Max Holtzman
About Max Holtzman
Max Holtzman, age 55, has served as an independent director of Agrify (now operating as Oration) since July 14, 2022. He is Principal at Ocean 14 Capital (Blue Economy-focused private equity) since December 2021 and Investments Principal at Pontos Aqua, LLC since June 2017. Holtzman’s background includes serving as Senior Advisor to the U.S. Secretary of Agriculture (2009–2014), with additional acting deputy under secretary roles, and extensive work in international trade and public-private partnerships; he holds a B.S. in Agricultural Economics (University of Florida) and a J.D. (University of Miami) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Agriculture | Senior Advisor to the Secretary; Acting Deputy Under Secretary roles (FFAS; Marketing and Regulatory Programs) | 2009–2014 | Represented U.S. in China JCCT; chaired North American Biotechnology Initiative; trade missions and negotiations . |
| Capitol Peak Asset Management | Vice Chairman | Prior to USDA appointment (pre-2009); post roles noted as “previously” | Infrastructure projects/companies in rural America . |
| Ocean 14 Capital | Principal (previously “Operations Director”) | Since Dec 2021 | Blue Economy PE; operating/strategic expertise . |
| Pontos Aqua, LLC | Investments Principal | Since Jun 2017 | Strategic advisory in global seafood/aquaculture . |
| Legal/Strategic Consulting | Attorney, >25 years; City Attorney/Special Counsel | Pre- and post-government service | Strategic consulting to multinationals; public-private partnerships . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stronger America Through Seafood | Founding Officer | Noted in biography | Advocacy for sustainable, affordable U.S. seafood . |
| Arcadia Center for Sustainable Food & Agriculture | Board Member | Since Sep 2016 | Non-profit governance experience . |
| Adopt-A-Classroom | Founding Chairman | Noted in biography | Education non-profit leadership . |
| Secure System | Global Advisory Council | Since Jan 2018 | Advisory role . |
Board Governance
- Independence: The Board determined Holtzman is independent under Nasdaq rules .
- Current committees and roles (as of 2025 DEF 14A):
- Nominating & Corporate Governance Committee: Chair .
- Compensation Committee: Member .
- Audit Committee: Member (joined July 9, 2024) .
- 2024 committee context: The company listed four committees in 2024 (Audit, Compensation, Nominating & Corporate Governance, and Mergers & Acquisitions). Holtzman was a member of all four and chaired NCG; Varier chaired Audit and M&A; Mahoney chaired Compensation .
- Attendance: In 2024 the Board held 20 meetings (10 written consents); Audit 5 meetings (4 written consents); Compensation 2 meetings (3 written consents); NCG 0 meetings (1 written consent). No director other than Ms. Chan (23%) and Mr. Drexler (71%) fell below 75% attendance, implying Holtzman met the 75% threshold .
- Board leadership: Chair and CEO roles are combined; Board asserts majority independence and rationale for combined structure .
Fixed Compensation
- Director cash retainer policy (2025 proxy):
- Non-employee directors: $24,000 annual cash retainer; Committee chair retainers: $5,000 (Audit/Comp/NCG); Committee member retainers: $1,000; no non-equity incentive compensation; no pension .
- Year-by-year director compensation for Holtzman:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 18,000 | 8,000 | 53,917 |
| Stock Awards ($) | 422 | 65,000 | 127,561 |
| Options ($) | — | — | — |
| Total ($) | 18,422 | 75,000 | 181,519 |
| Notes | As of 12/31/22: 267 unvested RSUs; no options; directors received equity per ASC 718 . | Directors could elect RSUs in lieu of a portion of cash; as of 12/31/23: 89 unvested RSUs; no options . | Directors could elect RSUs in lieu of a portion of cash; as of 12/31/24: 8,569 unvested RSUs; no options . |
Performance Compensation
- The company does not provide non-equity incentive (performance) compensation to directors; director equity awards are RSUs determined by the Board/Compensation Committee (generally time-based vesting, not performance-conditioned) .
- Clawback and award governance: Equity awards are subject to clawback/forfeiture under the 2022 Omnibus Plan and Company policy (minimum one-year vesting framework with limited exceptions; no repricing without shareholder approval) .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Holtzman in the 2025 proxy biography .
- Compensation Committee interlocks and insider participation: In 2024, the Compensation Committee (Mahoney, Holtzman) had no members who were current or former officers; no interlocks disclosed .
Expertise & Qualifications
- Finance, government relations, international trade, aquaculture/Blue Economy, and public-private partnerships; >25 years as an attorney with infrastructure and procurement focus .
- Education: B.S. Agricultural Economics (UF/IFAS); J.D. University of Miami .
- Board’s stated rationale: qualified by extensive experience in finance, government relations, and international trade .
Equity Ownership
- Beneficial ownership (as of April 14, 2025): 12,089 shares/units, less than 1% of outstanding (1,952,014 shares outstanding) .
- Composition detail (as of April 14, 2025):
- 8,568 RSUs that may vest within 60 days .
- 3,527 RSUs vested but not settled .
- No stock options disclosed .
- Year-end 2024 unvested RSUs: 8,569 (for Holtzman) .
- Anti-hedging/derivatives: Policy prohibits short sales, options/derivatives on company securities, and margining/similar transactions designed to offset declines; transactions require pre-approval under the Insider Trading Policy .
| Ownership Detail | Amount |
|---|---|
| Beneficial ownership (units/shares) | 12,089 (all RSUs/units as described) . |
| Percent of outstanding | <1% of 1,952,014 shares . |
| RSUs vesting within 60 days | 8,568 . |
| RSUs vested but not settled | 3,527 . |
| Options (exercisable/unexercisable) | None disclosed . |
| Shares pledged | Not disclosed in proxy; anti-hedging/margining restrictions in place . |
Related-Party Exposure (context for oversight)
- Significant related-party transactions with entities tied to former executives and current strategic partner/investor Green Thumb Industries occurred in 2024–2025 (e.g., CP Acquisitions notes tied to former CEO; RSLGH, LLC secured convertible note from a Green Thumb subsidiary; Shared Services Agreement with Green Thumb; private placement participation by Chairman/Interim CEO Benjamin Kovler). The Audit Committee oversees related-party transactions, and Holtzman is a member of Audit .
Governance Assessment
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Strengths
- Independence and engagement: Holtzman is Nasdaq-independent and met the 75% attendance threshold; he holds key oversight roles (NCG Chair; Audit and Compensation member) .
- Skills fit: Policy/government, capital allocation, and international trade experience align with ongoing restructuring, financing, and strategic transitions .
- Equity alignment: Material portion of director pay in RSUs; increased equity grants through 2023–2024; beneficial ownership entirely in RSUs/units (no options) .
- Clawback and plan protections: Awards subject to clawback; minimum vesting; no repricing without shareholder approval .
-
Watch items / potential red flags (board-level context, not specific misconduct)
- Related-party concentration: Multiple transactions with Green Thumb and its affiliates while Green Thumb leadership holds board roles (Chair/Interim CEO Kovler; director Vakili). Holtzman’s Audit Committee membership places responsibility on him for rigorous RPT oversight .
- Combined Chair/CEO: Board currently combines roles; while a majority of directors are independent, this heightens the importance of active independent committee leadership (e.g., NCG and Audit), which includes Holtzman .
- Rapid board refresh and turnover in 2024–2025 increases reliance on committee chairs for continuity and process discipline; NCG (chaired by Holtzman) manages board composition and nomination standards .
Overall takeaway: Holtzman appears to be an engaged, independent director with relevant public-policy and capital markets-adjacent expertise, now central to NCG/Audit/Comp oversight. Given extensive related-party arrangements in the issuer’s restructuring, his Audit and NCG leadership roles are significant signals for investors monitoring governance quality and conflict management .