Robert Machinist
About Robert B. Machinist
Independent director of Atlantic International Corp. since June 18, 2024; age 72; prior Chairman of Atlantic Acquisition Corp. (formed October 2022). He led Troika Media Group (Nasdaq: TRKA) as CEO and Chairman (March 2018–May 2022); Troika later filed Chapter 11 on December 7, 2023. Education: B.A. in Philosophy and Chemistry from Vassar College; graduate work in biochemistry at the Weizmann Institute of Science. Current external roles include Vice-Chairman of Maimonides Medical Center and board member of ECD Autodesign (Nasdaq: ECDA).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Troika Media Group (Nasdaq: TRKA) | Chief Executive Officer and Chairman | Mar 2018–May 2022 | Company filed Chapter 11 on Dec 7, 2023 (post-tenure) |
| Atlantic Acquisition Corp. | Chairman of the Board | Since formation Oct 2022; served through Lyneer Merger on Jun 18, 2024 | Chaired pre-merger vehicle |
| Bank of New York (Capital Markets) | Managing Director & Head of Investment Banking | Not disclosed | Led investment banking operations |
| Patricof & Co. Capital Corp. (APAX purchasers) | President & principal founder | Not disclosed | Founding leadership in private equity/merchant banking |
| CIFC Corp. (Nasdaq: CIFC) | Chairman & founding Board member | Through sale in Dec 2016 | Credit manager; ~$14.0B AUM; sold Dec 2016 |
| MESA (merchant bank) | Chairman, Board of Advisors | Through sale to Houlihan Lokey in 2016 | Media/entertainment transactions; sale in 2016 |
| Columbus Nova | Partner | Not disclosed | Private investment fund partner |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| ECD Autodesign (Nasdaq: ECDA) | Board Member | Current (as disclosed) | — |
| Maimonides Medical Center | Vice-Chairman; Board of Directors; Investment Committee Chair | Current | Chairs Investment Committee |
| Weizmann Institute of Science | International Board of Governors; Executive Committee; former Chairman, American Committee | Current/prior as disclosed | Executive Committee member |
| Vassar College | Trustee & Vice Chairman; Executive Committee; Endowment management | Prior/current involvement as disclosed | Endowment oversight |
Board Governance
- Independence: Proxy identifies independent directors as David Pfeffer, Jeff Kurtz, and David Solimine; Machinist is not listed among independent directors.
- Committee assignments: Machinist is not named to any board committee. Audit Committee—Pfeffer (Chair), Kurtz, Solimine; Nominating & Corporate Governance Committee—Solimine (Chair), Kurtz; Compensation Committee—Kurtz (Chair), Solimine.
- Attendance: In 2024, the Board met 4 times; no director attended fewer than 80% of board/committee meetings. Audit Committee met 3 times; members had 100% attendance.
- Board leadership: CEO Jeffrey Jagid serves as Interim Chairman; no Lead Independent Director.
- Executive sessions: Independent directors may call meetings restricted to independents; encouraged to do so.
- Quorum change: Quorum amended to one-third (33⅓%) voting power for stockholder meetings by bylaw amendment disclosed Oct 31, 2025; prior proxy described majority quorum.
- Policies: Anti-hedging and anti-pledging prohibitions for directors/officers/employees; Insider Trading Policy adopted; no Rule 10b5-1 trading arrangements for officers/directors.
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | — | — | — |
- Non-employee director program: $5,000 per month cash retainer (paid quarterly) and a one-time initial equity award for 161,290 shares, with eligibility for additional grants; reimbursement of pre-approved expenses.
Performance Compensation
| Item | Detail |
|---|---|
| Machinist—2024 Equity Awards | None disclosed for 2024; table shows $0 for option awards. |
| Director equity grants (others) | RSUs: 161,290 granted to Kurtz, Solimine, and Pfeffer upon Lyneer Merger; vest equally monthly over one year. |
| Default vesting (2025 Incentive Plan) | Unless otherwise set in award agreement: 4-year schedule (25% on first anniversary, remainder monthly). |
| Non-employee director cap | Annual total (cash + equity grant-date value) limited to $1,000,000, with extraordinary exceptions by Board. |
| Performance metrics | No performance-based metrics tied to director compensation disclosed; awards vest time-based. |
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| ECD Autodesign (Nasdaq: ECDA) | Director | Current | Board membership disclosed. |
| Troika Media Group (Nasdaq: TRKA) | CEO & Chairman | Former | Company filed Chapter 11 on Dec 7, 2023 (after his tenure). |
No disclosed interlocks with ATLN competitors/suppliers/customers.
Expertise & Qualifications
- Principal investor/operator and investment banking leader; prior MD & Head of Investment Banking at Bank of New York; founder/president at Patricof & Co.
- Extensive board and advisory experience across credit management (CIFC), media merchant banking (MESA), healthcare (Maimonides), and academic institutions (Weizmann, Vassar).
- Education: B.A. Vassar; graduate work in biochemistry at Weizmann Institute of Science.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Robert B. Machinist | 728,814 | 1.2% | Address c/o ATLN; no pledge permitted under anti-pledging policy. |
- Shares outstanding at record date: 58,375,488.
- Section 16 filings: All Forms 3/4/5 timely for 2024.
- Hedging/pledging: Prohibited for directors/officers/employees.
- 10b5-1 plans: None for officers/directors.
Governance Assessment
- Strengths: Significant capital markets and governance experience; meaningful personal equity stake (1.2%); strong attendance culture; robust anti-hedging/anti-pledging and clawback policies adopted in 2025.
- Concerns/RED FLAGS:
- Independence: Not listed among independent directors; not on key committees—limits independent oversight influence.
- Prior bankruptcy association: Former CEO/Chair of Troika (TRKA) which later entered Chapter 11—raises risk perception.
- Quorum reduction to one-third voting power may enable passing items with lower shareholder participation—investor confidence risk.
- Board leadership concentrated with CEO as Interim Chairman and no Lead Independent Director—potential entrenchment/oversight risk.
- Alignment: No 2024 director pay recorded for Machinist; overall director program mixes cash retainer and time-vested equity; ownership aligns incentives.
Net view: Machinist brings seasoned finance and boardroom experience with material skin-in-the-game, but independence and committee absence, coupled with governance design choices (low quorum, CEO as Interim Chair, no LID), warrant heightened monitoring of board effectiveness and shareholder rights.