Alexandre Zyngier
About Alexandre Zyngier
Alexandre Zyngier (age 56) is a Class II independent director of Nu Ride Inc. (NRDE) serving since March 2024. He is Managing Director and Founder of Batuta Capital Advisors LLC (since 2013), holds an MBA in Accounting and Finance from the University of Chicago, and is designated by NRDE’s Board as an audit committee financial expert; he currently chairs the Compensation Committee and serves on the Audit and Corporate Governance & Nominating Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Appvion Holding Corp (private paper/packaging) | Director | Feb 2019 – Dec 2021 | Not disclosed |
| GT Advanced Technologies Inc. (private advanced materials) | Director | Mar 2016 – Nov 2021 | Not disclosed |
| Torchlight Energy Resources Inc. (public E&P) | Director | Jun 2016 – Jun 2021 | Not disclosed |
| Eileen Fisher Inc. (private retail) | Director | Nov 2020 – May 2021 | Not disclosed |
| AudioEye, Inc. (public software) | Director | Sep 2015 – Jul 2020 | Not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Beyond Meat (public plant-based foods) | Director | Since Oct 2025 | Public company board |
| Urgently Inc. (software-enabled roadside assistance) | Director | Since Jan 2025 | Private company |
| Unifin Financiera SAB de CV (Mexican finance) | Director | Since Aug 2024 | Public in Mexico |
| Slam Corp (SPAC) | Director | Since Feb 2023 | Public SPAC |
| COFINA Puerto Rico (Puerto Rico Sales Tax Financing Corp.) | Director | Since Feb 2019 | Government-related entity |
| Atari SA (public video games) | Director | Since Aug 2014 | Public company board |
| Batuta Capital Advisors LLC | Managing Director & Founder | Since 2013 | Investment/advisory firm |
Board Governance
- Independence: Board determined all non-employee directors (including Zyngier) are independent under NASDAQ Rules .
- Attendance: Board met 13 times in 2024; all directors then in office attended ≥75% of Board and committee meetings; Audit (3), Compensation (3), Corporate Governance & Nominating (1) meetings held in 2024 .
- Committee structure and assignments:
- Audit Committee: Chair Neil Weiner; members Andrew Sole, Michael Wartell, and Alexandre Zyngier; Weiner and Zyngier qualify as “audit committee financial experts” .
- Compensation Committee: Chair Alexandre Zyngier; members Michael Wartell and Neil Weiner; retained LB&Co as compensation consultant for director pay review in 2024 .
- Corporate Governance & Nominating Committee: Chair Michael Wartell; members Neil Weiner and Alexandre Zyngier .
- Board leadership: Chairman of the Board is Andrew L. Sole; CEO is Alexander C. Matina; Lead Independent Director appointed only if Chairman is not independent per guidelines .
Fixed Compensation
| Component | Structure | Amounts (Director Program) | Zyngier 2024 Actuals |
|---|---|---|---|
| Cash Retainer | Updated Dec 4, 2024 (retro to Mar 14, 2024): $140,000 per year; $35,000 quarterly in advance; Chairman $210,000 | $140,000 (Chair $210,000) | $112,077 cash fees (2024) |
| Retro Cash True-Up (2024) | Paid upon program adoption | $73,835 per director; $129,873 for Chairman | Included in 2024 cash figures |
| Committee Fees | No separate committee fees disclosed in updated program (prior board had fee schedules) | N/A (updated program) | N/A |
Performance Compensation
| Equity Element | Grant Terms | Vesting | 2024/2025 Amounts |
|---|---|---|---|
| Annual RSU grant (updated program) | $100,000 FMV per director ($150,000 Chairman); grant date first trading day in January starting 2025; subject to change-in-control acceleration | 50% on 1st anniversary; 50% on 2nd anniversary of grant date | 2025 grants: $84,055 for directors (after credits from May 2024 RSU); Chairman $174,082 (includes $24,082 2024 retro + $150,000 2025) |
| May 13, 2024 RSU program (three-year) | $96,000 aggregate per director ($8,000 per quarter FMV), based on closing price on May 13, 2024; acceleration on certain events | Vest quarterly through Jan 30, 2027 | Portion credited against updated program equity fees ($80,055 for directors; $96,000 for Chairman) |
| Deferral Elections | Directors may defer RSU settlement to the earliest of 5 years, change in control, or separation of service; election must be made in prior calendar year | N/A | Policy in place |
| Options | Company does not contemplate option awards for directors under current arrangements | N/A | None |
| Performance Metrics | No director equity tied to specific performance metrics disclosed | N/A | Not disclosed |
Equity plan safeguards include: no repricing/cash buyouts of underwater options/SARs without stockholder approval; no dividends paid on unvested RSUs/performance awards; “non‑liberal” change-in-control definition; clawback provisions embedded in Award agreements .
Other Directorships & Interlocks
| External Board | Potential Interlock/Conflict with NRDE |
|---|---|
| Beyond Meat; Atari SA; Unifin; Urgently; Slam Corp; COFINA PR | Proxy does not disclose any related-party transactions involving Zyngier or these entities; Related Party Transactions section details Foxconn and M3 Partners matters without links to Zyngier . |
Expertise & Qualifications
- Investment management and advisory experience across restructurings and special situations; founder of Batuta Capital Advisors .
- Audit committee financial expert designation; can read and understand fundamental financial statements per committee requirements .
- MBA in Accounting and Finance (University of Chicago) .
- Extensive public and private board service spanning technology, consumer, finance, energy, and government-related entities .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 223,248 shares of Class A common stock (1.4% of outstanding) |
| RSUs vesting within 60 days | 30,772 shares; settlement within 10 days following the earliest of 5th anniversary of grant (May 13, 2024), change in control, or separation of service |
| Indirect holdings | 192,476 shares owned by HZ Investments LLC; Zyngier is managing member and disclaims beneficial ownership except to the extent of pecuniary interest |
| Shares outstanding reference | 16,096,296 Class A shares outstanding as of Oct 17, 2025 (basis for % ownership) |
| Hedging/Pledging policy | Hedging prohibited; pledging requires pre-approval by General Counsel; no pledges by Zyngier disclosed |
Governance Assessment
- Positive signals:
- Independent director with audit financial expert designation; chairs Compensation Committee and serves on Audit and Corporate Governance & Nominating—positions central to governance quality and oversight .
- Documented attendance threshold met (≥75% of Board/committee meetings in 2024); active committee cadence (Audit 3x; Comp 3x; Gov/Nom 1x) indicates engagement .
- Ownership alignment: meaningful equity via RSUs and direct/indirect holdings (1.4%); deferral options encourage longer-term orientation; Company prohibits hedging and restricts pledging .
- Compensation governance practices: independent Compensation Committee, external consultant (LB&Co), no option repricing, clawbacks in equity plan and separate policy .
- Watch items:
- Multi-board commitments across several public companies (Beyond Meat, Slam, Atari) and others may increase time demands; however, proxy reports attendance compliance and committee activity .
- NRDE’s director compensation program increased guaranteed cash/equity versus initial post‑emergence quarterly framework; monitor for pay escalation and dilution given ongoing equity plan share increases (4,000,000 authorized if amended) .
- Related party transactions oversight: current disclosures highlight Foxconn and M3 Partners; no Zyngier-linked transactions disclosed, but continued vigilance via Audit Committee review policy is prudent .
Board Governance (Additional Company Context)
- Say‑on‑pay and frequency: Board recommends approval of NEO compensation and a 3‑year frequency for future advisory votes .
- Clawback policy: Adopted Oct 2, 2023; recovery of erroneously awarded compensation following restatements; additional forfeiture triggers for misconduct .
RED FLAGS
- None disclosed specific to Zyngier: no related‑party transactions, pledging/hedging, or attendance issues identified in proxy; note that a delinquent Section 16(a) filing was reported for another director (Neil Weiner), not Zyngier .
- Equity dilution watch: Proposed increase to equity plan shares and director equity-heavy pay mix warrant monitoring for alignment and dilution impact .