David Pfeffer
About David Pfeffer
David Pfeffer (age 64) is an independent director of Atlantic International Corp. (ATLN) and serves as Audit Committee Chair. He has served on the company’s board since June 25, 2024 following the Lyneer Merger, with prior board service beginning in September 2018 at SeqLL; he was retained as Audit Chair post-merger. He is a CPA, CGMA, and holds FINRA Series 99, with a B.S. in Accounting (cum laude) from the University of Delaware. His career spans CFO and senior financial leadership roles at Oppenheimer Funds, Citigroup Asset Management, and J.P. Morgan, as well as CEO of Brick Citi Capital.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oppenheimer Funds, Inc. | EVP & CFO; Management Director; President, Harbourview Asset Management | 2004–2019 | Led global asset manager finance and strategy; board-level governance; product/platform leadership |
| Citigroup Asset Management | Institutional CFO & Director | 2000–2004 | Institutional finance leadership; governance oversight |
| J.P. Morgan (incl. JPM Brazil) | Various roles; CFO & Director, JPM Brazil | 1984–2000 | International finance; five years in São Paulo; supported global businesses |
| Ernst & Whinney | Public Accountant | 1981–1984 | Audit experience; foundational accounting expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brick Citi Capital, LLC | Chief Executive Officer | 2019–present | Investment services and advisory; founder-led leadership |
| ICI Mutual Insurance Co. | Independent Director; Audit Committee Chair | 2009–2019 | Audit oversight; insurance sector governance |
| SeqLL Inc. | Director; Audit Committee Chair | Since September 2018 (prior to Lyneer Merger) | Audit leadership; carried forward to ATLN post-merger |
Board Governance
- Independence: Pfeffer is independent under NASDAQ rules and Item 7(d)(3)(iv)(B) of Schedule 14A.
- Committee roles: Audit Committee Chair; Audit Committee members are Pfeffer (Chair), Jeff Kurtz, and David Solimine; Pfeffer is designated an “audit committee financial expert.”
- Other committees: Nominating & Corporate Governance (Solimine—Chair, Kurtz), Compensation (Kurtz—Chair, Solimine). Pfeffer is not listed as a member of these committees.
- Attendance: Board met 4 times in 2024; no director attended fewer than 80% of meetings. Audit Committee met 3 times; each member attended 100%.
- Board leadership: CEO serves as Interim Chair; there is no lead independent director, though independent-only sessions can be requested.
| Governance Item | Detail |
|---|---|
| Independence status | Independent director |
| Audit Committee | Chair; member, Audit Committee financial expert |
| Board meetings (2024) | 4 meetings; ≥80% attendance for all directors |
| Audit Committee meetings (2024) | 3 meetings; 100% attendance by members |
| Lead Independent Director | None |
Shareholder Voting (AGM Nov 7, 2025)
| Proposal | Votes For | Votes Withheld/Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Director: David Pfeffer | 26,201,367 | 73,061 | — | 236,626 |
| Say-on-Pay (Advisory) | 26,198,755 | 75,663 | 10 | 236,626 |
| Say-on-Pay Frequency | Three Years: 25,231,139 | One Year: 1,042,048; Two Years: 1,022 | 219 | 236,626 |
Note: Bylaws amended to reduce quorum to one-third of voting power from a majority—this lowers meeting participation thresholds and is a governance signal to monitor.
Fixed Compensation
| Component (2024) | Structure | Amount/Value |
|---|---|---|
| Cash retainer | $5,000 per month, payable quarterly | Program terms disclosed (amount not individualized beyond table) |
| Fees earned (Pfeffer) | Board service cash fees | $30,000 |
| Option awards (grant) | One-time initial stock option award (non-employee directors) | 161,290 options; vest monthly over one year |
| Option awards (fair value) | Grant-date ASC 718 fair value | $450,005 |
| Total director compensation (Pfeffer) | Cash + equity | $480,005 |
| Annual cap for non-employee directors | Cash + other + equity value cap per calendar year | $1,000,000 (exceptions only in extraordinary circumstances) |
Performance Compensation
| Metric Type | Target/Definition | Applies to Pfeffer? | Notes |
|---|---|---|---|
| Performance-based metrics (TSR/EBITDA/Revenue, etc.) | Not disclosed for non-employee director awards | Not disclosed | Program emphasizes cash retainer and equity grants (options/RSUs); no performance criteria stated for directors |
Other Directorships & Interlocks
| Company/Institution | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| ICI Mutual Insurance Co. | Private mutual insurance | Independent Director; Audit Chair | No ATLN-related transactions disclosed |
| Brick Citi Capital, LLC | Private | CEO | No ATLN-related transactions disclosed |
| SeqLL Inc. | Public predecessor entity to ATLN | Director; Audit Chair | Continuity of governance to ATLN; no separate conflicts disclosed |
Expertise & Qualifications
- CPA and “audit committee financial expert” designation; deep SEC/PCAOB interface experience.
- Senior finance leadership across asset management and global banking; international CFO experience (JPM Brazil).
- Corporate governance credentials from board service and committee chair roles.
- Education: B.S. Accounting, cum laude (University of Delaware); FINRA Series 99; CGMA.
Equity Ownership
| As-of Date | Total Beneficial Ownership (shares) | % of Outstanding | Composition |
|---|---|---|---|
| May 19, 2025 | 162,820 | <1% | 500 shares common; 1,030 shares via currently exercisable options; 161,290 RSUs granted upon merger, vest monthly over one year |
Notes: The beneficial ownership table indicates Pfeffer’s holdings and vesting schedule; no pledging by Pfeffer is disclosed in these materials.
Governance Assessment
- Strong shareholder support: Pfeffer received 26.20M “For” votes with only 73k withheld; Say-on-Pay passed with 99.7% support (by votes for vs against), indicating broad investor confidence in governance/comp practices.
- Audit oversight quality: As Audit Chair and designated financial expert with 100% committee attendance in 2024, Pfeffer provides credible financial oversight—a positive for board effectiveness.
- Alignment via equity: Director compensation includes meaningful equity (option awards; RSUs granted upon merger) alongside modest cash fees, supporting alignment; program includes a $1M annual cap on director compensation.
- Independence and structure: Board committees are independent; however, absence of a Lead Independent Director and bylaw change reducing quorum to one-third warrant monitoring for minority shareholder protection and board independence dynamics.
- Conflicts/related-party exposure: Proxy discloses no related-party transactions involving directors beyond stated items; none identified with Pfeffer.
- RED FLAGS to watch:
- Quorum reduction (one-third) lowers participation requirements for meeting action—could be used to pass proposals with lower turnout.
- Equity grant characterization inconsistency (RSUs noted in beneficial ownership vs “option awards” in director comp table) deserves clarification in future filings to ensure transparency.
Overall, Pfeffer’s governance profile—independence, audit expertise, strong election results, and full committee attendance—supports investor confidence. Monitor structural governance (quorum change, lack of Lead Independent Director) and ensure future disclosures clarify director equity award types and vesting for transparency.