Neil Subin
About Neil S. Subin
Neil S. Subin (age 60) is an independent director of NextNav Inc., serving since August 2022. He is Chief Investment Officer of MILFAM, a single-family office for the Miller family, since January 2018; previously Chairman of Broadbill Investment Partners and founder/Managing Director of Trendex Capital, with deep expertise in distressed and special situations investing and telecom strategy execution . The Board has determined he is independent under Nasdaq rules and eligible for Audit Committee service under Rule 10A-3 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MILFAM (Miller family office) | Chief Investment Officer | Since Jan 2018 | Oversees investment strategy; special situations focus |
| Broadbill Investment Partners | Chairman | Not disclosed | Distressed/special situations mandate |
| Trendex Capital Management | Founder & Managing Director | Not disclosed | Focus on financially distressed companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Centrus Energy Corp. (NYSE: LEU) | Director (held) | Not disclosed | Nuclear fuel; board experience |
| Alimco Financial Corp. | Director (held) | Not disclosed | Financial services; board experience |
| Penn Treaty American Corp. | Director (held) | Not disclosed | Insurance; board experience |
| PHAZR Inc. | Director (held) | Not disclosed | Telecom tech; board experience |
| FiberTower Corp. | Director (held) | Not disclosed | Spectrum assets; telecom alignment |
| Phosphate Holdings, Inc. | Director (held) | Not disclosed | Industrial; board experience |
| Institutional Financial Markets, Inc. | Director (held) | Not disclosed | Financial markets; board experience |
| DynTek Inc. | Director (held) | Not disclosed | IT services; board experience |
Board Governance
- Committee memberships: Audit Committee member; not designated audit committee financial expert (experts are Marcus and Howe) .
- Independence: Board determined Subin (and all nominees except CEO) are independent; meets additional independence criteria for audit committees under Rule 10A-3 and Nasdaq 5605(c)(2)(A) .
- Meetings and attendance: 2024 Board met 6x; Audit 4x; Compensation 2x; Nominating 5x. Each director attended at least 75% of Board and their committee meetings in 2024 .
- Lead Independent Director: Alan B. Howe (from May 2024), transitioning to John B. Muleta effective May 2025; independent directors meet regularly in executive session .
- Anti-hedging/anti-pledging policy: Company prohibits directors from hedging or pledging company securities .
- Clawback policy: Incentive compensation recovery policy adopted under Rule 10D-1 (Nasdaq listing standards) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $45,000 | Non-employee director; prorated if not full year |
| Audit Committee member retainer | $5,000 | Per committee; prorated if not full year |
| Audit Committee chair retainer | $20,000 | In lieu of member retainer; not applicable to Subin |
| Compensation/Nominating chair retainer | $10,000 | In lieu of member retainer; not applicable to Subin |
| Fees earned or paid in cash (FY2024) | $43,620 | Reported actual for Subin |
Performance Compensation
| Equity Component | Grant Value / Shares | Vesting / Performance Metrics |
|---|---|---|
| Annual equity grant (typical) | $150,000; 17,740 restricted shares for non-employee directors (May 17, 2024) | Time-based vest to May 1, 2025; no performance metrics disclosed |
| Subin FY2024 stock awards | $164,888 | Aggregate grant-date fair value of restricted stock; time-based vesting; no director performance metrics disclosed |
Other Directorships & Interlocks
- The Board concluded no related transactions for new directors (Howard, Selby) upon appointment; Subin’s biography lists multiple prior board roles (see External Roles) .
- Executive sessions and independent majority mitigate interlock risks; all committees comprised of independent directors per Nasdaq rules .
Expertise & Qualifications
- Financial competency and special situations/distressed investing; telecom strategy execution experience relevant to NextNav’s spectrum and 3D PNT initiatives .
- Audit committee experience; independence under enhanced audit standards .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Composition / Notes |
|---|---|---|---|
| Neil S. Subin | 8,402,285 | 6.2% | Includes 4,594,568 shares; 3,789,977 warrants exercisable; 17,740 restricted shares vested or to vest within 60 days; holdings via MILFAM entities with control disclosures; no pledging disclosed |
Shareholder Voting Signal (2025)
| Proposal/Nominee | For | Withheld/Against | Broker Non-Votes/Abstain |
|---|---|---|---|
| Election: Neil S. Subin | 88,456,179 | 762,215 | 18,547,318 |
| Auditor ratification (EY for FY2025) | 107,216,148 | 237,820 | 311,744 abstain |
Governance Assessment
- Alignment: Material equity ownership (6.2%) aligns Subin with shareholder outcomes; company prohibits hedging/pledging, strengthening alignment .
- Committee effectiveness: Serves on Audit Committee; the committee meets financial literacy requirements and includes designated financial experts (Marcus, Howe); Subin participates in oversight of reporting, controls, related party transactions, and cybersecurity .
- Independence/attendance: Board determined independence under Nasdaq 5605; attended at least 75% of Board and committee meetings in 2024, indicating engagement .
- Potential conflicts — RED FLAG focus:
- Subin-affiliated entity purchased $6.3 million of 5.00% Senior Secured Convertible Notes due 2028 in March 2025 private placement; purchasers also received warrants and registration rights. While reviewed under related party policy and disclosed, director participation in company financing can create perceived conflicts (pricing, terms, future conversions) and dilution risk from warrants. Monitoring Audit Committee review and stockholder approvals is advised .
- Director pay mix: Standard cash retainer plus time-based restricted stock; no performance metrics tied to director equity grants, which is market standard but offers limited pay-for-performance linkage for directors. Subin’s FY2024 compensation totaled $208,508 (cash $43,620; stock $164,888) .
Overall, Subin brings deep capital markets and restructuring expertise, meaningful ownership alignment, and Audit Committee participation. The March 2025 financing involvement is a governance sensitivity requiring continued disclosure and oversight to preserve investor confidence .