S. Kramer (chair) .
- Attendance rate and executive session frequency: Not disclosed in WINV filings.
- Lead Independent Director: Not disclosed.
Fixed Compensation
| Component | Amount/Terms | Period | Source |
|---|---|---|---|
| Annual cash retainer (Director) | None; no cash compensation paid to directors | Ongoing (SPAC period) | |
| Committee membership fees | None | Ongoing (SPAC period) | |
| Meeting fees | None | Ongoing (SPAC period) | |
| Administrative Services Agreement (Sponsor) | $10,000 per month for office space/utilities to Sponsor (not director compensation) | From Sep 14, 2021 until business combination or liquidation |
Performance Compensation
| Metric | Target/Design | Actual/Payout | Notes |
|---|---|---|---|
| Equity awards (RSUs/PSUs) | None disclosed | None | WINV states no compensation of any kind to directors during SPAC phase |
| Options/Performance plans | None disclosed | None | No director compensation prior to business combination |
Other Directorships & Interlocks
- Current public company boards: Not disclosed for Schmidt in WINV filings.
- Private/academic boards: RPI President role is disclosed; no interlocks with WINV counterparties identified in filings .
- Committee roles at other entities: Not disclosed.
Expertise & Qualifications
- Technical expertise: Micro/nanofabrication, MEMS, sensor/actuator design .
- Innovation track record: 30+ U.S. patents; 80+ journal publications; 120+ conference proceedings; co-founder/technology contributor to six startups .
- Education: BS (RPI), SM/PhD (MIT) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As Of |
|---|---|---|---|
| Martin Schmidt | 28,000 | <1% | May 9, 2024 |
| WINV Sponsor (for context) | 2,537,424 | 63.1% | May 9, 2024 |
- Vested vs unvested, options, pledging: Not disclosed for Schmidt.
- Ownership guidelines/compliance: Not disclosed.
Governance Assessment
-
Strengths:
- Independent director with audit committee service; audit committee chaired by an “financial expert” (McGowan), supporting oversight of financial reporting and related-party review .
- No director cash or equity compensation during SPAC phase, reducing pay-related conflicts; only reimbursement of out-of-pocket expenses allowed .
- Deep technical and commercialization experience aligns with diligence on technology-led targets .
-
Risks and red flags:
- Initial Stockholders’ control: Initial Stockholders collectively hold ~91.7% of outstanding shares as of May 30, 2025, meaning public stockholder votes are not required for extension proposals; potential misalignment for public investors .
- Sponsor-related financing: Multiple unsecured promissory notes and monthly extension payments funded by Sponsor or designee create dependence and potential related-party exposure (monthly extension payments and notes) .
- Enumerated conflicts: Filings detail Initial Stockholders’ significant upside via founder shares/private warrants and loans; directors/officers may serve post-combination and receive compensation, indicating potential conflicts around deal closure .
- Market/trading risk: WINV was delisted from Nasdaq and now trades OTC (WINV, WINVR, WINVU, WINVW), with limited liquidity and potential price volatility, impacting investor confidence .
- Attendance/engagement disclosure: Board meeting attendance for directors not disclosed, limiting assessment of engagement.
-
Overall implication: Schmidt’s independence and audit committee role are positives, but SPAC structural risks—Initial Stockholders’ dominance, Sponsor financing reliance, and delisting—represent governance risk factors affecting investor confidence in the board’s ability to safeguard public shareholders through the business combination process .