Alexander Matina
About Alexander Matina
- Chief Executive Officer, President, Treasurer, Secretary, and principal financial officer of Nu Ride Inc. (NRDE) since September 26, 2025; Class III Director on the Board . Age 49; B.S. in finance and accounting (summa cum laude) from Fordham University and MBA from Columbia Business School .
- Background: Managing Member at LANECR Consulting LLC; previously Portfolio Manager and leadership roles at MFP Investors LLC (2007–2023) investing across public and private markets .
- Company performance context (pre-dating his CEO tenure): 2024 net loss of $8.136 million and TSR measure of $56.71 for a hypothetical $100 invested from emergence (Mar 14, 2024) through year-end 2024 .
- Board leadership structure: Independent Chair (Andrew L. Sole); committees comprised solely of independent directors. Matina, as CEO, is not independent; separation of Chair/CEO roles mitigates dual-role concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MFP Investors LLC | Portfolio Manager and leadership roles | 2007–2023 | Value-oriented investing across public/private markets; experience in restructurings and special situations |
| LANECR Consulting LLC | Managing Member | Current | Strategic advisory/executive leadership platform |
External Roles
| Organization | Role | Years | Notes / Committee Roles |
|---|---|---|---|
| Trinity Place Holdings Inc. (public) | Director | Since 2013 | Real estate; public company board experience |
| Range Capital Acquisition Corp (SPAC) | Director | Since 2024 | Special purpose acquisition company |
| Range Capital Acquisition II (SPAC) | Director | Since 2025 | Special purpose acquisition company |
| S&W Seed Company (public) | Director | 2015–2025 | Agriculture sector board experience |
| SIXGEN (private) | Director | Current | Cybersecurity company |
| Standard Nuclear (private) | Director | Current | Nuclear fuel business |
| Prior: Crowheart Energy LLC (private) | Director | Prior | Energy sector governance |
| Prior: Madava Financial (private) | Director | Prior | Energy-focused finance |
| Prior: Papa Murphy’s (public) | Director | Prior | Restaurant sector governance |
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Base Salary | $415,000 | Per Employment Agreement dated Sept 26, 2025 |
| Healthcare Allowance | $4,000 per month | Until company benefits established |
| Director Cash Retainer (2024, pre-CEO) | $112,077 | Paid as non-employee director; upon becoming CEO, he “will not receive any compensation” for Board service beyond what’s provided in his employment agreement |
Notes:
- NRDE’s non-employee director program (as of Dec 4, 2024) provides $140,000 cash and $100,000 RSUs annually ($210,000 cash and $150,000 RSUs for Chair); the CEO is not eligible for additional director pay beyond employment agreement .
Performance Compensation
| Incentive | Metric/Structure | Target/Value | Payout/Acceleration | Vesting |
|---|---|---|---|---|
| Annual Bonus | Board-discretionary; factors may include deal sourcing/closing, share price, expense management | Discretionary (no stated % of salary) | Board has sole discretion; may defer based on cash flow | N/A |
| CEO RSUs | Time-vested RSUs | $50,000 FMV per year | N/A | 50% on each of first two anniversaries of grant; CoC acceleration |
| Board RSUs (while CEO) | Time-vested RSUs for Board service | $100,000 FMV per year (Employment Agreement); 8-K summary references $110,000 | N/A | 50% on each of first two anniversaries; CoC acceleration |
| Director RSUs (2024 grant) | Time-vested RSUs for directors | 52,747 RSUs per director granted May 13, 2024 | N/A | Vest quarterly through Jan 30, 2027; subject to certain accelerations |
Governance/Clawbacks:
- Company clawback policy (effective Oct 2, 2023) recovers erroneously awarded compensation upon restatement; award agreements and policy allow recovery for specified misconduct (e.g., felony, confidentiality breach, fraud) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 30,772 shares; less than 1% of Class A outstanding |
| RSUs Vesting Near-Term | Includes 30,772 shares underlying RSUs that vest within 60 days; settlement within 10 days after the earliest of: fifth anniversary of 5/13/2024 grant, change in control, or separation from service |
| Hedging/Pledging | Hedging, short sales, options on NRDE stock prohibited; pledging/margining requires pre-approval by General Counsel |
| Ownership Guidelines | Not disclosed in filings reviewed |
NOL and Trading Constraints (context for liquidity/pressure):
- NOL protective provisions restrict persons at/above 4.75% from additional acquisitions without authorization, affecting liquidity and accumulation dynamics .
Employment Terms
| Term | Detail |
|---|---|
| Start Date / Term | CEO effective Sept 26, 2025; employment continues until terminated under agreement |
| Severance (No Cause / Good Reason) | 6 months of base salary; pro-rated bonus at Board’s discretion; all RSUs issued in connection with employment vest on Release Effective Date; subject to executed release within 45 days |
| Cause / Good Reason | Cause includes willful failure to follow Board directives, dishonest misconduct, fraud, material breach, certain crimes, or major policy violations (with cure for certain items); Good Reason includes salary reduction, material diminution in title/authority/reporting, material Company breach, or relocation outside NYC metro (with notice/cure) |
| Change-in-Control | Time-based RSUs subject to acceleration upon change-in-control (per award terms); Director/Board RSUs also provide for CoC acceleration |
| Restrictive Covenants | Confidentiality; 12-month non-solicit of customers/vendors and non-solicit/hire of employees/contractors |
| Arbitration | Employment disputes subject to binding arbitration (JAMS) in New York; injunctive relief carve-out for covenant enforcement |
| D&O Coverage | Company to ensure D&O coverage during employment and for six years thereafter |
| Board Status on Termination | Employment termination does not automatically affect Board seat (governed by Company documents) |
Board Governance
- Structure: Independent Chair (Andrew L. Sole) and separate CEO (Matina). If Chair not independent, a Lead Independent Director is appointed; committees chaired by independent directors .
- Committee independence: Audit (Weiner—Chair; Sole, Wartell, Zyngier) with two “audit committee financial experts”; Compensation (Zyngier—Chair; Wartell; Weiner); Corporate Governance & Nominating (Wartell—Chair; Weiner; Zyngier) .
- Meetings/attendance: Board held 13 meetings in 2024; all directors then in office attended at least 75% of meetings and committee sessions .
Director Compensation (Context for dual-role implications)
| Name (2024) | Cash Fees | Stock Awards | Total |
|---|---|---|---|
| Alexander Matina (as non-employee director in 2024) | $112,077 | $80,055 | $192,132 |
- Updated non-employee director program (retroactive to Mar 14, 2024): $140,000 cash; $100,000 RSUs annually (Chair: $210,000 cash; $150,000 RSUs); 2-year vest; deferral available .
- As CEO, Matina will not receive additional Board compensation beyond what is provided in his employment agreement .
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting proposals include: say-on-pay (Board recommends FOR) and say-on-pay frequency (Board recommends every 3 years) .
Related Party Transactions (context)
- Prior CEO services provided via M3 Partners; upon Matina’s appointment, Amended M3 engagement continued for support services (litigation/trustee) -.
Risk Indicators & Red Flags
- Dual role (CEO + Director) mitigated by independent Chair, fully independent committees, and clawback/hedging restrictions .
- Limited severance (6 months) may elevate retention risk vs market, though equity accelerates on certain events .
- Company remains a shell focused on claim resolution/NOL preservation; ongoing litigation (Foxconn) and NOL transfer restrictions shape strategy and compensation design .
Compensation Structure Analysis
- Shift to largely time-based RSUs (2-year vest) for both CEO and Board indicates emphasis on retention over performance-conditioned awards; no disclosed PSU metrics or TSR/financial goals tied to CEO pay for 2025+ .
- Annual bonus is fully discretionary with no published weightings or targets, reducing pay-for-performance transparency .
- Robust clawback and hedging prohibitions improve alignment; pre-approval for pledging reduces risk of forced selling .
- Director RSU settlement features (potential deferral to fifth anniversary or earlier for CoC/separation) can reduce near-term selling pressure and align long-term horizons .
Investment Implications
- Alignment: Modest salary and meaningful, short-duration time-vested RSUs provide retention but limited explicit performance linkage; absence of PSU metrics could dilute pay-for-performance signaling .
- Retention Risk: Severance at 6 months is below many small-cap norms; however, CoC vesting and dual RSU streams (CEO + Board) help retain Matina through near-term strategic inflection points .
- Governance: Independent Chair and fully independent committees mitigate dual-role risks; strong insider trading/hedging/pledging controls reduce adverse trading signals .
- Liquidity/Trading: NOL protective provisions (4.75% threshold) and deferral mechanics on director RSUs suggest limited insider selling pressure, but also constrain shareholder accumulations that could catalyze change .
- Strategy Execution Risk: Company’s status as a post-emergence shell focused on litigation/NOL monetization increases reliance on management’s deal-making and litigation outcomes; bonus is discretionary rather than metric-tied, leaving room for Board judgment on realized value creation .