Arturo Rodriguez

About Arturo Rodriguez

Arturo Rodriguez, 49, is Aterian’s Chief Executive Officer and a Class III director. He became sole CEO on June 26, 2024 after serving as Co‑CEO (July 2023–June 2024), CFO (March 2021–June 2024), and SVP Finance (since September 2017). He is a CPA (New York) with a BBA in Accounting from Hofstra; prior roles include Chief Accounting Officer/Global Controller and Interim COO at Piksel, and Acting CFO at Atari, Inc. and Deputy CFO at Atari SA, with an earlier start at Arthur Andersen . His 2024 bonus eligibility is explicitly tied to net revenue and adjusted EBITDA metrics, and the company’s pay-versus-performance table shows net losses of $11.9 million in 2024 and $74.6 million in 2023, contextualizing pay outcomes against results .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Bonus mechanics: For 2024, Rodriguez was eligible for an annual cash or stock performance bonus at a 75% of base target, tied to net revenue and adjusted EBITDA . The Compensation Committee approved 2024 bonuses payable in stock, granted June 2025 based on closing price .

Equity Ownership & Alignment

Employment Terms

• Appointment and 2024 compensation amendment:
  • Sole CEO appointment on 6/26/2024; base salary to $360,000 .
  • Granted 176,000 restricted shares (CEO promotion grant) vesting one‑third on June 11, 2025, then 1/12 each quarter thereafter; eligible for 75% target bonus tied to net revenue and adjusted EBITDA .
• Additional 2024 equity grants:
  • 176,000 RS granted on 4/26/2024 with the same vest schedule (1/3 on 6/11/2025; 1/12 quarterly thereafter) .
• Severance and change‑in‑control (Executive Severance Plan adopted 3/21/2025):
  • Qualifying Termination: severance equals annual base salary plus pro‑rated target bonus; 12 months medical/dental benefits continuation .
  • CEO special vesting: for the participant serving as CEO at the Effective Date, outstanding equity awards immediately vest upon a Qualifying Termination (single‑trigger vesting on termination) .
  • Change in Control Qualifying Termination: severance equals base salary plus full annual target bonus plus pro‑rated bonus; 12 months benefits; unvested time‑based equity fully vests (double‑trigger with CIC termination) .
  • Clawback: payments subject to any Company clawback policy; Section 409A compliance affirmed; Section 280G/4999 mitigation with no excise tax gross‑ups .

Equity Awards Detail (as of 12/31/2024)

Note: Market values reflect $2.40 closing price on 12/31/2024 per proxy methodology .

Board Governance

• Director status: Class III director; nominated in 2025 to serve until the 2028 annual meeting .
• Independence: Not independent due to CEO role; Board majority independent (Harlam, Lattmann, Liebel, Kurtz) .
• Leadership: William Kurtz serves as Chairman of the Board .
• Committees and 2025 membership:
  • Audit Committee: Lattmann (Chair), Kurtz, Liebel .
  • Compensation Committee: Harlam (Chair), Lattmann, Kurtz .
• Meetings and attendance: In FY 2024, Board met six times; no director attended fewer than 75% of meetings; independent directors meet in executive session periodically .

Dual-role implications: CEO serving as a director reduces independence in board deliberations; mitigated by an independent Chair and fully independent Audit and Compensation Committees .

Director Compensation

• As an employee-director, Rodriguez receives no separate director compensation; director fees apply to non‑employee directors only .

Additional Governance & Policies

• Hedging and pledging: Hedging prohibited; pledging allowed only with pre‑clearance .
• Related party transactions: None above thresholds since January 1, 2024 .
• Compensation consultant: Pearl Meyer retained by the Compensation Committee since October 2022; independent engagement .
• Say‑on‑pay: Advisory vote on NEO compensation on 2025 ballot; Board recommends “Every 3 Years” for say‑on‑pay frequency .

Performance & Track Record

Key 2024 operational updates: Company improved Q2 2024 net revenue guidance to $23–26 million and Adjusted EBITDA to a loss of ($1.0) million to breakeven; cash expected $17–18 million with ~$10 million borrowing as of 6/30/2024 .

Compensation Structure Analysis

• Mix shift toward equity: Large time‑based RS grants (two 176,000-share awards in 2024 plus prior 2023 grants) emphasize retention and alignment but reduce performance-contingency vs PSUs/options .
• Performance-linked bonus: Explicit linkage to net revenue and adjusted EBITDA, with target at 75% of base for 2024; actual paid in stock, signaling cash preservation and alignment .
• Guaranteed vs at-risk pay: Base rose to $360k upon CEO appointment; majority of 2024 total comp driven by equity grants and performance bonus ($774k stock awards; $264k bonus) .
• Clawback and CIC design: No tax gross‑ups; clawback applicability; CEO’s single‑trigger vesting upon Qualifying Termination raises potential shareholder sensitivity but strengthens retention leverage .

Vesting Schedules and Potential Selling Pressure

• RS vesting “cliffs”:
  • 4/26/2024 grant: 1/3 vests on 6/11/2025; thereafter 1/12 quarterly .
  • 6/26/2024 grant: 1/3 vests on 6/11/2025; thereafter 1/12 quarterly .
• Prior 2023 grants: 1/3 vested on 6/11/2024 and 9/13/2024 respectively; continuing quarterly 1/12 thereafter .
• Implication: Regular quarterly vest tranches create recurring windows where insider selling could occur; hedging disallowed but pledging permitted with pre‑clearance, so watch for Form 4 activity around scheduled vest dates .

Equity Ownership & Alignment Details

| Ownership as % of outstanding | 9.8% (972,780 shares on 9,931,860 shares outstanding as of 6/24/2025) . | | Direct shares | 186,137 . | | Options (exercisable within 60 days) | 10,442 . | | Restricted common (unvested) | 775,011 (with voting rights irrespective of vesting) . | | Warrants (exercisable within 60 days) | 1,190 . |

Employment Contracts, Severance, and Change‑of‑Control Economics

Board Service History, Committee Roles, and Independence

Risk Indicators & Red Flags

• Going concern emphasis paragraph in prior auditor’s opinion (Deloitte), with auditor transition to UHY in June 2024 .
• Hedging prohibited; pledging allowed only with pre‑clearance (monitor pledges) .
• Related party transactions: none disclosed above thresholds since 1/1/2024 .
• Committee independence: Audit and Compensation Committees fully independent; Pearl Meyer engaged independently .

Compensation Peer Group & Consultant

• Pearl Meyer & Partners engaged by the Compensation Committee since October 2022; peer group composition not disclosed in proxy excerpts .

Say‑on‑Pay & Shareholder Feedback

• 2025 proxy seeks advisory approval of NEO compensation and frequency; Board recommends “Every 3 Years” frequency; historical approval percentages not disclosed in available excerpts .

Investment Implications

• Alignment: High beneficial ownership (9.8%) including substantial unvested RS supports alignment, but large time‑based awards shift pay toward tenure/retention versus stricter performance conditions .
• Retention vs shareholder optics: CEO’s single‑trigger immediate vesting upon Qualifying Termination enhances retention leverage but can be viewed as a governance trade-off; offset by no tax gross‑ups and clawback applicability .
• Trading signals: Quarterly RS vest schedules create predictable potential selling windows; monitor Form 4s around vest dates and pledge filings (pre‑clearance required) .
• Execution risk: Pay-versus-performance shows continued net losses; bonus metrics tied to net revenue and adjusted EBITDA are appropriate; watch deliverability against guidance and the auditor change backdrop .