Jeffrey Jagid

About Jeffrey Jagid

Jeffrey Jagid (age 56) is Chief Executive Officer and Interim Chairman of Atlantic International Corp. (ATLN). He became CEO and a director upon completion of the Lyneer Merger on June 18, 2024, and was elected Interim Chairman on March 30, 2025 . He holds a BBA from Emory University (1991) and a JD from Cardozo School of Law (1994) and is admitted to the bars of NY and NJ . Prior leadership includes CEO/Chairman roles at I.D. Systems (Nasdaq: IDSY) and ThinkEco; he led an IPO and ~$100 million of capital raises, and is named on 14 patents in wireless/IoT and connected vehicle technologies, with Deloitte growth accolades during his tenure at I.D. Systems . Recent operating execution at ATLN is reflected in the revenue/EBITDA trend below.

Past Roles

External Roles

Fixed Compensation

• Employment Agreement (post-merger): 5-year term with automatic one-year extension unless either party gives 90 days’ notice (effective at merger close) .
• Base salary: $500,000 per annum .
• Target annual bonus: 100% of base salary (i.e., up to $500,000), conditioned on ATLN recording at least $250,000,000 in revenues (for each year commencing 2023); plus eligibility for an annual discretionary bonus set by the Compensation Committee .
• Transaction bonuses: $200,000 paid upon the Merger close; $100,000 for each subsequent acquisition valued in excess of $8,000,000 .

2024 realized pay (as reported):

Performance Compensation

• Annual cash incentive plan: Target equal to base salary; payout conditioned on a minimum revenue threshold of $250,000,000; discretionary bonus also possible per Compensation Committee .
• Equity awards and vesting:
  • As of March 28/May 13, 2025 disclosures, Jagid held RSUs “as amended” to purchase 2,885,856 shares that are not exercisable until January 7, 2026 .
  • Outstanding equity awards table at 12/31/2024 shows no option or RSU line items for Jagid (dashes across categories), indicating no exercisable awards at year-end; aligns with the separate footnote showing RSUs not exercisable until Jan 7, 2026 .

Plan metrics and payout illustration:

Clawback and risk controls:

• Clawback policy adopted in 2025 requires mandatory recovery of incentive compensation (equity and cash) upon financial restatements, regardless of misconduct, consistent with SEC/Nasdaq rules; policy filed as Exhibit 97.1 to 2024 10-K .

Equity Ownership & Alignment

• Beneficial ownership (as of May 19, 2025):
  • Jeffrey Jagid: 3,735,169 shares (6.4% of outstanding); excludes RSUs “as amended” for 2,885,856 shares not exercisable until Jan 7, 2026 .
• Selected details:
  • Shares outstanding basis: 58,375,488 as of May 19, 2025 (used for percentages) .
  • Notation: The proxy footnote characterizes Jagid’s unexercisable awards as RSUs “to purchase” shares—company disclosure wording; they are excluded from current beneficial ownership per SEC Rule 13d-3 if not exercisable within 60 days .

Outstanding equity awards at 12/31/2024 (Jagid):

• Options: none shown (no exercisable/unexercisable entries) .
• RSUs/unearned shares: none shown at 12/31/2024 table; separate ownership table notes 2,885,856 units unexercisable until 1/7/2026 .

Ownership guidelines/pledging/hedging:

• No specific stock ownership guidelines or pledging/hedging disclosures were identified for Jagid in the reviewed filings; the proxy notes a separate major holder (SPP Credit Advisors) acquired shares following a default under a pledge agreement with a former principal stockholder (not related to Jagid’s holdings) .

Employment Terms

• Term: 5 years from merger closing, with automatic one-year extension unless either party gives 90 days’ notice .
• Severance (termination other than Cause):
  • 12 months of base salary;
  • Pro-rated annual bonus if on pace to meet performance milestones;
  • 12 months COBRA; up to 90 days outplacement;
  • Immediate vesting of all restricted stock, RSUs, and warrants .
• Death/Disability: Accrued comp plus pro-rated bonus; any equity scheduled to vest in the 24 months following the event vests immediately .
• For Cause / Resignation without Good Reason: Accrued comp and any vested equity only .
• Change of Control: All non-vested equity vests immediately; Jagid is entitled to the full severance package if he chooses to terminate his employment (i.e., equity acceleration is single-trigger; severance is available upon voluntary termination following CoC per agreement) .
• Restrictive covenants: Non-compete for one year if termination is for Cause and six months otherwise; non-solicit for two years if for Cause and 12 months otherwise; D&O insurance coverage up to one year post-termination .

Board Governance

• Roles: CEO and Interim Chairman (dual role) .
• Board committees (2024):
  • Audit: Chair David Pfeffer; members Jeff Kurtz, David Solimine; all independent; Pfeffer is audit committee financial expert .
  • Nominating & Corporate Governance: Chair David Solimine; member Jeff Kurtz; both independent .
  • Compensation: Chair Jeff Kurtz; member David Solimine; both independent and non-employee directors .
• Attendance: In 2024, the Board held 4 meetings; no director attended fewer than 80% of board and committee meetings; Audit Committee met 3 times with 100% attendance by members .
• Director compensation: Executive directors (“Excluded Directors”) do not receive board/committee compensation. Non-employee directors receive cash retainers ($5,000 per month) and initial equity awards (options/RSUs), with examples of one-time grants upon the Merger; fee schedule and caps disclosed. Jagid, as an executive, does not receive director compensation .

Brief dual-role implications:

• Concentration of authority (CEO + Chair) can reduce perceived board independence; ATLN mitigates via fully independent Audit, Nominating, and Compensation Committees with independent chairs, and by not compensating executive directors for board service .

Director/Say-on-Pay Voting (2025 AGM)

Performance & Track Record

• Prior achievements: Led I.D. Systems to IPO and multiple capital raises (~$100 million), recognized by Deloitte as among North America’s fastest-growing tech companies (2005, 2006, 2012); 14 patents spanning wireless communications, mobile data, asset tracking, and connected car; Chairman/CEO, ThinkEco .
• ATLN revenue and EBITDA trajectory: See the quarterly table above for recent trends. Negative EBITDA through Q3 2025 signals ongoing margin rebuilding while integrating post-merger operations (financial values per table) . Values retrieved from S&P Global.

Compensation Structure Analysis

• Cash vs. equity mix (2024): Jagid’s 2024 total comp ($1.49M) was primarily cash (salary $269k, bonus $450k, non-equity incentive $564k) plus $200k transaction bonus in “All Other,” with no 2024 stock awards reported in the SCT—pay mix skewed to cash in the first post-merger period .
• Pay-for-performance link: Annual bonus plan tied to a revenue threshold ($250M) directly links variable pay to top-line scale; absence of disclosed weightings/curves or EBITDA/TSR metrics for the CEO suggests a simpler, threshold-based design for early integration phase (CFO/GC have EBITDA thresholds; CEO’s disclosed condition is revenue) .
• Retention and overhang: A sizable 2,885,856-unit equity award remains unexercisable until Jan 7, 2026, creating a retention tether into 2026 but also a potential supply overhang post-vesting, depending on trading plans and liquidity .
• Governance controls: 2025 clawback policy aligns with SEC/Nasdaq rules; executive directors receive no director fees; independent committees in place .

Employment Terms (Severance & CoC Economics)

Equity Ownership & Alignment (Detail)

Board Service, Committees, Independence

• Service history: Director since June 18, 2024; Interim Chairman since March 30, 2025 .
• Committee roles: Not listed on Audit, Compensation, or Nominating/Corporate Governance; those committees comprised of independent non-employee directors (chairs: Pfeffer, Kurtz, Solimine) .
• Independence: Committee members explicitly determined independent under Nasdaq rules; Jagid serves as management (CEO) and interim Chair; executive directors are not compensated for board service .

Investment Implications

• Alignment and incentives: The 100% of salary target bonus tied to a revenue threshold should motivate scale growth; however, absence of disclosed profitability or TSR metrics for the CEO may limit direct pay linkage to margin or shareholder return outcomes in the near term . A sizable, time-gated equity award vesting on Jan 7, 2026 supports retention but could introduce selling pressure as it becomes exercisable .
• Retention risk and CoC: Severance plus single-trigger equity acceleration on CoC, with severance available upon voluntary termination following CoC, provides meaningful protection and negotiating leverage, potentially increasing M&A optionality but also elevating perceived parachute costs .
• Governance: Dual CEO/Chair role concentrates authority; mitigants include fully independent key committees and a 2025 clawback policy. Say-on-Pay support was strong (26.2M For vs. 75.7k Against), indicating investor acceptance of the current program amid integration progress and the new 2025 equity plan approval .
• Execution watch items: Sustained negative EBITDA underscores urgency of mix/pricing/productivity actions post-merger; monitor trajectory versus the revenue threshold embedded in incentive design and any future disclosure on profitability metrics integration into CEO incentives (e.g., EBITDA/FCF) . Values retrieved from S&P Global.