McAndrew Rudisill
About McAndrew Rudisill
Chief Executive Officer and Executive Chairman of 180 Life Sciences Corp. (rebranded to ETHZilla) since August 4, 2025, when he joined the board as Chairman; his Executive Employment Agreement was executed on September 15, 2025 . The company pivoted under his leadership to an Ethereum-focused treasury strategy, accumulating 82,186 ETH by August 11, 2025 and 102,237 ETH by August 24, 2025, alongside authorization of a $250 million share repurchase program . His compensation agreement sets a $450,000 base salary with a discretionary bonus and includes significant change‑of‑control and severance economics (see Employment Terms) .
Past Roles
No prior roles disclosed in the company’s filings reviewed; current role summarized in About .
External Roles
No other current public company directorships or external roles for Mr. Rudisill were disclosed in the reviewed filings .
Fixed Compensation
| Component | FY 2025 Terms |
|---|---|
| Base Salary | $450,000 per year |
| Director Fees | Not disclosed for Mr. Rudisill; independent directors receive $350,000 annual retainer (see Director Compensation) |
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Annual discretionary bonus | As established by Board/Comp Committee; may be paid in RSUs and/or cash | Not disclosed | Not disclosed | Not disclosed | Discretionary; set by Board/Committee |
Equity Ownership & Alignment
| Holder/Vehicle | Security | Quantity | Exercise Price | Status/Notes | Percent of Common |
|---|---|---|---|---|---|
| McAndrew Rudisill (direct/indirect) | Common Stock (beneficial ownership total) | 633,090 | — | Includes indirect holdings via entities and warrants (see below) | 3.8% (of 16,022,281 shares outstanding) |
| PCAO LLC (managed by Rudisill) | Warrants | 480,787 | $27.75 | Counted in beneficial ownership; remain outstanding until exercised | |
| PCAO LLC (managed by Rudisill) | Warrants | 95,700 | $34.45 | Counted in beneficial ownership; remain outstanding until exercised | |
| Pelagic Capital Advisors LLC (managed by Rudisill) | Common Stock | 45,283 | — | Counted in beneficial ownership | |
| BER I, LLC; GER I, LLC; MRR I, LLC (managed by Rudisill) | Common Stock | 3,773 each | — | Counted in beneficial ownership |
Notes:
- Beneficial ownership includes shares acquirable within 60 days under SEC Rule 13d‑3; the DEF 14A footnotes list the warrant positions included in the total .
- No pledging or hedging by Mr. Rudisill was disclosed; the company maintains insider trading/anti‑hedging provisions (ATNF policy disclosure in 2024 proxy) .
Employment Terms
| Term | Detail |
|---|---|
| Position | Chief Executive Officer and Executive Chairman |
| Board service class | Class II director, term to 2026 annual meeting |
| Agreement term | Through Dec 31, 2028; up to two additional years of automatic renewal if not non‑renewed |
| Base salary | $450,000 per year |
| Annual bonus | Discretionary, may be RSUs and/or cash, established by Board/Comp Committee |
| Change‑of‑control (CoC) | Payment equal to 2% of the greater of (i) market capitalization or (ii) total enterprise value at CoC; payable in RSUs and/or cash as determined by Board/Committee |
| Severance | Upon termination after >12 months’ employment: 2x base salary; plus lump‑sum of accrued salary and reimbursable expenses (timed payments specified) |
| Additional termination payment | If employment ends within 36 months of start (Sept 15, 2025), an additional payment equal to the greater of 1% of market capitalization or 1% of total enterprise value, payable in stock and/or cash |
| Conditions | Severance and termination payments conditioned on execution of a general release |
| Definitions | CoC includes certain mergers/consolidations or sale/transfer of substantially all assets/equity; financing transactions for bona fide equity financing excluded |
Board Governance
- Role and dual‑role implications: Mr. Rudisill serves as Executive Chairman and CEO (dual role). The board appointed a Lead Independent Director (Ryan Smith), and Mr. Rudisill is not listed as a member of the audit, compensation, or nominating committees, mitigating some independence concerns .
- Committee composition (Aug 4, 2025, post‑closing):
- Audit: Chair Stephen H. Shoemaker; Member Crystal Heter .
- Compensation: Chair Andrew Suckling; Members Ryan Smith, Crystal Heter .
- Nominating & Corporate Governance: Chair Ryan Smith; Member Crystal Heter .
- Board class/tenure: Appointed Class II director effective Aug 4, 2025; term runs to 2026 annual meeting .
- Leadership structure transitioned from no chair (2024) to Executive Chairman in 2025 with a lead independent director role established .
Director Compensation (Board Program)
| Role | Cash Retainer | Notes |
|---|---|---|
| Independent Director (e.g., Andrew Suckling; Crystal Heter) | $350,000 per year (paid monthly) | Offer letters effective Aug 4, 2025; no separate per‑meeting fees; reimbursement of reasonable travel expenses |
Note: No separate director fees disclosed for executives serving as directors; independent director retainers shown above .
Performance & Track Record
- Strategic pivot and capital deployment:
- ETH accumulation: 82,186 ETH held at avg. $3,806.71 by Aug 11, 2025; 102,237 ETH at avg. $3,948.72 by Aug 24, 2025; also held ~$238 million and ~$215 million in USD cash equivalents on those dates, respectively .
- Authorized $250 million share repurchase program on Aug 22, 2025 .
- Subsequently sold ~$40 million of ETH to facilitate repurchases and bought ~600,000 shares for ~$12 million under the board‑authorized $250 million program (press release Oct 27, 2025) .
- Governance disclosures: Mr. Rudisill executed CEO certifications on the November 14, 2025 Form 10‑Q .
Compensation Structure Analysis
- Alignment levers: Fixed base salary with discretionary bonus (cash/RSUs) aligns outcomes with board‑set objectives; equity‑linked buybacks and ETH deployment signal capital allocation focus .
- Red flags/risks:
- Sizeable change‑of‑control payment (2% of market cap/TEV) and additional 1% payout if employment ends within 36 months may be shareholder‑unfriendly at certain valuations and could influence deal dynamics .
- High independent director cash retainers ($350,000) elevate fixed governance costs and may draw scrutiny versus peers .
Vesting Schedules and Insider Selling Pressure
- Disclosed holdings include warrants (exercise prices $27.75 and $34.45) counted in beneficial ownership; specific vesting schedules for any RSUs/PSUs were not disclosed for Mr. Rudisill, and no Form 4 transaction history was identified in the reviewed filings .
- The company maintains insider trading windows and encourages 10b5‑1 plans; anti‑hedging provisions are in place (policy disclosure in 2024 proxy) .
Investment Implications
- Pay-for-performance and retention: The package balances cash with discretionary equity‑linked incentives, but the outsized CoC/termination economics (2% + potential 1% TEV/market cap payments) warrant close monitoring and could be costly under favorable valuations .
- Alignment and ownership: A 3.8% beneficial stake (including warrants) suggests material skin‑in‑the‑game; lack of disclosed pledging mitigates alignment risk .
- Governance: Dual CEO/Chair structure is tempered by a Lead Independent Director and independent committees; however, high director cash retainers may draw shareholder scrutiny .
- Execution catalysts: Rapid ETH accumulation, active buybacks, and on‑chain yield initiatives are core levers. Execution discipline on treasury management and NAV accretion (including opportunistic repurchases evidenced by October 2025 activity) are key to value realization .