Timothy Fazio

About Timothy Fazio

Timothy Fazio is Chairman of the Board at Greenidge Generation Holdings Inc. (GREE), serving on the Board since February 2014, including as Chairman since April 2025 and previously from February 2014 to November 2023; he is 51 years old. He co-founded Atlas Holdings in 2002 and serves as its Co‑Managing Partner; he holds a B.A. in International Relations and a B.S. in Economics (Finance) from the University of Pennsylvania and is a Fellow of the Aspen Institute’s Finance Leadership Fellowship, with membership in the Aspen Global Leadership Network .

Past Roles

External Roles

Board Governance

• Independence status: GREE is a “controlled company” under Nasdaq rules; the Board currently has five independent directors (Neuscheler, Fearn, Rogers, Krug, Lowe), implying Mr. Fazio is not independent given his Atlas affiliation and Chair role .
• Attendance: The Board met four times in 2024; each director attended at least 75% of Board and committee meetings during his service period .
• Committees:
  • Compensation Committee: Chair (Timothy Fazio); members Christopher Krug and Jerome Lay; as a controlled company, the committee is not required to be entirely independent. Duties include CEO and Chairman compensation, equity awards, and incentive plan administration. One meeting held in 2024 .
  • Audit Committee: Chair (Michael Neuscheler); members Timothy Lowe and Kenneth Fearn; Neuscheler designated “audit committee financial expert.” Five meetings in 2024 .
  • Capital Committee: Members Fazio and Lay; oversees Purchase Authority Policy compliance .
  • Affiliate Transaction Committee: Members Kovler, Neuscheler, Rogers; reviews transactions involving the controlling stockholder and affiliates—provides a key conflict‑mitigation mechanism .
• Executive sessions and governance practices: Corporate Governance Guidelines include regular executive sessions of independent directors and limits on overboarding .
• Anti‑hedging/anti‑pledging: Company policy prohibits hedging and pledging of company securities by directors .

Fixed Compensation

• Program parameters: As of Jan 1, 2025, non‑employee director annual cash retainers were set at $40,000 for Board service, $20,000 for Vice Chair, and $10,000 for Audit Chair .
• Standard director equity for new non‑employee directors: example—annual retainer $40,000 plus an equity award valued at $100,000 vesting over three years (Mr. Zeynel upon election). Note: Mr. Fazio receives no director compensation from GREE .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Finance and investment leadership across private equity and stressed/change situations (Atlas; Pegasus). Education: Wharton finance concentration; dual degrees from University of Pennsylvania .
• Recognized leadership credentials: Aspen Institute Finance Leadership Fellowship; member AGLN .
• Board leadership experience at GREE including two tenures as Chairman .

Equity Ownership

• Record base: 12,089,407 Class A and 2,733,394 Class B shares outstanding as of the Record Date; Class B carries 10 votes per share .

Insider Trades and Section 16 Compliance

Governance Assessment

• Board effectiveness: Mr. Fazio’s deep investment background and long GREE tenure support compensation oversight and capital allocation expertise. He chairs the Compensation Committee and sits on the Capital Committee, concentrating significant influence over pay and spending .
• Independence and conflicts: GREE is a controlled company; Atlas‑affiliated entities hold 70.4% of voting power. Mr. Fazio’s Atlas leadership indicates non‑independent status and potential conflicts, particularly in compensation and capital decisions—this is a governance risk requiring robust safeguards .
• Conflict mitigation: The Affiliate Transaction Committee excludes Atlas affiliates and is staffed by CEO/independent directors (Kovler, Neuscheler, Rogers) to vet related‑party transactions—a positive control .
• Alignment: Anti‑hedging/anti‑pledging policies reduce misalignment risks; Mr. Fazio receives no director cash/equity compensation from GREE, which limits pay‑related conflicts but heightens reliance on transparent related‑party review for alignment .
• Attendance and engagement: Meets minimum attendance thresholds; Board met four times in 2024 with adequate participation—neutral to positive signal on engagement .
• RED FLAGS:
  • Controlled company with concentrated voting power and non‑independent Chair and Compensation Chair (Fazio), heightening conflict potential in executive pay and capital allocation .
  • Extensive Atlas interlock with GREE necessitates ongoing scrutiny of any affiliate transactions despite committee controls .

Implication for investors: Governance risk centers on related‑party influence and compensation oversight under controlled company exemptions; monitor Affiliate Transaction Committee outcomes, director pay practices, and any shifts in committee independence or charter rigor over time .