Jason New
About Jason New
Jason New (age 56) is a Class II director nominee at ETHZilla Corporation, with a career spanning investment banking, credit, distressed/special situations, and restructuring. He is Vice Chairman of Investment Banking at Lazard (since Jan 2024), previously co-founded NovaWulf Digital Management (2022–2023), served as CEO of Onex Credit (2020–2021), and was Senior Managing Director at Blackstone/GSO leading Special Situations (2005–2019). He holds a B.A. from Allegheny College and a J.D. from Duke University, where he serves on the Board of Visitors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lazard | Vice Chairman, Investment Banking | Jan 2024–present | Senior advisory on complex transactions |
| NovaWulf Digital Management, LP | Co-Founder & Managing Partner | Jan 2022–Dec 2023 | Digital assets investing leadership |
| Onex Credit | Chief Executive Officer | Apr 2020–Dec 2021 | Led credit investing arm |
| Blackstone / GSO Capital Partners LP | Senior Managing Director; Head of Special Situations Investing | 2005–Dec 2019 | Ran special situations investing |
| Credit Suisse (via DLJ acquisition) | Senior member, distressed finance | 2000–2004 | Distressed finance group |
| Donaldson, Lufkin & Jenrette | Restructuring group | 1999–2000 | Corporate reorganization work |
| Sidley Austin LLP | Associate, corporate reorganization | Pre-1999 | Legal training in restructurings |
External Roles
| Company | Listing | Role | Tenure | Committee Roles |
|---|---|---|---|---|
| Eastman Kodak | NYSE: KODK | Director | Sep 2013–present | Compensation; Nominating & Governance |
| TeraWulf Inc. | Nasdaq: WULF | Director | Nov 2021–Dec 2023 | Not disclosed |
| Harbour Island, LLC | Private | Senior Advisor | Ongoing | Advisory role; note ETHZ CEO is founder/MP |
Board Governance
- Board structure and committees: ETHZ has Audit (Chair: Stephen H. Shoemaker), Compensation (Chair: Andrew Suckling), and Nominating & Corporate Governance (Chair: Ryan Smith) committees, all comprised solely of independent directors .
- Lead Independent Director: Ryan Smith (appointed Feb 4, 2025) with defined responsibilities over executive sessions, evaluations, and committee work .
- Executive sessions: Independent directors meet in executive session periodically without management .
- Independence status for New: The September 2025 proxy affirms independence for current directors (Smith, Shoemaker, Suckling, Heter); Jason New’s independence determination is not yet listed and is subject to the Board’s related-party review framework .
- Attendance: In FY2024, the Board held 30 meetings; each then-serving director attended at least 75% of Board and committee meetings. New was not a director during 2024, so no attendance data applies .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual Board retainer (expected for New) | $350,000 (cash) | Offer letter anticipated upon election |
| Non-exec director cash retainer (current policy) | $350,000 per year (cash) | Increased July 29, 2025 for non-executive directors |
| Prior board fee framework (historical) | $50,000 annual; +$15,000 per committee chair; +Lead Director add-ons | Pre-July 2025 structure (e.g., Smith +$20,000 for Lead Director; superseded by July changes) |
Performance Compensation
| Award | Quantity | Exercise Price | Grant Context | Vesting / Terms |
|---|---|---|---|---|
| Strategic Advisor Warrants (pre-reverse split) | 4,807,873 | $2.775 | Issued to New Island Advisors LLC for strategic advisory services | Terms/vesting not specified in proxy |
| Strategic Advisor Warrants (pre-reverse split) | 957,002 | $3.445 | Issued to New Island Advisors LLC | Terms/vesting not specified in proxy |
| Strategic Advisor Warrants (post 1-for-10 reverse split) | 576,487 | $27.75 | Reflects Oct 20, 2025 split | Outstanding until exercised |
| Strategic Advisor Warrants (post 1-for-10 reverse split) | 95,700 | $34.45 | Reflects Oct 20, 2025 split | Outstanding until exercised |
- PIPE purchase (alignment): New Island Capital LLC purchased 566,035 ETHZ shares in the Aug 4, 2025 PIPE Offering .
- Performance metrics tied to director pay: None disclosed for directors. ETHZ has a mandatory clawback policy for erroneously awarded incentive-based compensation (effective Oct 2, 2023) per SEC/Nasdaq rules .
- Insider hedging/pledging: Company prohibits hedging and discourages pledging (with limited exceptions requiring financial capability); 10b5-1 trading plans are encouraged .
Other Directorships & Interlocks
| Relationship | Description | Risk Consideration |
|---|---|---|
| Harbour Island, LLC | New is Senior Advisor; ETHZ CEO Rudisill is founder and Managing Partner | Potential interlock/conflict risk; subject to Audit Committee related-party review |
| Strategic Advisor Agreement | Warrants to New Island Advisors LLC for services | Related-party exposure via New’s controlled entities |
| PIPE participation | 566,035 shares purchased by New Island Capital LLC | Material ownership; alignment but also influence |
Expertise & Qualifications
- Special situations investing, distressed finance, restructuring, and complex transactions (Blackstone/GSO, Credit Suisse/DLJ) .
- Digital assets investing (NovaWulf; advisory at Harbour Island) .
- Governance experience on public boards and key committees (Kodak Compensation and Nominating/Governance) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (as of Oct 17, 2025) | 633,090 shares | 3.8% of common stock outstanding |
| Components (post-split) | 566,035 shares; 576,487 warrants @ $27.75; 95,700 warrants @ $34.45 | Warrants held via New Island Advisors LLC; shares via New Island Capital LLC |
| Shares outstanding (record date) | 16,022,281 | After 1-for-10 reverse split; excludes 645,072 treasury shares |
| Pledged shares | Not disclosed | Company discourages pledging; no pledges reported |
| Ownership guidelines | No director/executive stock ownership policy | Explicitly “no policy on equity ownership” |
Governance Assessment
-
Strengths
- Deep restructuring and special-situations expertise; relevant to ETHZ’s capital structure and convertible notes context .
- Public board committee experience (Kodak Compensation/Nominating & Governance), supporting committee effectiveness .
- Material share ownership via affiliated entities, potentially aligning incentives .
-
Concerns / RED FLAGS
- Significant related-party economics: large warrant package to New Island Advisors and PIPE share purchase by New Island Capital create dual-hat roles (advisor, owner, and director), heightening conflict risk; independence not yet affirmed for New .
- Elevated director cash retainer ($350,000) suggests pay inflation versus historical levels; potential investor pushback on board compensation escalation .
- Interlock risk with Harbour Island, LLC given ETHZ CEO’s leadership at that firm and New’s advisory role there .
- No equity ownership policy for directors; weaker formal alignment framework despite substantial ownership .
-
Mitigants
- Audit Committee oversight of related-party transactions with required abstentions and fairness tests (terms, business purpose, independence impacts) .
- Anti-hedging policy and clawback regime in place .
Implications: Investors should monitor committee assignments and any recusal practices for New, ensure full disclosure and Audit Committee pre-approval of any advisory, financing or security transactions involving New-controlled entities, and evaluate the board compensation reset in the context of performance and market norms .
Notes on ETHZ Capital Structure Context (for governance risk framing)
- 1-for-10 reverse split effective Oct 20, 2025; conversion/exercise terms adjusted accordingly .
- Senior secured convertible notes with resettable conversion price; Exchange Cap removal proposals and potential dilution over 20% of outstanding; ETH collateralized notes and cash collateral details highlight heightened financing complexity and stakeholder dilution considerations for board oversight .
Sources
- ETHZ DEF 14A dated Sep 5, 2025 (Director nomination, governance, compensation, related-party review, policies) .
- ETHZ DEF 14A dated Nov 4, 2025 (Reverse split; beneficial ownership; updated post-split warrant terms; share counts) .