Andrew Sole
About Andrew L. Sole
Andrew L. Sole (age 61) is Chairman of the Board (independent) and a Class III director of Nu Ride Inc. (NRDE) since March 14, 2024; he also serves on the Audit Committee. He is Co-founder and Managing Member of Esopus Creek Advisors, a long-term value investor with a focus on small/mid-cap and distressed public companies; he has 30+ years of investment experience and has served as a fiduciary on official creditor and equity committees in numerous bankruptcies. Sole holds a B.S. in Mathematics (Union College) and a J.D. (cum laude, Order of the Coif) from Cardozo School of Law and is a licensed attorney in New York .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Esopus Creek Advisors (GP to Esopus Creek Value Series Fund LP) | Co-founder & Managing Member | 2005–present | Concentrated, long-term value investing; small/mid-cap and distressed focus |
| Esopus Creek Partners / Esopus Creek Capital | Managing Partner | 2002–2005 | Predecessor firms focused on long-term investments in public securities |
| Various Chapter 11 cases | Fiduciary | ~18 years | Served on official creditor and equity holder committees in numerous bankruptcies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company board roles disclosed for Mr. Sole beyond NRDE |
Board Governance
- Role and structure: Independent Chairman of the Board; CEO role is separate (Alexander Matina). The Board maintains a split Chair/CEO structure; a Lead Independent Director is designated only if the Chair is not independent (not applicable as Sole is independent) .
- Committee assignments: Audit Committee member; Audit Committee is chaired by Neil Weiner. Audit Committee members (Weiner, Sole, Wartell, Zyngier) meet NASDAQ and Rule 10A‑3 independence requirements; Weiner and Zyngier are designated audit committee financial experts (Sole is not designated as a “financial expert”) .
- Independence: The Board determined all non‑employee directors are independent under NASDAQ rules; all three standing committees are composed solely of independent directors .
- Attendance and activity: In FY2024, the Board held 13 meetings; all directors then in office attended at least 75% of Board and applicable committee meetings. Committee meetings in FY2024: Audit (3), Compensation (3), Corporate Governance & Nominating (1) .
Fixed Compensation
| Item | 2024 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (Sole) | $168,115 | Includes retroactive cash fees following new program adopted Dec 4, 2024 (retroactive to Mar 14, 2024); Chairman retro cash = $129,873 |
| Stock awards (Sole) | $120,082 | Portion of May 2024 RSU grant credited against updated equity fees; Chairman’s full $96,000 May 2024 RSU counted toward 2024 equity fees |
| Total (Sole) | $288,197 | Sum of cash and stock awards for 2024 |
| Current Non‑Employee Director Pay Program (effective retroactive to Mar 14, 2024) | Chairman | Other Directors | Key Terms |
|---|---|---|---|
| Annual cash retainer | $210,000 | $140,000 | Payable quarterly in advance |
| Annual equity (RSUs, FMV) | $150,000 | $100,000 | Grants on first trading day of January; vests in two equal tranches on 1st and 2nd anniversaries; subject to acceleration on change in control; deferral elections available (must elect in prior calendar year) |
| 2025 RSU grant FMV | $174,082 (Chair) | $84,055 (others) | Chair includes $24,082 retro 2024 equity + $150,000 for 2025; others’ May 2024 RSU ($15,945) credited against 2025 equity |
| May 13, 2024 3‑year RSU grant (initial) | $96,000 | $96,000 | Vests quarterly through Jan 30, 2027; subject to acceleration; part of equity fee true‑up |
Additional program features: Equity awards currently use RSUs; no option awards contemplated for directors; compensation consultant LB&Co engaged by the Compensation Committee to benchmark non‑employee director pay .
Performance Compensation
Director equity is time‑based (RSUs); no disclosed use of performance metrics (e.g., TSR or EBITDA) for director compensation.
| Performance Element | For NRDE Directors | Evidence |
|---|---|---|
| Performance share units (PSUs) | Not used for non‑employee director program | Program specifies annual RSUs; no options; PSUs allowed by plan but not used for directors |
| Time‑based vesting | Used | Annual RSUs vest in two equal tranches; May 2024 RSUs vest quarterly to Jan 2027 |
| Change‑in‑control vesting | Plan avoids “single‑trigger”; Committee discretion | Equity plan prohibits single‑trigger vesting and repricing; treatment at change in control at Committee discretion |
| Clawback/forfeiture | In place | Company clawback policy (Oct 2, 2023) and award agreements include recovery/forfeiture provisions under specified circumstances |
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlock |
|---|---|---|---|
| — | — | — | No other public company directorships for Sole disclosed; no interlocks disclosed |
Expertise & Qualifications
- Investment management and advisory experience with emphasis on distressed/restructuring situations and Chapter 11 processes; fiduciary service on official committees over 18 years .
- Legal training and New York law license; J.D. (cum laude, Order of the Coif) .
- Audit Committee member; not designated as an “audit committee financial expert” (designation held by Weiner and Zyngier) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned (Sole) | 745,772 | 4.6% of Class A common stock outstanding as of Oct 17, 2025 |
| Ownership as % of outstanding | 4.6% | Based on 16,096,296 Class A shares outstanding as of Oct 17, 2025 |
| RSUs included (vest within 60 days) | 30,772 | Included in beneficial ownership; settlement within 10 days following the earliest of 5th anniversary of 5/13/2024 grant, change in control, or separation from service |
| Indirect holdings via Esopus | 715,000 | Held by Esopus Creek Value Series Fund LP – Series A; Sole is sole managing member of its GP; he disclaims beneficial ownership except to pecuniary interest |
| Hedging/pledging | Policy: hedging prohibited; pledging requires pre‑approval | Insider Trading Policy bans hedging/derivatives and requires General Counsel pre‑approval for margin/pledge transactions; no pledging by Sole disclosed in the proxy |
Related-Party / Conflicts Review
- No related‑party transactions involving Sole were disclosed. The Company’s policy assigns Audit Committee review/approval of related‑party transactions for fairness and conflicts .
- Sole signed the Amended M3 engagement letter as Chairman (M3 continues post‑CEO transition support); this is a Company‑level agreement and not a Sole‑related transaction .
Say‑on‑Pay & Shareholder Feedback
- 2025 agenda includes advisory say‑on‑pay and say‑on‑frequency (Board recommends “3 YEARS”); voting results to be filed on Form 8‑K within four business days after the Dec 11, 2025 meeting (not yet available in provided filings) .
Additional Governance Policies
- Clawback policy aligned with SEC and listing standards (recover erroneously awarded compensation after a restatement) .
- Equity plan governance features: no repricing or cash buyouts of underwater options without shareholder approval; no single‑trigger CIC vesting; no dividends on unvested awards; independent committee administration .
Governance Assessment
- Strengths:
- Independent Chair with meaningful equity stake (4.6%), promoting alignment and board oversight; Audit Committee independence and financial expertise are established; attendance ≥75% .
- Robust policies: anti‑hedging/pledging, clawback, and equity plan safeguards (no single‑trigger CIC, no repricing) .
- Use of independent compensation consultant for director pay structure .
- Watch items / potential conflicts:
- Significant indirect holdings via Esopus (715,000 shares) underscore alignment but could present perceived conflicts if future transactions involve Esopus; no such related‑party dealings disclosed; Audit Committee policy governs any such cases .
- Director program changes applied retroactively (cash and equity credits) increase transparency requirements on rationale and peer benchmarking, especially with elevated Chair retainer ($210k) and equity ($150k) .
Overall signal: Governance practices (independent chair, policies, committee independence) are supportive of investor confidence. Ownership alignment is high; continued monitoring of any Esopus‑related dealings and director pay reception is prudent .