Adam Rothstein
BuzzFeedAbout Adam Rothstein
Adam Rothstein (age 53) is BuzzFeed’s Lead Independent Director and Audit Committee Chair, serving on the board since December 2021 following the company’s SPAC business combination. He is designated an “independent director” by Nasdaq rules, is the board’s lead independent director, and an SEC “audit committee financial expert.” He co-founded Disruptive Technology Partners and related funds, has 25+ years of investment experience, and holds an MPhil in Finance (University of Cambridge) and a BS in Economics (Wharton) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 890 5th Avenue Partners, Inc. (SPAC) | Executive Chairman | Sep 2020 – Dec 2021 | Led SPAC that merged with Legacy BuzzFeed to form BZFD . |
| Roth CH Acquisition I Co. (→ PureCycle Technologies, Inc.) | Sponsor & Director | May 2020 – Mar 2021 | SPAC sponsor; merged into PCT . |
| Roth CH Acquisition II Co. (→ Reservoir Media, Inc.) | Sponsor & Director | Dec 2020 – Jul 2021 | Became Director and Audit Committee member of RSVR in Jul 2021 . |
| Roth CH Acquisition III Co. (→ QualTek) | Sponsor & Director | Mar 2021 – Feb 2022 | SPAC transaction completed . |
| Roth CH Acquisition IV Co. (→ Tigo Energy, Inc.) | Director | Aug 2021 – May 2023 | SPAC completed; now TYGO . |
| Roth CH Acquisition V Co. (→ New Era Helium, Inc.) | Director & Audit Committee | Nov 2021 – Dec 2024 | SPAC completed; now NEHC . |
| Subversive Capital Acquisition Corp. (→ Gold Flora Corp.) | Director | Jul 2019 – Jan 2021 | SPAC transaction with CMG Partners & Left Coast Ventures . |
| 1007 Mountain Drive Partners, LLC | Managing Member | Since 2014 | Consulting & investment vehicle . |
| Disruptive Technology Partners / Disruptive Growth / Disruptive Technologies Opportunity Fund | Co‑Founder & General Partner | Since 2013/2014/2018 | Israeli tech focus; late-stage vehicles and follow-on fund . |
External Roles
| Company | Listing | Role | Committee Roles |
|---|---|---|---|
| Fathom Holdings, Inc. | NASDAQ: FTHM | Director | — . |
| Reservoir Media, Inc. | NASDAQ: RSVR | Director | Audit Committee member . |
| Roth CH Acquisition Co. (SPAC) | NASDAQ: USCT | Director | Audit Committee member (since Aug 2023) . |
| Other early-/mid-stage tech & media companies (U.S./Israel) | — | Director | Various private boards . |
Board Governance
- Independence and roles: Rothstein is an independent director, Lead Independent Director, and Audit Committee Chair; also designated the board’s audit committee financial expert .
- Special committee: Chairs a special committee formed in Sep 2023 to advise on material transactions (members: Coleman and Acharia) .
- Committees and composition:
- Audit Committee: Chair (members: Rothstein, Coleman, Rollé; all independent) .
- Compensation Committee: Coleman (Chair), Acharia, Rollé .
- Nominating, Corporate Governance & Corporate Responsibility: Rollé (Chair), Acharia, Coleman .
- Attendance: In 2024, the board met 25 times (plus 3 unanimous written consents). Audit met 9 times; Compensation 7 (plus 3 UWCs); Nominating 4 (plus 3 UWCs). All incumbent directors attended >75% of board and committee meetings except Ms. Acharia; Rothstein met attendance expectations .
- Executive sessions: Independent directors hold regular executive sessions; lead independent director presides .
- Risk oversight: Audit oversees major financial/operational risks including cybersecurity, compliance, and related-party transactions; Compensation oversees comp-related risks; Nominating oversees ESG/corporate responsibility .
Fixed Compensation (Director)
| Component | Policy Detail | 2024 Amount for Rothstein |
|---|---|---|
| Annual cash retainer | $50,000 for non-employee directors [policy adopted Dec 2021] . | $50,000 . |
| Committee chair fee | Audit Chair: +$35,000; Compensation Chair: +$25,000; Nominating Chair: +$25,000 . | $35,000 (Audit Chair) . |
| Committee member fee | Audit: +$20,000; Compensation: +$15,000; Nominating: +$10,000 . | — (Chair role reflected above) . |
| Meeting fees | None paid . | $0 . |
| Total cash fees (2024) | Sum of retainer & chair/member fees. | $85,000 . |
Performance Compensation (Director Equity)
| Item | Disclosure | Rothstein 2024 Detail |
|---|---|---|
| Annual equity (policy) | RSUs; typical annual grant $125,000; Audit Chair $175,000; initial chair grant $250,000 for Audit Chair; vest in four equal quarterly installments over one year . | Policy basis indicates $175,000 for Audit Chair . |
| 2024 equity grant (reported) | Stock Awards reflect grant date fair value per ASC 718; grants on Sep 13, 2024 with shares determined by 20‑day average price before grant; vest quarterly over one year . | $662,316 reported Stock Awards; outlier vs peers (others: ~$119,981) . |
| Options | No option awards to directors reported in 2024 . | $0 . |
| RSUs outstanding (12/31/24) | Number of shares underlying RSUs held year-end . | 47,637 RSUs . |
| Change-in-control treatment | Non-employee director awards fully accelerate prior to closing (double-trigger standard does not apply to directors) . | Full acceleration per plan on a qualifying corporate transaction . |
Note: The 2024 reported Stock Awards value for Rothstein significantly exceeds the Audit Chair annual policy value ($175,000). The proxy does not provide a narrative explanation for the higher amount; monitoring for any catch-up, onboarding, or special-purpose equity should be considered a diligence item .
Other Directorships & Interlocks
- Initial designation: Rothstein was initially appointed to BZFD’s board under a Voting Agreement with the SPAC sponsor; that Voting Agreement expired on June 24, 2024, removing sponsor designation rights going forward .
- Public company boards: Fathom Holdings (director), Reservoir Media (director; audit committee), and USCT (SPAC) (director; audit committee) .
- Interlocks/related parties: The proxy discloses no related-party transactions involving Rothstein in 2024–2025. The only related-party disclosure involved compensation to a director’s family member (not Rothstein) and general indemnification/registration rights agreements .
Expertise & Qualifications
- Audit committee financial expert (Item 407(d)(5)(ii) Reg S‑K); financially literate .
- 25+ years investment experience; co-founder/GP of multiple tech-focused funds; board service across tech/media, including public companies .
- Education: MPhil in Finance (University of Cambridge); BS in Economics, summa cum laude (Wharton School) .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Class A Common Stock beneficially owned | 855,650 shares (2% of Class A) . | Includes 839,734 direct + 15,916 warrants exercisable for Class A . |
| Class B Common Stock | 0 . | — |
| % of combined voting power | 1% . | Based on Class A and Class B outstanding as of Mar 31, 2025 . |
| RSUs held (12/31/24) | 47,637 units . | Not necessarily included in beneficial ownership unless vesting within 60 days . |
| Pledging/hedging | Company policy prohibits hedging and pledging except limited pre-approved cases . | No pledging disclosed for Rothstein . |
| Ownership guidelines | Non-employee directors: 5x annual retainer within 5 years; unvested RSUs count; adopted Dec 2022; compliance expected by 2027 . | Applies to Rothstein . |
Insider Trades (Section 16 Reporting)
| Date | Filing | Note |
|---|---|---|
| Sep 5, 2024 | Form 4 | Company disclosed this Form 4 for Rothstein among late filings in 2024 . |
| Oct 4, 2024 | Form 4 | Company disclosed this Rothstein Form 4 as a late filing in 2024 . |
The proxy states all required Section 16(a) filings were timely for 2024 except the listed late Forms 4 (including two for Rothstein). While administrative in nature, repeated late filings can be a minor governance process flag .
Governance Assessment
-
Strengths:
- Independent Lead Director with clearly defined authorities, regular executive sessions, and direct shareholder/stakeholder communication remit .
- Audit Chair and SEC-designated financial expert; audit committee oversight of cybersecurity, compliance, legal/regulatory risk, and related-party transactions .
- Active special committee chair for material transactions, signaling enhanced independent oversight on strategic actions .
- Attendance met board standards (>75%) in a year with elevated board activity (25 meetings) .
- No related-party transactions involving Rothstein disclosed; Voting Agreement that initially designated him has expired, improving perceived independence from the SPAC sponsor .
- Robust anti-hedging/pledging policy; director stock ownership guidelines to align incentives .
-
Watch items / potential red flags:
- 2024 director equity award value ($662,316) is a material outlier versus policy (Audit Chair $175,000) and peers (~$120,000). Lack of narrative explanation warrants follow-up on award rationale, structure (e.g., special grant), and future cadence .
- Multiple external board/SPAC affiliations may raise time-commitment perception risk, though attendance at BZFD met expectations; continued monitoring advisable given ongoing special committee duties .
- Two late Section 16 Forms 4 in 2024 reflect a process lapse; typically de minimis but should be remediated .
-
Compensation/plan governance context:
- Non-employee director awards accelerate upon change-in-control (single-trigger for directors), which is common but worth noting in potential sale scenarios .
- Company-wide clawback policy applies to awards; no tax gross-ups; equity plan prohibits discounted options and includes 10-year max term—generally shareholder-friendly features .