Adam Rothstein
About Adam Rothstein
Adam Rothstein (age 53) joined Fathom Holdings’ board in 2025 as an independent director. He is a venture investor with 25+ years’ experience across tech, media, entertainment, and medical technology; Co‑Founder/GP of Disruptive Technology Partners and affiliated Disruptive Growth vehicles; venture partner at ReMY Investors & Consultants; and founder/managing member of 1007 Mountain Drive Partners and 890 5th Avenue Partners. He holds a B.S. in Economics from Wharton (summa cum laude) and an MPhil in Finance from the University of Cambridge .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Disruptive Technology Partners | Co‑Founder & General Partner | Not disclosed (current) | Israeli tech early-stage investing; capital formation and portfolio oversight |
| Disruptive Growth / Disruptive Technologies Opportunity Fund | General Partner / Sponsor | Not disclosed (current) | Late-stage tech vehicles; governance of investment processes |
| ReMY Investors & Consultants, LLC | Venture Partner | Not disclosed (current) | Investment diligence, board advisement |
| 1007 Mountain Drive Partners | Managing Member & Founder | Not disclosed (current) | Venture vehicle leadership |
| 890 5th Avenue Partners, LLC | Managing Member & Founder | Not disclosed (current) | Venture/SPAC vehicle leadership |
External Roles
| Company | Listing | Role | Tenure | Committees/Notes |
|---|---|---|---|---|
| BuzzFeed, Inc. | NASDAQ: BZFD | Director | Not disclosed | Committee roles not disclosed in FTHM proxy |
| Reservoir Media, Inc. | NASDAQ: RSVR | Director | Not disclosed | Committee roles not disclosed in FTHM proxy |
| Roth CH Acquisition Co. | USCTF | Director | Not disclosed | SPAC/holding entity; committee roles not disclosed |
| CoreMap Inc. | Private | Director | Not disclosed | Medtech governance |
| CE Sabadell FC | Spain | Majority Owner | Not disclosed | Club ownership governance |
| University of Colorado (Leeds School) | — | Advisory Board Member Emeritus | Not disclosed | Academic advisory (emeritus) |
Board Governance
- Independence: Listed as an “independent director” and member of the Audit Committee; board committees comprised of independent directors .
- Attendance: In 2024 the board met 7 times; Audit 5; Nominating & Governance 5; Compensation 4. All directors attended at least 75% of board/committee meetings, and all attended the 2024 Annual Meeting .
- Committee assignments (2025 and expected post‑AGM):
- Audit Committee: Hood (Chair), Rothstein, Gupta, Venable; expected post‑AGM Hood (Chair), Rothstein, Venable .
- Compensation Committee: Gupta (Chair), Flanders, Murray in 2024; expected post‑AGM Flanders (Chair), Murray, Rothstein .
- Nominating & Governance Committee: Venable (Chair), Gupta, Murray, Rothstein; expected post‑AGM Venable (Chair), Murray, Rothstein .
- Chair structure: Independent Chair of the Board (Scott Flanders) with agenda-setting authority; executive sessions held regularly among non‑employee directors .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual retainer (non-employee directors) | $50,000 cash | Paid to each independent director |
| Board Chair fee (independent) | $85,000 cash | Approved January 2024; effective November 2023 |
| Audit Committee Chair | $30,000 cash | Paid quarterly |
| Compensation Committee Chair | $15,000 cash | Paid quarterly |
| Nominating & Governance Chair | $15,000 cash | Paid quarterly |
| Audit Committee Member | $10,000 cash | Paid quarterly |
| Compensation Committee Member | $7,500 cash | Paid quarterly |
| Nominating & Governance Member | $5,000 cash | Paid quarterly |
Travel costs covered for up to four in-person board meetings annually .
Performance Compensation
| Grant Type | Amount/Units | Grant Date | Vesting | Notes |
|---|---|---|---|---|
| RSUs to directors (2024 cohort) | 43,478 units | Aug 19, 2024 | Vest Aug 18, 2025 | Granted to Flanders, Gupta, Hood, Murray, Venable |
| RSUs (Rothstein) | 56,117 units | Not disclosed | Vest on the date of the annual meeting | Included in Rothstein’s beneficial ownership footnote |
The proxy also references “one-year time‑vesting restricted stock units” as the annual equity for directors; narrative uses “stock options” in one place but detailed grants specify RSUs with vesting dates, indicating RSUs are the primary director equity vehicle .
Other Directorships & Interlocks
- 5%+ shareholder interlock: Prometheus Foundation owns 2,775,080 shares (9.9%); footnote states Leonard Esmond, Mark Siegel, and Adam Rothstein “may be deemed to beneficially own” the 2,117,824 shares beneficially owned by PF, linking Rothstein to a significant shareholder bloc .
- Board purchases: In March 2025, the company sold 832,639 shares to Board members in a $3.0M offering at $0.72 per share; proceeds to company ≈$0.5M after costs .
- Governance controls: Audit Committee oversees related‑party transactions pursuant to written charter; related-persons recuse from deliberations/votes .
Expertise & Qualifications
- Capital markets and venture governance across tech/media/medtech; multiple public/private boards .
- Academic credentials: Wharton B.S. Econ, Cambridge MPhil Finance .
- Committee readiness: Expected to join Compensation and continues on Audit and Nominating & Governance, aligning with finance and governance expertise .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notable Footnotes |
|---|---|---|---|
| Adam Rothstein | 830,401 | 2.9% | Includes 56,117 RSUs that vest on the date of the annual meeting |
| Prometheus Foundation | 2,775,080 | 9.9% | PF stake; Esmond, Siegel, and Rothstein may be deemed beneficial owners of PF shares |
- Shares pledged: No pledging disclosed in ownership footnotes for Rothstein .
- Options: No option holdings disclosed for Rothstein; several other directors hold fully vested options per footnotes (not applicable to Rothstein) .
Governance Assessment
- Board effectiveness: Rothstein adds venture and technology expertise and is integrated across key governance committees (Audit; Nominating & Governance; expected Compensation), supporting oversight of financial reporting, pay practices, and board refreshment .
- Independence and engagement: Classified independent; committees composed of independent directors; attendance thresholds met across 2024; executive sessions policy in place .
- Compensation alignment: Director pay structure mixes cash retainers with one‑year RSUs, aligning with shareholder interests while preserving independence; RSU vesting schedules are time‑based, typical for directors (no performance metrics disclosed for directors) .
- Potential conflicts and red flags:
- RED FLAG: Association with Prometheus Foundation’s 9.9% stake; Rothstein “may be deemed” a beneficial owner of PF shares, increasing influence concentration and potential perceived conflict in votes involving significant shareholder interests .
- Related‑party governance: Company executed financing with a >5% shareholder and the Chair; board share purchases in Mar‑2025; audit committee charter requires recusal and oversight—mitigates but does not eliminate perceived conflicts .
- Section 16 compliance: 2025 proxy lists several late Form 4 filings for other insiders; Rothstein not listed, implying no reported delinquencies for him in 2024 activity .
Overall signal: Rothstein’s multi‑committee presence and venture discipline are positives for board oversight. The PF link is a governance sensitivity—monitor committee recusal practices and voting behavior in transactions impacting large holders .
Committee Membership Snapshot (2025; expected post‑AGM)
| Committee | Current Members | 2024 Meetings | Expected Post‑AGM Composition |
|---|---|---|---|
| Audit | Hood (Chair), Rothstein, Gupta, Venable | 5 | Hood (Chair), Rothstein, Venable |
| Compensation | Gupta (Chair), Flanders, Murray | 4 | Flanders (Chair), Murray, Rothstein |
| Nominating & Governance | Venable (Chair), Gupta, Murray, Rothstein | 5 | Venable (Chair), Murray, Rothstein |
Director Attendance & Meeting Load (2024)
| Body | Meetings Held | Attendance Note |
|---|---|---|
| Board | 7 | All directors ≥75% attendance; all attended 2024 Annual Meeting |
| Audit | 5 | — |
| Compensation | 4 | — |
| Nominating & Governance | 5 | — |
Director Compensation Structure (2024 Policy)
| Component | Amount | Frequency |
|---|---|---|
| Annual cash retainer | $50,000 | Annual |
| RSU grant (time‑vesting) | $100,000 | Annual (1‑year vest) |
| Chair fees (Board/Audit/Comp/NomGov) | $85,000 / $30,000 / $15,000 / $15,000 | Annual (paid quarterly) |
| Committee member fees (Audit/Comp/NomGov) | $10,000 / $7,500 / $5,000 | Annual (paid quarterly) |
Note: The proxy’s narrative mentions “stock options” once, but detailed grant disclosures and vesting dates indicate RSUs as the director equity instrument for 2024 .
Related-Party Transactions (Context)
| Transaction | Counterparty | Amount/Terms | Governance Treatment |
|---|---|---|---|
| Sale of Dagley Insurance Agency | Nathan Dagley | $15.0M; staged cash receipts (2024–2026) | Standard review |
| Convertible Notes (2024) | >5% shareholder; Board Chair | $5.0M; proceeds ≈$4.9M net | Related‑party oversight |
| Purchase of Hometown Heroes, LLC | Joshua Harley (founder; >20% holder) | $500,000; installment schedule | Approved by disinterested directors |
| March 2025 Equity Offering | Board members | 832,639 shares @ $0.72; gross $0.6M | Offering proceeds ≈$0.5M after costs |
Audit Committee charter requires pre‑approval and recusals for related‑party items .
Insider Trades
- Attempted to retrieve Form 4 transactions for Adam Rothstein (2024–2025) using the insider-trades skill; access was unauthorized (HTTP 401). No Form 4 details are disclosed in the proxy for Rothstein. Will update upon data access [insider-trades skill run result].