Robert Nadolny
About Robert Nadolny
Robert Nadolny, age 37, is Chief Financial Officer and Secretary of MultiSensor AI Holdings (MSAI) and has served as CFO since January 6, 2025; he previously served as Vice President–Controller from August 2024 to January 2025 . He is a CPA licensed in Texas and California with a BBA and MPA from the University of Texas at Austin (McCombs) and spent 2011–2024 at Ernst & Young (EY), including 2018–2020 as the firm’s Global Assurance Technology Sector Resident, focused on analytics, audit efficiency, forecasting and controls . Company operating trends during his tenure show modest quarterly revenue growth and improving EBITDA losses (see table below), framing the financial context for his pay-for-performance programs.
• CFO appointment: Jan 6, 2025; Secretary designation in filings
• Education/credentials: UT Austin BBA/MPA; CPA (TX/CA); EY senior roles
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young (EY) | Senior Manager; Global Assurance Technology Sector Resident | 2011–2024; Resident 2018–2020 | Led analytics and audit efficiency; assessed financial statements and controls; enhanced forecasting/models |
| MultiSensor AI Holdings | VP – Controller | Aug 2024–Jan 2025 | Prepared for CFO role; oversaw controls and financial operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | — |
Fixed Compensation
| Item | Amount/Terms | Source |
|---|---|---|
| Base Salary | $250,000 annualized | |
| Target Annual Bonus | 50% of base salary; payout range 0–100% based on Compensation Committee-set goals | |
| One-Time Spot Bonus (2024) | $20,000 cash for 2024 performance (cost reduction) | |
| Vacation | Eligible per company policy | |
| Benefits | Eligible for standard employee benefits (group health, etc.) | |
| Business Expenses | Reimbursed per policy with documentation |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Performance Stock Units (PSUs) – Feb 5, 2025 grant (48,076 PSUs) | Company-set performance goals | Not disclosed | Not disclosed | Not disclosed | Variable | Superseded by cancellation (see equity section) |
| Performance Stock Units (PSUs) – Sept 2025 & Jan 2027 grants (400,000 PSUs total, split equally) | Company-set performance goals (pre-established) | Not disclosed | Not disclosed | Not disclosed | Variable | Vest upon attainment of goals; 200,000 PSUs granted Sept 2025; 200,000 PSUs granted Jan 2027 |
| Restricted Stock Units (RSUs) – Feb 5, 2025 grant (48,076 RSUs) | Time-based | — | — | — | — | Amended vesting: 25% vested Aug 26, 2024; +25% on Jan 1, 2026/2027/2028 (see schedule) |
| Restricted Stock Units (RSUs) – Sept 2025 & Jan 2027 grants (100,000 RSUs total, split equally) | Time-based | — | — | — | — | 50,000 RSUs granted Sept 2025 vest 25% annually starting Jan 1, 2026; 50,000 RSUs granted Jan 2027 vest 25% annually starting Jan 1, 2027 |
The company’s clawback policy applies to executive officers upon qualifying financial restatements, and the Insider Trading Policy prohibits hedging transactions in company stock .
Equity Ownership & Alignment
| Award/Arrangement | Shares | Grant/Action Date | Vesting & Terms | Notes |
|---|---|---|---|---|
| RSU Award (2024 Award, granted Aug 26, 2024; vesting amended Feb 5, 2025) | Notional RSU count under 2024 Award (number not specified in filing) | Aug 26, 2024 (amended Feb 5, 2025) | Amended: 25% vested as of Aug 26, 2024; 25% on Jan 1, 2026; 25% on Jan 1, 2027; 25% on Jan 1, 2028; full acceleration if terminated without Cause or resigns with Good Reason | Exact 2024 RSU quantity not disclosed in agreement excerpt |
| RSU Award | 48,076 | Feb 5, 2025 | As above (amended schedule applies) | |
| PSU Award | 48,076 | Feb 5, 2025 | Cancelled by PSU Cancellation and Release Agreement effective Sept 26, 2025 | Replaced with larger PSU package |
| RSU Awards (split) | 100,000 (50,000 each) | Sept 2025; Jan 2027 | Each grant vests in four equal annual installments: Sept-2025 grant: 12,500 on 1/1/2026, 1/1/2027, 1/1/2028, 1/1/2029; Jan-2027 grant: 12,500 on 1/1/2027, 1/1/2028, 1/1/2029, 1/1/2030 | |
| PSU Awards (split) | 400,000 (200,000 each) | Sept 2025; Jan 2027 | Vest upon attainment of performance goals over defined performance periods (pre-established; discretion noted) | |
| Award Acceleration (employment-agreement level) | — | Feb 5, 2025 | If terminated without Cause or resigns with Good Reason, RSU Award(s), PSU Award(s), and 2024 Award vest in full as of termination | “Good Reason” includes material diminution, material breach, or forced relocation >50 miles (with notice/cure) |
| Plan-level Change in Control | — | Plan adopted Dec 19, 2023; amendment Apr 17, 2025 | If awards are not continued/assumed/replaced in a Change in Control, outstanding awards become fully vested/exercisable/payable immediately prior to the transaction | Applies under the 2023 Incentive Award Plan |
Hedging & Pledging: Hedging of company stock is prohibited by policy; pledging was not expressly disclosed .
Clawback: Company maintains a Dodd-Frank/Nasdaq-compliant clawback policy covering executive officers .
Ownership guidelines: Not disclosed for executives in the proxy.
Vesting Schedules (RSUs)
| Grant | Shares | Installment Dates | Shares per Installment | Source |
|---|---|---|---|---|
| 2024 Award (amended) | Not specified | 8/26/2024; 1/1/2026; 1/1/2027; 1/1/2028 | 25% each date | |
| 2/5/2025 RSU | 48,076 | Same amended schedule as above | See amended schedule | |
| 9/2025 RSU | 50,000 | 1/1/2026; 1/1/2027; 1/1/2028; 1/1/2029 | 12,500 each | |
| 1/2027 RSU | 50,000 | 1/1/2027; 1/1/2028; 1/1/2029; 1/1/2030 | 12,500 each |
Employment Terms
| Term | Details | Source |
|---|---|---|
| Role & Effective Date | CFO (and Treasurer) effective Feb 5, 2025 under employment agreement; CFO appointment Jan 6, 2025 | |
| Term & Renewal | Initial one-year term; auto-renews annually unless either party gives 60 days’ notice | |
| At-Will; Notice | Employment at-will; 90-day notice for resignation or termination without Cause (payable through notice period or in lieu) | |
| Good Reason | Material diminution in duties/title; material breach by Company; required relocation >50 miles (with notice/cure) | |
| Non-Compete & Non-Solicit | 12-month post-termination non-compete (global in company’s field) and non-solicitation; non-disparagement provisions | |
| Arbitration | Employment disputes subject to AAA Employment Rules; FAA-governed; jury trial waived (with statutory exceptions) | |
| Indemnification | Company expects standard indemnification agreement for officers |
Company Operating Trends During Nadolny’s Tenure
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenue ($USD) | $1,400,000* | $1,170,000* | $1,419,000* | $1,574,000* |
| EBITDA ($USD) | $(2,552,000)* | $(4,352,000)* | $(2,997,000)* | $(1,361,000)* |
Values retrieved from S&P Global.*
Supporting disclosure for the quarter ended September 30, 2025 shows revenue of $1.574 million and net loss of $1.677 million, consistent with ongoing operating improvements .
Additional Governance & Policy Notes
- Clawback policy effective December 19, 2023; applies to executive officers for restatements .
- Insider Trading Policy prohibits hedging transactions (e.g., collars, swaps, exchange funds) .
- Compensation Committee engaged FW Cook in 2024 as independent consultant for executive pay design and competitive data .
- Nadolny signs SEC reports and certifications as CFO and Secretary (e.g., 10-Q, 8-Ks, certifications) .
Investment Implications
- Alignment and leverage: A relatively modest cash base ($250k) and 50% target bonus paired with significant multi-year equity awards (100k RSUs and 400k PSUs) increases alignment to long-term value creation; PSUs contingent on performance provide upside leverage .
- Retention vs. exit optionality: Employment-agreement single-trigger equity acceleration upon termination without Cause or resignation with Good Reason reduces downside risk to the executive and could modestly increase voluntary exit optionality if conditions are met; however, plan-level double-trigger (non-assumption) acceleration only applies if awards aren’t continued in a Change in Control, supporting continuity in most transactions .
- Selling pressure: The shift from a smaller 48,076 PSU to a larger 400,000 PSU package and 100,000 RSUs sets up potential future settlement events; while immediate insider sale activity was not identified in scanned filings, eventual vesting/settlement cycles could create episodic selling pressure, particularly around settlement dates .
- Policy safeguards: Clawback and hedging prohibition mitigate misalignment risk; no disclosed pledging, cash severance multiples, or tax gross-ups—shareholder-friendly features .
Overall, Nadolny’s package emphasizes equity-based, performance-contingent incentives with protective acceleration on adverse employment events, aligning his outcomes to revenue/EBITDA trajectory improvements while maintaining governance safeguards.
Citations:
Executive profile & education ; CFO appointment & roles ; Fixed & performance compensation ; Cancellation/regrant details ; Plan-level CIC ; Clawback & hedging policy ; Quarterly results snapshot ; Committee consultant .