Michael Geltzeiler
About Michael Geltzeiler
Independent director since November 2023 (age 66 as of July 18, 2025). Former public-company CFO (NYSE Euronext 2008–2013; ADT Corporation 2013–2016; previously Reader’s Digest), with a B.S. in Accounting (University of Delaware) and MBA in Finance (NYU Stern). Identified by the Board as the Audit Committee financial expert and serving as Audit Committee Chair; also intends to retire from the Board in fall 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NYSE Euronext | Chief Financial Officer | Jun 2008 – Nov 2013 | Public-company CFO; audit and capital markets expertise |
| ADT Corporation | Chief Financial Officer | Nov 2013 – Jun 2016 | Public-company CFO; operational and finance leadership |
| Reader’s Digest | Chief Financial Officer | Not disclosed | Additional CFO experience cited by Board |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cypress Creek Renewables (private) | Director | Oct 2018 – Dec 2021 | Director at private renewables company |
Board Governance
- Committees and roles (as of July 18, 2025): Audit Committee (Chair; Financial Expert), Compensation Committee (Member), Nominating & Corporate Governance Committee (Member). All three members of these committees (including Mr. Geltzeiler) satisfy Nasdaq and SEC independence requirements. Audit met 4x in FY2024; Compensation met 2x; Nominating held 0 meetings.
- Attendance: All directors then serving attended at least 75% of Board/committee meetings in 2024. The Board held 27 meetings (and acted by written consent) in 2024; Board committees collectively held 6 meetings.
- Nomination/tenure: Director since Nov 2023; nominated for re‑election on Jun 26, 2025; Company disclosed Mr. Geltzeiler intends to retire in fall 2025 (Board plans to appoint a successor with financial and cryptocurrency expertise).
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Cash fees (retainers + committee fees) | $60,000 | Fees earned or paid in cash for FY2024 |
| Director compensation policy (effective Jul 22, 2025) | $25,000 quarterly cash retainer | Chair of Board: +$15,000 quarterly; Audit Chair: +$10,000 quarterly (members +$5,000); Compensation Chair: +$10,000 quarterly (members +$5,000); Nominating Chair: +$10,000 quarterly (members +$5,000) |
| FY2024 policy (pre‑Jul 2025) | $40,000 annual cash retainer | Audit Chair +$20,000; Audit member +$10,000; Compensation Chair +$15,000; member +$7,500; Nominating Chair +$10,000; member +$5,000 |
Performance Compensation
| Equity Award | Grant detail | Vesting/Terms | Grant-date value |
|---|---|---|---|
| RSUs (annual FY2024 grant) | 61,481 RSUs (768 RSUs post reverse split adjustment) to each then-serving non‑employee director | Vested on Jun 12, 2025 | $40,000 |
| Options (annual FY2024 grant) | Options to purchase 85,106 shares (1,064 post split) at $0.65 exercise price, granted to non‑employee directors | Exercisable on Jun 12, 2025 | $40,000 |
| One-time RSU grant (2025) | 50,000 RSUs to each non‑employee director (granted on Annual Meeting date) | Vests: 25,000 on Dec 15, 2025; 12,500 on May 26, 2026; 12,500 on Aug 16, 2026; accelerates on change in control or if Board service concludes other than self-initiated step‑down | N/A (one-time grant) |
| Ongoing annual RSU grant (from 2026) | Annual equity award valued at $185,000 (RSUs) | Standard annual grant for non‑employee directors beginning 2026 | $185,000 |
- Change‑in‑control terms (2025 one-time RSUs): immediate full vesting upon change in control or upon conclusion of Board service for reasons other than a self‑initiated decision to step down. If a director self‑initiates a step‑down (e.g., retirement), acceleration does not apply.
- Committee oversight: Compensation Committee (independent) evaluates and sets director pay; authorized to engage outside advisors.
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Mr. Geltzeiler in the 2025 proxy.
- Interlocks/related parties: Audit Committee reviews/approves related‑party transactions; Company reports no material related‑party transactions since Jan 1, 2023 beyond those described (none involving Mr. Geltzeiler).
Expertise & Qualifications
- Designated Audit Committee Financial Expert under Item 407(d)(5)(ii) (Reg S‑K); extensive CFO experience (NYSE Euronext, ADT, Reader’s Digest); formal finance education (B.S. Accounting; MBA Finance).
Equity Ownership
| Beneficial Ownership (as of Jul 8, 2025) | Amount | % of Outstanding | Notes |
|---|---|---|---|
| Total shares beneficially owned | 9,437 | * (<1%) | Includes vested but undelivered RSUs and options exercisable within 60 days |
| Vested & undelivered RSUs | 8,015 | — | Counted in beneficial ownership |
| Options exercisable within 60 days | 1,422 | — | Counted in beneficial ownership |
- Hedging/pledging: Company policy “strongly discourages” hedging, margin, and pledging by directors (not an outright prohibition).
Insider Trades (Form 4 highlights)
| Filing date | Period of report | Summary |
|---|---|---|
| Apr 23, 2025 | Apr 21, 2025 | Statement of changes in beneficial ownership filed by Michael S. Geltzeiler (EYEN CIK 0001682639; reporting owner CIK 0001182139). |
| Jul 9, 2025 | Various (vest on Jun 20, 2025) | Company IR site notes grants vested in full upon closing of private placement financing on Jun 20, 2025; signed by Michael Geltzeiler. |
Earlier disclosures (10‑K/A filed Apr 30, 2025) detail initial Board grants on Nov 14, 2023 (RSUs and options) upon his appointment.
Governance Assessment
-
Strengths
- Independent director with deep CFO experience; designated Audit Committee Financial Expert; chairs Audit Committee.
- Active Board cadence (27 Board meetings in 2024) and committee independence; at least 75% attendance threshold met by all directors.
- Related‑party oversight by Audit Committee; no material related‑party transactions disclosed involving Mr. Geltzeiler.
-
Watch items / RED FLAGS
- Transition risk: disclosed intention to retire in fall 2025; as Audit Chair/financial expert, his departure necessitates a capable replacement; Board signaled plan to appoint successor with finance/crypto expertise.
- Director pay escalation and structure: 2025 amendments materially increase cash retainer (~$100k annualized), add sizeable one‑time 50,000 RSU grant with single‑trigger CIC vesting; ongoing RSU grant of $185k from 2026—investors may scrutinize cost/structure relative to company size/performance.
- Nominating & Governance Committee held zero meetings in 2024, which can raise questions about board refreshment and evaluation cadence.
- Audit environment: Former auditor’s reports included going‑concern language and disclosed material weaknesses as of Dec 31, 2024; as Audit Chair, oversight of remediation and auditor transition (from Marcum to CBIZ) is a key risk focal point.
-
Alignment
- Ownership position is modest (<1%); however, mix includes vested but undelivered RSUs and near‑term exercisable options; the company discourages—but does not prohibit—hedging/pledging.
Notes and Additional Context
- Committee charters (Audit, Compensation, Nominating) include ESG oversight responsibilities.
- Director compensation timing: annual equity grants historically in May/June; neither Board nor Compensation Committee times grants around MNPI.