David Filippelli
Greenidge Generation HoldingsAbout David Filippelli
David Filippelli (age 51) has served on Greenidge’s board since February 2014. He is a Partner at Atlas Holdings, with nearly two decades of policy and advocacy experience, previously chairing the governmental affairs practice at Gibbons P.C., and earlier serving as legislative and communications director to a Member of Congress. He holds degrees from Fairfield University and American University’s Washington College of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gibbons P.C. | Chair, Governmental Affairs Practice | Not disclosed | Led team; primary public affairs advisor to companies, trade associations, nonprofits |
| U.S. Congress (Member’s office) | Legislative & Communications Director | Not disclosed | Policy, communications leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Atlas Holdings | Partner (investment team) | Since 2014 | Affiliation with controlling shareholder of Greenidge |
Board Governance
- Independence: Not independent under Nasdaq rules (independent directors identified as Neuscheler, Fearn, Rogers, Krug, Lowe) .
- Committees: Not listed as a member of Audit (Neuscheler, Lowe, Fearn) or Compensation (Fazio—Chair, Krug, Lay) in 2025; similarly excluded in 2024 (Audit: Neuscheler, Lowe, Rothaupt; Compensation: Fazio—Chair, Lay) .
- Controlled company: Greenidge qualifies as a “controlled company” and is exempt from certain Nasdaq independence requirements for committees and nominating/governance functions .
- Executive sessions: Independent directors meet at least twice per year without management or non-independent directors .
- Attendance: Board met 13 times in 2023 and 4 times in 2024; each director attended at least 75% of board and relevant committee meetings in both years .
Attendance Detail
| Year | Board Meetings | Attendance (Filippelli) |
|---|---|---|
| 2023 | 13 | ≥75% (each director met threshold) |
| 2024 | 4 | ≥75% (each director met threshold) |
Fixed Compensation
- Director cash retainers (context): $40,000 Board member (effective Jan 1, 2025); $20,000 Vice Chair; $10,000 Audit Chair .
- Filippelli fees: Receives no director compensation (cash or equity) .
| Year | Board Retainer ($) | Committee Fees ($) | Chair Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| 2023 | 0 | 0 | 0 | 0 |
| 2024 | 0 | 0 | 0 | 0 |
Performance Compensation
- No director equity or performance-based awards disclosed for Filippelli; the director compensation tables show zero stock/option awards for him in 2023–2024 .
- Company’s Third Amended and Restated 2021 Equity Incentive Plan sets performance criteria for employee awards (e.g., EPS, revenue, margins, TSR), but directors (including Filippelli) are not indicated as recipients of performance awards .
| Award Type | Grant Date | Shares/Units | Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| None disclosed for Filippelli | — | — | — | — | — |
Other Directorships & Interlocks
| Company/Entity | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed (public companies) | — | — | No other public company boards disclosed for Filippelli . |
| Atlas–Greenidge Interlocks | Atlas controls 70.4% of voting power | Affiliate Transaction Committee oversees related-party deals (members: Kovler, Neuscheler, Rogers) | Multiple related-party transactions with Atlas entities (letters of credit, Columbus property purchase; equity interest payment agreement) . |
Expertise & Qualifications
- Legal and public affairs expertise; led governmental affairs practice; significant advocacy and policy background .
- Private equity and investment experience through Atlas Holdings .
- Tenured Greenidge director since 2014 with company/industry familiarity .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Options/RSUs | Pledged Shares | Ownership % | Voting Power % |
|---|---|---|---|---|---|---|
| David Filippelli | 0 | 0 | None disclosed | None disclosed; hedging/pledging prohibited by policy | 0% | 0% |
- Anti-hedging/anti-pledging: Company policy prohibits hedging transactions and pledging/margin accounts for directors and employees, supporting alignment and risk control .
Governance Assessment
- Independence and conflicts:
- Not independent under Nasdaq rules; is a Partner at Atlas Holdings, which controls 70.4% of Greenidge voting power—potential conflict of interest given Atlas-related transactions (letters of credit, equity payments in stock, property purchase) .
- Board has an Affiliate Transaction Committee (Kovler, Neuscheler, Rogers) to review Atlas-related deals; Filippelli is not on that committee, which is a mitigating structure but relies on its effectiveness and independence .
- Committee effectiveness:
- Filippelli is not on Audit or Compensation Committees; as a controlled company, the Compensation Committee includes non-independent members, which can weaken pay governance rigor for executives/directors in general .
- Alignment and incentives:
- Receives no director cash or equity compensation; holds no beneficial ownership—limited direct “skin-in-the-game” at the personal level. Alignment is primarily via Atlas’s economic interests, which may not always be fully aligned with minority shareholders .
- Attendance and engagement:
- Met the company’s minimum attendance threshold (≥75%) in 2023 and 2024, indicating baseline engagement .
- Disclosure and compliance:
- Section 16 compliance noted for directors/officers, with late filings disclosed for certain executives but none attributed to Filippelli in 2023–2024 .
RED FLAGS
- Affiliation with controlling shareholder (Atlas) and non-independent status amid ongoing related-party transactions with Atlas (credit support, equity payments, property dealings) .
- No personal beneficial ownership and no director compensation—limited direct individual alignment with shareholder outcomes (alignment largely via Atlas) .
- Controlled company exemptions and non-independent Compensation Committee composition can reduce governance robustness .
Mitigants
- Existence of Affiliate Transaction Committee and Audit Committee with identified independent members and an audit committee financial expert (Neuscheler) .
Overall implication for investors: Filippelli brings legal/policy expertise and long company tenure, but his Atlas affiliation and lack of independent status, combined with material transactions involving Atlas, represent governance risks for minority shareholders. Monitor the functioning and disclosures of the Affiliate Transaction Committee, any future equity awards or ownership changes, and outcomes of related-party arrangements for fair dealing .