McAndrew Rudisill
About McAndrew Rudisill
McAndrew Rudisill, age 46, is Chief Executive Officer and Executive Chairman (Principal Executive Officer) of ETHZilla Corporation; he joined the Board as Executive Chairman in August 2025 and became CEO on September 4, 2025, with his Executive Employment Agreement effective September 15, 2025 . He holds a B.A. in Economics from Middlebury College and has a background spanning private equity, digital assets, aerospace, leisure, and energy; notable prior experience includes CIO roles and service as CEO/President of Emerald Oil (which later underwent Chapter 11 in 2016) . Company operating context under his tenure includes $4.1 million in revenue generated in the first six weeks operating as ETHZilla and significant capital raises to fund strategy execution . Governance guardrails around his dual role include a Lead Independent Director and all-independent key committees (Audit, Compensation, Nominating & Governance) .
Past Roles
| Organization | Role | Years | Strategic Impact / Notes |
|---|---|---|---|
| Harbour Island, LLC | Founding & Managing Partner | Since Apr 2025 | Private investment firm focused on digital assets; informs ETHZ DeFi/treasury strategy . |
| Bridger Aerospace Group Holdings | Chief Investment Officer; Director | 2016–May 2024 | Capital allocation and growth in aerospace/firefighting; public-company experience . |
| Capital Vacations LLC | Chief Investment Officer | 2016–Oct 2020 | Fractional resort management; portfolio/company operations experience . |
| Emerald Oil, Inc. | CEO, President, Director | 2011–2015 | Led E&P operator; company filed Chapter 11 in Mar 2016 (finalized Nov 2016) highlighting cyclical/execution risk . |
| Pelagic Capital Advisors LLC | Founder, Managing Partner, CIO | Since 2007 | Private investment fund; public/private equity investing; continued role . |
External Roles
| Organization | Role | Years | Relevance to ETHZ / Strategic Tie |
|---|---|---|---|
| Harbour Island, LLC | Founding & Managing Partner | Since Apr 2025 | Senior advisor network overlaps (e.g., Jason New noted as Senior Advisor to Harbour Island in proxy); digital assets/domain expertise . |
| Pelagic Capital Advisors LLC | Founder, Managing Partner, CIO | Since 2007 | Related advisory relationship with ETHZ via PCAO LLC (see Related Party Transactions) . |
Fixed Compensation
| Component | Amount | Effective Date | Notes |
|---|---|---|---|
| Base Salary | $450,000 | Sep 15, 2025 | Set in Executive Employment Agreement; subject to annual review . |
| Base Salary (revised) | $650,000 | Nov 12, 2025 | Increased by Board upon Compensation Committee recommendation . |
| Annual Bonus Opportunity | Discretionary (cash and/or RSUs) | Ongoing | Awarded at Board/Comp Committee discretion; metrics not specified in filings . |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus | Discretionary (not specified) | N/A | N/A | Not disclosed | Determined annually by Board/Comp Committee; can be RSUs and/or cash . |
| Restricted Stock (CEO grant) | Service-based | N/A | N/A | 1,365,000 shares granted Nov 12, 2025 | 50% vests at grant; 50% vests Jan 2, 2026; net share issuance after tax withholding allowed; granted under 2025 Omnibus Plan . |
Plan-level protections/risks:
- Change-in-control treatment for Awards: if honored as “Alternative Awards,” unvested portions accelerate upon involuntary or constructive termination within 24 months post-CoC (double-trigger) .
- Clawback: plan and company-wide clawback policies apply to incentive compensation per SEC/Nasdaq rules .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Common Stock Beneficially Owned | 633,090 shares (3.8% of 16,022,281 outstanding) as of record date; includes direct/indirect holdings via entities (BER I, LLC; GER I, LLC; MRR I, LLC; Pelagic Capital Advisors LLC) . |
| Derivative Securities (Warrants via PCAO LLC) | 480,787 warrants @ $27.75 and 95,700 warrants @ $34.45 (post 1-for-10 reverse split) remain outstanding until exercised; attributed via PCAO LLC where he is managing partner . |
| Ownership Guidelines | Company discloses no equity ownership policy at this time (no required multiple of salary) . |
| 10b5-1 Plans | Executives/directors encouraged to use Rule 10b5-1 plans; individual adoption not disclosed . |
| Near-term Vesting Supply | CEO restricted stock award vests 50% immediately and 50% on Jan 2, 2026; awards permit net share withholding for taxes, reducing immediate float but second tranche may create supply around vest date . |
| Share Repurchase Offset | Company repurchased 2,099,472 shares for $46.3M through Nov 13, 2025 under $250M authorization, potentially offsetting supply from vesting/sales . |
Employment Terms
| Term | Detail |
|---|---|
| Title(s) | Chief Executive Officer; Executive Chairman; Director . |
| Employment Agreement Term | Until earlier of (i) 30-days notice by CEO; or (ii) Dec 31, 2028; up to two additional automatic 1-year renewals if neither party gives non-renewal notice (to Dec 31, 2029) . |
| Base Salary | $650,000 as of Nov 12, 2025; initially $450,000 at Sep 15, 2025 . |
| Bonus Eligibility | Annual discretionary bonus (cash and/or RSUs) . |
| Change-of-Control (CoC) Payment | 2% of the greater of market capitalization or total enterprise value at CoC; payable in RSUs and/or cash at Board discretion; appears single-trigger (not conditioned on termination) . |
| Severance (general) | Upon any termination: accrued salary/expenses paid within 30 days . |
| Severance (after >12 months) | 2x base salary . |
| Special Termination Payment (first 36 months) | If employment ends within 36 months of start (Sep 15, 2025), additional payment equal to 1% of market cap or 1% of enterprise value at termination; payable in stock and/or cash; requires release of claims . |
| Benefits/Other | Customary confidentiality and eligibility for benefit plans . |
Board Governance
-
Structure and independence:
- Dual role: CEO and Executive Chairman; independence mitigants include Lead Independent Director (Ryan Smith) and all-independent Audit, Compensation, and Nominating & Governance Committees .
- Classified Board with two classes; Mr. Rudisill is a Class II director (term to 2026), enhancing board continuity .
- Attendance: In FY2024, Board held 30 meetings and all directors attended at least 75% of Board/committee meetings .
-
Committee memberships (Mr. Rudisill serves on no key committees):
- Audit: Stephen H. Shoemaker (Chair), Ryan Smith (Member), Crystal Heter (Member); Shoemaker is the audit committee financial expert .
- Compensation: Andrew Suckling (Chair), Ryan Smith (Member), Crystal Heter (Member) .
- Nominating & Corporate Governance: Ryan Smith (Chair), Crystal Heter (Member) .
Director Compensation (context for board governance quality)
| Element | Prior Disclosure | Update (Nov 12, 2025) |
|---|---|---|
| Non-Employee Director Annual Retainer | Historically $50,000; certain offer letters at $350,000 for some directors; chair fees $15,000; 2025 grants of 65,000 restricted shares (vest 1/2 on Jul 1, 2025 and 1/2 on Dec 31, 2025; later accelerated) . | Increased to $450,000 per year for non-employee directors . |
| Equity Awards (Nov 12, 2025) | — | Restricted stock awards across officers/directors; CEO received 1,365,000 shares; board members received sizable grants; all vest 50% at grant, 50% on Jan 2, 2026; net share withholding allowed . |
Note: 2025 Omnibus Incentive Plan initially reserves 50,000,000 shares with an “evergreen” increase of 10% of outstanding shares each April 1 for 10 years (capped for ISO purposes), supporting large equity usage; change-in-control and clawback provisions embedded .
Related Party Transactions (governance red flags to monitor)
- PCAO LLC (managed by Mr. Rudisill) Strategic Advisor Agreement (July/Aug 2025) with ETHZ: warrants to purchase 4,807,873 shares @ $2.775 (July 29, 2025) and 957,002 shares @ $3.445 (Aug 8, 2025) pre-split; reflected as 480,787 @ $27.75 and 95,700 @ $34.45 post 1-for-10 reverse split in later disclosures; Pelagic Capital Advisors LLC (managed by Mr. Rudisill) purchased 566,035 shares in the PIPE .
- Company discloses related-party transaction policy administered by Audit Committee and indemnification agreements for directors and officers .
Compensation Structure Analysis
- Cash vs. equity mix shifting up: CEO base salary increased from $450,000 (Sep 2025) to $650,000 (Nov 12, 2025), while equity remained a significant component via large restricted stock grant with near-term vesting (50% immediate/50% Jan 2, 2026) .
- CoC and termination economics are outsized: single-trigger CoC payment equal to 2% of market cap or enterprise value; plus, if terminated within first 36 months, an additional 1% of market cap or enterprise value payment; severance of 2x base salary after 12 months—collectively above typical small-cap medians and potentially misaligned with long-term shareholder outcomes .
- Plan design allows substantial equity issuance: 2025 Omnibus Plan’s large initial reserve and 10-year evergreen (10% annual) can be materially dilutive absent offsetting performance and buybacks; committee-level clawback and double-trigger protection for Alternative Awards are positives .
- Director pay reset significantly higher: non-employee director annual retainer increased to $450,000, which is elevated versus typical small-cap benchmarks and warrants scrutiny for alignment with workload and performance .
Employment & Contracts (Retention/transition risk)
| Provision | Detail |
|---|---|
| Term/Auto-Renewal | Through Dec 31, 2028; up to two 1-year auto-renewals to Dec 31, 2029 . |
| Non-Compete/Non-Solicit | Not expressly disclosed in the cited sections; confidentiality and work-made-for-hire included . |
| Garden Leave/Consulting | Not disclosed for CEO; company uses consulting arrangements for other executives/directors where applicable . |
| Indemnification | Standard indemnification per company agreements and Delaware law . |
Performance & Track Record (execution signals)
- ETHZ generated $4.1 million in revenue in the first six weeks operating as ETHZ; management cites strategic moves in restaking and RWA tokenization, and reported significant institutional capital raises (~$931 million across PIPE and convertible notes in 3Q25) .
- Prior experience includes Emerald Oil’s bankruptcy in 2016, highlighting cyclical and operational risk awareness; extensive investing background across sectors may aid capital allocation .
Compensation Committee Analysis
- Composition: Independent members—Andrew Suckling (Chair), Ryan Smith, Crystal Heter .
- Use of independent advisors: Committee may retain independent compensation consultants, counsel, and other advisors after considering independence per Nasdaq/SEC .
- Executive sessions/leadership: Lead Independent Director empowered to evaluate CEO and coordinate committee work; independent director executive sessions occur as needed .
Equity Plan Mechanics and Dilution Considerations
- 2025 Omnibus Incentive Plan: initially 50,000,000 shares reserved; automatic annual increase of 10% of outstanding shares each year for 10 years; Awards include options, RSUs, restricted stock, SARs, performance awards, and dividend equivalents; Awards generally non-transferable .
- Reverse stock split (1-for-10) effective Oct 20, 2025; all securities and plan share counts adjusted accordingly—important when reconciling pre-/post-split counts in disclosures .
Equity Ownership Table (Beneficial Ownership Snapshot)
| Holder | Common Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| McAndrew Rudisill | 633,090 | 3.8% | Includes indirect holdings via entities; excludes non-exercisable options; warrants held via PCAO LLC detailed below . |
| Warrants via PCAO LLC (beneficial to Rudisill) | 480,787 (ex. price $27.75); 95,700 (ex. price $34.45) | — | Warrants outstanding until exercised; post-split terms reflected in Nov 4, 2025 proxy . |
Board Service History and Roles (dual-role implications)
- Board service: Executive Chairman and Director since August 2025; Class II director term through 2026 .
- Committees: None (consistent with best practice to keep management off key committees) .
- Independence: Board has Lead Independent Director and fully independent key committees, which partially mitigates CEO/Chair concentration of power .
Investment Implications
- Alignment and dilution: Large evergreen equity plan and sizeable near-term vesting award to CEO raise dilution and supply risk; however, ongoing buybacks ($46.3M through Nov 13, 2025 under a $250M authorization) may offset some selling pressure near the Jan 2, 2026 vest date .
- Pay-for-performance risk: Single-trigger CoC payment (2% of market cap or TEV) and additional termination payment (1% of market cap or TEV within first 36 months) create potential windfall risk not contingent on multi-year outcomes, while annual bonus metrics are not disclosed—investors should press for clearer performance linkages and potential rebalancing to double-trigger structures .
- Governance checks: Lead Independent Director, independent committees, clawback policy, and double-trigger acceleration for Alternative Awards are positives balancing a combined CEO/Chair structure .
- Track record and execution: Capital markets experience and DeFi/RWA positioning underpin strategy; prior Emerald Oil bankruptcy underscores the importance of risk controls and disciplined capital allocation in volatile markets .