Michael Tenore
About Michael Tenore
Michael Tenore is General Counsel and Corporate Secretary of Atlantic International Corp. (ATLN), appointed upon completion of the Lyneer Merger on June 18, 2024; he previously served as General Counsel of Atlantic Acquisition Corp. since March 2023 and earlier was General Counsel and VP of Regulatory Affairs at Troika (Corporate Secretary from July 2017) until March 31, 2023 . He holds a B.A. in Communications from Emerson College and a J.D. from Suffolk University Law School (both with Latin honors); he is adjunct staff at Suffolk Law and a member of the Federal Communications Bar Association and Association of Corporate Counsel . Tenore’s annual bonus structure ties pay to revenue and adjusted EBITDA thresholds ($250 million revenue and $5 million adjusted EBITDA), reinforcing focus on top-line scale and profitability . In 2024 he received a $100,000 cash bonus and a $75,000 transaction bonus related to the merger closing, indicating threshold attainment and one-time integration incentives .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Atlantic International Corp. | General Counsel & Corporate Secretary | Since Jun 18, 2024 | Post-merger legal leadership and governance for strategic staffing/services platform . |
| Atlantic Acquisition Corp. | General Counsel | Mar 2023 – Jun 2024 | Led legal function through merger process culminating in ATLN Lyneer Merger . |
| Troika Media Group | General Counsel; VP Regulatory Affairs; Corporate Secretary | Mar 2015 – Mar 31, 2023; Corporate Secretary since Jul 2017 | Oversaw legal/regulatory affairs; note Troika filed Chapter 11 on Dec 7, 2023 (post-tenure) . |
| RNK, Inc. (regional telecom carrier) | Legal and regulatory roles incl. General Counsel | Prior to 2015 (years not disclosed) | Telecom regulatory compliance and legal leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Suffolk University Law School | Adjunct staff | Not disclosed | Academic engagement in legal education . |
| Federal Communications Bar Association | Member | Not disclosed | Professional legal association membership . |
| Association of Corporate Counsel | Member | Not disclosed | In-house counsel professional network . |
| Youth hockey and charitable organizations | Board member | Past 10 years | Community leadership; organizations not named . |
Fixed Compensation
Realized compensation (FY2024):
| Metric | 2024 |
|---|---|
| Salary (USD) | $161,539 |
| Actual Bonus Paid (USD) | $100,000 |
| All Other Compensation (USD) | $75,000 (transaction bonus) |
| Total (USD) | $561,539 |
Current fixed terms (per employment agreement):
| Term | Detail |
|---|---|
| Base Salary | $300,000 per annum |
| Agreement Term | 3 years, with automatic one-year extension unless either party gives 90 days’ notice before term end |
| True-up | Pro-rated true-up from prior $120,000 salary under Apr 1, 2023 agreement to $300,000 |
Performance Compensation
Annual incentive structure and 2024 outcome:
| Incentive Type | Metric(s) | Target | Weighting | Actual (2024) | Payout (2024) | Vesting/Timing |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Revenue and Adjusted EBITDA | Revenue ≥ $250,000,000 and Adjusted EBITDA ≥ $5,000,000 | Not disclosed | Not disclosed; bonus paid | $100,000 cash | Annual cash bonus |
| Transaction Bonus | M&A closing | $75,000 upon merger close; $75,000 for subsequent acquisitions >$8,000,000 | N/A | Merger closed | $75,000 cash | Paid at deal close |
Equity program framework (company-wide):
- 2025 Omnibus Equity Incentive Plan share reserve: 10,000,000 shares; awards may include options, RSUs, SARs, restricted stock; default vesting 4 years (25% after year 1, then monthly) unless otherwise set .
- Clawback policy adopted in 2025 covering incentive-based compensation on restatements regardless of misconduct .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,001,694 shares (1.7% of outstanding as of May 19, 2025) |
| Shares Outstanding (context) | 58,375,488 shares (Record Date May 19, 2025) |
| RSUs/Equity Not Yet Exercisable | 577,171 RSUs (as amended) not exercisable until Jan 7, 2026 (excluded from beneficial ownership) |
| Options Outstanding (12/31/2024) | None reported for Tenore |
| 10b5-1 Trading Plans | None held by officers/directors as disclosed |
| Hedging/Pledging | Company discloses Anti-Hedging and Anti-Pledging policies; hedging transactions are prohibited |
Notes:
- Outstanding equity awards table shows no options or unvested RSUs for Tenore as of 12/31/2024; the later ownership footnote clarifies 577,171 RSUs are not exercisable until 1/7/2026, implying limited near-term unlock from these awards .
Employment Terms
| Provision | Detail |
|---|---|
| Position | General Counsel and Secretary |
| Term | 3 years + 1-year auto-renewal unless 90 days’ prior notice |
| Base Salary | $300,000 per year |
| Annual Bonus | $100,000 per year if revenue ≥ $250,000,000 and adjusted EBITDA ≥ $5,000,000 |
| Transaction Bonuses | $75,000 at merger close; $75,000 for each subsequent acquisition >$8,000,000 |
| Discretionary Bonus | Eligible per Compensation Committee |
| Severance (termination without Cause) | 12 months base salary; prorated annual bonus if on pace to meet performance milestones; 12 months COBRA; up to 90 days outplacement; immediate vesting of then-outstanding RS/RSU/warrants |
| Death/Disability | Accrued comp and prorated bonus; equity vesting for awards that would have vested within 24 months vests immediately |
| Change of Control | Immediate full vesting of non-vested equity; entitled to full severance if he elects to terminate |
| Restrictive Covenants | Non-compete: 1 year if terminated for Cause; 6 months otherwise. Non-solicit: 2 years if terminated for Cause; 12 months otherwise |
| D&O Tail | Covered up to one year post-termination |
Investment Implications
- Pay-for-performance alignment: Tenore’s bonus requires both scale and profitability (≥$250m revenue and ≥$5m adj EBITDA); 2024’s $100k payout indicates threshold achievement and supports linkage to operating outcomes .
- Retention and supply overhang: As of 12/31/2024 no outstanding options/RSUs were reported; amended RSUs (577,171) are not exercisable until 1/7/2026, limiting near-term selling pressure from award vesting, while providing medium-term retention .
- Governance and risk controls: Company has adopted a clawback policy (restatements irrespective of misconduct) and discloses anti-hedging/anti-pledging policies; there are no Rule 10b5-1 plans in place for officers/directors, suggesting fewer pre-programmed sales signals .
- Ownership alignment: Tenore’s 1.7% beneficial stake is meaningful for a General Counsel and aligns interests with shareholders’ equity value creation .
- Execution risk context: Prior employer Troika filed Chapter 11 in Dec 2023 post-tenure; while not necessarily indicative of individual performance, it highlights restructuring experience and sector risk exposure in his background .