Michael Wartell
About Michael J. Wartell
Independent Class II director of Nu Ride Inc. (NRDE) since March 14, 2024; age 56. He chairs the Corporate Governance & Nominating Committee and serves on the Audit and Compensation Committees. Wartell co-founded Venor Capital Management LP (Co-CIO since 2005) and leads Bluerose Associates LLC (President since Oct 2023). He holds a B.S. in Economics (cum laude) from the Wharton School (UPenn) with concentrations in finance and accounting; his career emphasizes opportunistic credit, restructurings, and special situations across industries .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Venor Capital Management LP | Co-Chief Investment Officer & Co-Founder | 2005–present | Led investments in restructurings, refinancings, IPOs, turnarounds, liquidations; 30 years of credit/special situations investing experience cited as Board qualification . |
| Bluerose Associates LLC | President | Oct 2023–present | Advisory/leadership role; complements credit/restructuring expertise cited for Board service . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Imperium3 New York, Inc. (private) | Director | Since 2023 | Energy manufacturing company . |
| Rotech Healthcare, Inc. (private) | Director | Since 2014 | Healthcare products company . |
Board Governance
- Independence: Board determined all non‑employee directors, including Wartell, are independent under NASDAQ rules; all three committees (Audit, Compensation, Corporate Governance & Nominating) are composed solely of independent directors .
- Committee assignments:
- Corporate Governance & Nominating: Chair (members: Wartell, Weiner, Zyngier); 1 meeting in 2024 .
- Compensation: Member (Chair: Zyngier; members: Wartell, Weiner); 3 meetings in 2024; engaged LB&Co as compensation consultant for director pay review .
- Audit: Member (Chair: Weiner; members: Sole, Wartell, Zyngier); 3 meetings in 2024. Audit Committee financial expert designation to Weiner and Zyngier (not Wartell) .
- Attendance: Board held 13 meetings in 2024; all directors then in office attended at least 75% of Board and committee meetings of which they were members .
- Tenure and class: Class II director; term expires at the 2026 Annual Meeting unless earlier death, resignation, or removal .
- Policies strengthening governance:
- Clawback policy (Oct 2, 2023) for erroneously awarded compensation tied to restatements and specified misconduct .
- Insider Trading Policy prohibits hedging/short sales; pledging/margin requires pre‑approval .
- Equity plan governance: no option/SAR repricing or cash buyouts without stockholder approval; no dividends on unvested awards; no “liberal” change‑in‑control; committee discretion on treatment; generally no single-trigger vesting .
Fixed Compensation
| Component | Amount | Frequency/Terms | Source |
|---|---|---|---|
| Cash retainer (non‑Chair director) | $140,000 | Payable $35,000 quarterly in advance (program adopted Dec 4, 2024, retroactive to March 14, 2024) . | |
| 2024 cash actually paid (Wartell) | $112,077 | Reflects partial-year service and retroactive true-up per program adoption . | |
| 2024 total director comp (Wartell) | $192,132 | Fees $112,077; Stock awards $80,055 . |
Notes:
- Retroactive adjustments: Directors received cash catch-up for 2024 ($73,835 per director; higher for Chairman) following the updated program; a portion of the May 2024 RSU grant ($80,055 per director) was credited against 2024 equity fees .
- Compensation consultant: Lyons, Benenson & Company Inc. (LB&Co) recommended the revised director compensation structure; retained by Compensation Committee in 2024 .
Performance Compensation
| Component | Grant Value | Grant/ Vesting | Key Terms | Source |
|---|---|---|---|---|
| Annual RSU (non‑Chair director) | $100,000 | Grant on first trading day each January; vests in two equal annual tranches; subject to acceleration upon change in control . | Director may elect deferral; distribution on specified events per plan . | |
| 2025 RSU grant (Wartell) | $84,055 | Reflects 2025 grant after crediting a portion of May 2024 RSUs; grant date: first trading day of Jan 2025 . | Time-based; no options contemplated for directors under current policy . | |
| Three‑year RSU (initiated May 13, 2024) | $96,000 total ($8,000/quarter) | Vests quarterly through Jan 30, 2027; subject to acceleration on certain events . | Some of this grant credited against 2024 equity fees; settlement/deferral mechanics per footnotes . |
Performance metric usage for directors: Not used; director equity is time‑based RSUs. Option awards are not currently contemplated for directors; plan prohibits repricing and cash buyouts of underwater options/SARs without stockholder approval .
Vesting/settlement specifics (RSUs counted in ownership):
- 30,772 RSUs vest within 60 days; settlement within 10 days after the earliest of: 5th anniversary of grant (May 13, 2029), change in control, or separation from service .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict with NRDE |
|---|---|---|---|
| Imperium3 New York, Inc. | Private | Director (since 2023) | No related‑party transaction with NRDE disclosed; no supplier/customer link disclosed . |
| Rotech Healthcare, Inc. | Private | Director (since 2014) | No related‑party transaction with NRDE disclosed; no supplier/customer link disclosed . |
No related‑party transactions involving Wartell are disclosed in the proxy; the Related Party Transactions section covers Foxconn and M3 Partners but not companies affiliated with Wartell .
Expertise & Qualifications
- 30 years in opportunistic credit, credit solutions, and special situations, including restructurings and liquidations—experience directly relevant to NRDE’s post‑bankruptcy oversight needs .
- Finance/accounting education (Wharton B.S. in Economics, cum laude) .
- Board governance experience: Chairs Nominating/Governance; serves on Audit and Compensation committees at NRDE .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Composition/Notes |
|---|---|---|---|
| Michael J. Wartell | 30,772 | * | Includes 30,772 shares underlying RSUs vesting within 60 days; settlement within 10 days after the earlier of May 13, 2029 (5th anniversary), change in control, or separation from service . |
Governance alignment/controls:
- Hedging prohibited; pledging/margin requires pre‑approval under Insider Trading Policy .
- No individual pledging by Wartell disclosed; no additional ownership guidelines for directors disclosed in the proxy .
Governance Assessment
Strengths
- Independent director; chairs the Corporate Governance & Nominating Committee, enabling influence on board composition, evaluations, and governance guidelines .
- Multi‑committee service (Audit and Compensation) with regular committee activity (Audit 3 meetings; Compensation 3; CG&N 1 in 2024) supports engagement in financial oversight and pay governance .
- Board and committee attendance threshold met (≥75%); Board met 13 times in 2024, indicating active oversight during a post‑bankruptcy period .
- Pay structure mixes cash and equity with time‑based RSUs, change‑in‑control acceleration, deferral options, and strong equity plan safeguards (no repricing, no dividends on unvested awards, non‑liberal CIC) .
- Robust clawback and anti‑hedging policies reinforce alignment with shareholders and compliance expectations .
Risks / Potential Red Flags
- Low direct personal ownership (<1%); while typical for small‑cap boards, this limits “skin‑in‑the‑game” optics despite RSU alignment .
- Significant external commitments (Venor Capital, Bluerose, private boards) could pose time‑allocation risks in high‑intensity periods, though 2024 attendance met policy minimums .
- Credit/special situations background is an asset for a restructuring legacy but could present theoretical conflicts if any Venor‑related holdings or transactions intersect NRDE; no such related‑party transactions are disclosed in the proxy .
Director Compensation Detail (FY2024)
| Metric | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 112,077 | Wartell . |
| Stock Awards (Grant Date Fair Value) | 80,055 | Credit of May 2024 RSUs against 2024 equity fees per program update . |
| Option Awards | — | Not contemplated under current director program . |
| All Other Compensation | — | — |
| Total | 192,132 | Sum of components . |
Program Structure (effective retro to Mar 14, 2024):
- Cash: $140,000/year for non‑Chair directors; $210,000 for Board Chair .
- Equity: Annual RSU $100,000 (non‑Chair); $150,000 (Chair); grants first trading day in January; 2‑year vest; acceleration upon change in control; deferral elections permitted .
- Transitional RSUs: Three‑year award (May 13, 2024) totaling $96,000 vesting quarterly through Jan 30, 2027; credits applied to align with updated framework .
Compensation Committee Analysis
- Composition: Zyngier (Chair), Wartell, Weiner; all independent under NASDAQ; authority to retain independent advisors .
- Consultant: LB&Co engaged in 2024 to benchmark non‑employee director pay and recommend program changes; program implemented with meaningful cash/equity mix and clear vesting/acceleration .
- Structural safeguards: Equity plan bars repricing and cash buyouts of underwater options/SARs without stockholder approval; prohibits dividends on unvested awards; avoids “liberal” CIC; supports pay‑for‑performance governance norms (for executives) and alignment (for directors) .
Related-Party Exposure
- No related‑party transactions disclosed involving Wartell or his affiliated entities. Disclosed related‑party matters concern Foxconn transactions and M3 Partners (CEO services in 2024–2025), neither involving Wartell .
Key References
- Director biography, roles, independence, meetings, committees, policies: .
- Director compensation structure and paid amounts: .
- Ownership and RSU settlement mechanics: .
- Equity plan governance: .
- Clawback policy: .