Stephen Petersen

About Stephen R. Petersen

Independent director since 2021; Audit Committee chair and designated “audit committee financial expert.” Over 40 years in capital markets; Managing Director and Investment Committee member at Prio Wealth since 2013; previously Senior Vice President at Fidelity Investments for ~32 years managing multiple equity income and balanced funds. Education: B.B.A. and M.S. in Finance (University of Wisconsin–Madison); Chartered Financial Analyst. Age 68 as of April 2024. Tenure on ATLX board: 2021–present .

Past Roles

External Roles

Board Governance

• Independence: Board determined Petersen, Roger Noriega, and Cassiopeia Olson are independent under Nasdaq rules .
• Committee leadership: Audit Committee chair; designated “audit committee financial expert.” Current members: Noriega, Olson, Petersen .
• Nominations Committee: Member (with Olson) in 2025; was Chair of both Audit and Nominations Committees in 2024 .
• Compensation Committee: Not a member; current members are Noriega and Olson .
• Attendance and engagement:
  • FY2023: Board met/acted 14 times; Audit 4; Compensation 2; Nominations 1; all directors ≥75% attendance .
  • FY2024: Board met/acted 25 times; Audit 8; Compensation 1; Nominations 1; all directors ≥75% attendance; all attended 2024 annual meeting .
• Controlled company: CEO/Chair Marc Fogassa controls ~65.6% (2025) of voting power via common and Series A preferred; ATLX identifies as a “controlled company” (currently not using exemptions) .
• Policies strengthening governance:
  • Hedging prohibition for directors, officers, employees, and related individuals (no puts/calls/derivatives) .
  • SEC/Nasdaq-compliant clawback policy for incentive comp in restatements (3-year lookback) .

Fixed Compensation

Director pay mix moved from minor equity-in-lieu-of-cash in 2023 to fully equity via options in 2024, indicating high equity alignment for non-employee directors .

Performance Compensation

No director performance metrics (revenue/EBITDA/TSR) tied to director compensation are disclosed; director equity awards are time-based .

Other Directorships & Interlocks

• Public company boards: None disclosed for Petersen .
• Interlocks: None disclosed involving Petersen on compensation committees of other entities or transactions with ATLX counterparties .

Expertise & Qualifications

• Audit Committee financial expert designation (SEC definition) .
• CFA charterholder with extensive financial statement proficiency and portfolio management record .
• Capital markets leadership and endowment investment committee chair experience .

Equity Ownership

Hedging is prohibited by policy; pledging status not disclosed .

Governance Assessment

• Strengths:

  • Independent director; Audit chair; SEC-defined audit committee financial expert, bolstering financial reporting oversight .
  • High equity-based director compensation (annual options) increases ownership alignment; no cash retainer disclosed for 2024 .
  • Robust hedging prohibition and clawback policy strengthen alignment and accountability .
  • Active board and committee cadence with ≥75% attendance, and full attendance at the 2024 annual meeting .

• Watch items / RED FLAGS:

  • Controlled company risk: CEO/Chair controls ~65.6% voting power via Series A preferred; potential to limit minority shareholder influence .
  • Section 16 reporting lapses: Petersen filed late Forms (three Form 4s late in 2024, and a late Form 5 covering 2023 transactions) — process/control weakness to monitor .
  • Audit firm change: BF Borgers barred by SEC in May 2024; as Audit Chair, Petersen oversaw dismissal of Borgers and appointment of Pipara — transition executed, but underscores need for heightened audit oversight through change .

• Shareholder feedback signals:

  • 2024 say-on-pay approval ~97%; say-on-frequency “two years” ~94% — indicates broad investor support for compensation oversight .

Committee Assignments and Chairs (Comparative)

Attendance and Meetings

Related-Party Transactions (Director-Specific)

• No related-party transactions involving Petersen disclosed; Section identifies RTEK agreements and other relationships involving different executives/directors, but no Petersen interests noted .

Compensation Structure Analysis (Directors)

• Shift to standardized annual option grants in 2024 (10,000 options; monthly vesting; strike at de minimis levels), eliminating prior bespoke arrangements (seen with Noriega pre-2024). This increases uniformity and transparency; pay is entirely at-risk equity with no cash retainers disclosed .
• No evidence of option repricing/modification for directors; plan expressly prohibits repricing without shareholder approval .

Compensation Plan Terms (Change-in-Control; Clawback; Misc.)

• Change-in-control: Awards not continued/assumed will vest/exercise immediately before the effective time; performance-based awards vest at target; settlement as practicable (409A compliant) .
• Clawback: SEC/Nasdaq compliant; 3-year recoupment window for restatements .

Say-on-Pay & Shareholder Feedback

• 2024 say-on-pay: ~97% approval; say-on-frequency “two years”: ~94% approval; next advisory vote planned for 2026 per board determination .

Final Takeaways for Investors

• Board effectiveness is bolstered by Petersen’s audit leadership and deep finance background; equity-heavy director pay supports alignment. However, ATLX’s “controlled company” structure and late Section 16 filings represent governance risks that warrant monitoring, particularly around disclosure controls and minority shareholder protections .