Neil Weiner
About Neil Weiner
Neil Weiner (age 65) is a Class I Director at Nu Ride Inc. (NRDE) since March 2024, serving as Chair of the Audit Committee and member of the Compensation and Corporate Governance & Nominating Committees. He holds a BA from the University of Pennsylvania and an MBA from The Wharton School, and currently manages Foxhill Family Partnership, LP (est. 2021), bringing deep finance, distressed investing, and capital markets expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foxhill Capital Partners, LLC | Founder & Chief Investment Officer (CIO) | 2006–present | Led Foxhill Opportunity Fund focused on distressed/special situations; capital markets expertise |
| Triage Capital Management | Partner | Prior to 2006 | Distressed investment experience |
| Cambium Learning Group (private) | Director; Audit Committee Chair | 2010–2013 | Audit leadership; governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Foxhill Family Partnership, LP | Manages private family partnership | 2021–present | Ownership vehicle; significant NRDE holdings |
Board Governance
| Committee | Role | Financial Expert | 2024 Meetings Held |
|---|---|---|---|
| Audit Committee | Chair | Yes (Weiner qualifies; Zyngier also) | 3 meetings |
| Compensation Committee | Member | — | 3 meetings |
| Corporate Governance & Nominating | Member | — | 1 meeting |
- Independence: Board determined non-employee directors (including Weiner) qualify as independent under NASDAQ rules; all board committees are comprised solely of independent directors .
- Audit oversight: Committee pre-approves audit/non-audit services, meets regularly in executive session with BDO; issued report recommending inclusion of audited financials in the 2024 Form 10-K .
- Attendance: In 2024, the board held 13 meetings and all directors in office attended at least 75% of board and committee meetings during their service period .
Fixed Compensation
| Metric | FY 2024 | FY 2025 Program (effective retroactive to 3/14/2024) |
|---|---|---|
| Cash fees | $112,077 | $140,000 annual, payable $35,000 quarterly in advance (Chairman: $210,000) |
| Equity awards (RSUs) | $80,055 grant-date value | Annual RSU grant $100,000 (Chairman: $150,000), vesting in equal tranches on the first two anniversaries; grant on first trading day in January |
| Total | $192,132 | Program structure above; for 2025, other directors received RSUs with fair value $84,055; Chairman $174,082 (includes retroactive equity fee credits) |
Notes:
- May 13, 2024 RSU program: three-year RSUs at $8,000 per quarter ($96,000 total), vesting quarterly through January 30, 2027; timing later updated/credited under the December 4, 2024 program .
Performance Compensation
| Feature | Details |
|---|---|
| Award type | Board equity is RSUs; current director arrangements do not contemplate options |
| Vesting | May 13, 2024 RSUs vest quarterly through Jan 30, 2027; annual RSUs (from 2025) vest in equal tranches on first two anniversaries |
| Settlement/deferral | Settlement within 10 days after the earliest of 5th anniversary of grant (May 13, 2029), change in control, or separation; directors may elect deferral in prior calendar year |
| Change-of-control | No “liberal” CIC; Committee discretion on treatment; no single-trigger; potential post-CIC acceleration for terminations (plan-level) |
| Clawback | Plan agreements include clawback and forfeiture provisions; company maintains SEC Rule 10D-1 compliant clawback policy (effective Oct 2, 2023) |
| Options | None under current director compensation arrangements |
Other Directorships & Interlocks
| Company/Entity | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Cambium Learning Group | Director; Audit Chair | Private | 2010–2013 | Education technology; audit leadership |
- No other current public company directorships disclosed for Weiner .
Expertise & Qualifications
- Distressed investing and special situations fund management; capital markets leadership (Foxhill; Triage) .
- Audit committee financial expert; significant familiarity with oversight of audits and internal controls .
- Education: BA, University of Pennsylvania; MBA, Wharton School (University of Pennsylvania) .
Equity Ownership
| Holder/Instrument | Shares | Notes | % of Class |
|---|---|---|---|
| Neil Weiner (beneficial) | 687,485 | Includes 30,772 RSUs vesting within 60 days; settlement subject to deferral/CIC/separation triggers | 4.3% |
| Foxhill Family Partnership, LP (beneficially owned) | 656,713 | Weiner is president of Foxhill’s GP; disclaims beneficial ownership except to extent of pecuniary interest | — |
| Shares outstanding baseline | 16,096,296 | Class A shares outstanding as of Oct 17, 2025 | — |
- Hedging/Pledging: Company policy prohibits hedging, short sales, and derivative transactions; pledging/margin requires pre-approval by General Counsel .
- Section 16 compliance: Form 3 for Neil Weiner was filed late for initial beneficial ownership (administrative red flag) .
Governance Assessment
-
Strengths
- Audit chair and designated financial expert; active oversight of auditor independence and pre-approval processes .
- Material skin-in-the-game via Foxhill-related holdings (4.3% beneficial ownership), aligning interests with shareholders .
- Independent status affirmed under NASDAQ rules; committees fully independent; robust clawback and insider trading controls .
- Clear director compensation structure with balanced cash and time-vested RSUs; no option repricing/cash buyouts permitted by plan .
-
Watch items / RED FLAGS
- Late Section 16 Form 3 filing (process control lapse; generally fixable but noteworthy for compliance rigor) .
- Significant ownership coupled with audit chair role requires continued vigilance against related-party exposures; no Weiner-related transactions disclosed to date .
-
Attendance and engagement
- Board held 13 meetings in 2024; all directors met at least the 75% attendance threshold; audit/comp/nom committees convened actively, indicating functional cadence .
-
Compensation alignment
- Director pay updated to market-informed structure with independent consultant (LB&Co); annual RSUs and cash retainers, with deferral and CIC provisions balanced by clawback and anti-repricing safeguards .
Overall, Weiner brings deep restructuring and audit oversight experience with meaningful shareholder alignment; aside from a late Form 3, disclosures reflect solid governance practices and independent committee leadership .