Andrew S. Borodach
About Andrew S. Borodach
Andrew S. Borodach, 56, is Vice President with Prudential, serving as Head of Prudential’s Transactional Law Group and Chief Counsel, M&A, with 25+ years as a transactional lawyer focused on cross‑border M&A, financial services/insurance, and regulatory, corporate governance, and risk management. He was appointed as a Trustee of North European Oil Royalty Trust effective October 1, 2024 and is currently an independent trustee under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prudential | Vice President; Head, Transactional Law Group; Chief Counsel, M&A | Not disclosed (bio notes 25+ years experience) | Cross‑border M&A leadership; regulatory, corporate governance, risk management expertise |
External Roles
| Category | Organization / Role | Notes |
|---|---|---|
| Public company boards | None disclosed for Mr. Borodach in NRT proxy | Based on nominee biography; no other public company directorships listed |
| Private/non‑profit/academic boards | Not disclosed for Mr. Borodach | No additional external board roles listed in nominee biography |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Board determined all current Trustees (including Mr. Borodach) are independent under NYSE rules |
| Committees | Compensation Committee member ; Not a member of the Audit Committee (all Trustees except Mr. Borodach serve on Audit) |
| Committee chairs | None (Ahron H. Haspel chairs both Audit and Compensation) |
| Attendance (FY2024) | 100% attendance during tenure for all currently serving Trustees (Mr. Borodach appointed Oct 1, 2024) |
| Executive sessions | Trustees met in executive session without the Managing Director |
| Appointment/tenure | Appointed Trustee October 1, 2024 |
| Audit financial experts | Ahron H. Haspel and Nancy J. Floyd Prue designated; Mr. Borodach is not designated as an audit committee financial expert |
Fixed Compensation
| Fiscal Year | Trustee Fees Paid ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| 2024 | $0 | $0 | $0 |
- Trustee fee structure: Each Trustee receives a yearly fee equal to 0.2% of the Trust’s gross royalties and interest received; 2024 per‑Trustee fee for a full year was $10,356 (vs. $58,334 in 2023), but Mr. Borodach (appointed Oct 1, 2024) received no fees in FY2024 .
- Additional role stipends (if applicable): Managing Trustee $40,000; Audit Committee Chair $20,000; Clerk of the Trustees $20,000 .
Performance Compensation
| Component | Status |
|---|---|
| Equity awards (RSUs/PSUs/Options) | None; Trustees do not receive securities or property, retirement or insurance benefits, or similar forms of compensation |
| Meeting fees | Not specified; compensation governed by formula and role stipends |
| Performance metrics tied to director pay | None disclosed for Trustees; compensation is formula‑based on gross royalties and role stipends, not performance targets |
| Compensation Committee charter | No charter for Compensation Committee (Audit Committee has a charter) |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Compensation committee interlocks | None (no interlocks or insider participation disclosed) |
| Interlocks with competitors/suppliers/customers | None disclosed for Mr. Borodach |
Expertise & Qualifications
- Transactional legal expertise: 25+ years, focused on cross‑border M&A in financial services/insurance; global operational experience .
- Governance and risk: Broad regulatory, corporate governance, and risk management background .
- Committee service: Compensation Committee member and signatory to Compensation Committee report .
- Independence: Determined independent by the Board under NYSE rules .
Equity Ownership
| Holder | Units Beneficially Owned | % of Outstanding |
|---|---|---|
| Andrew S. Borodach | 0 | <1% (asterisk as disclosed) |
- Ownership guidelines: The Trust does not have formal unit ownership requirements or guidelines .
- Anti‑hedging/pledging: Insider trading policy prohibits short‑term trading (if director/officer), short sales, margin or pledging, and hedging/derivative transactions without prior approval from the Compliance Officer .
Shareholder Vote Signals
| Vote | For | Against/Withheld | Abstain | Notes |
|---|---|---|---|---|
| 2025 Trustee election – A. S. Borodach | 1,557,415 | 257,749 (withheld) | — | Elected to serve until next annual meeting |
| 2025 Say‑on‑Pay (Managing Director) | 1,457,103 | 293,090 | 64,971 | Advisory approval |
| 2024 Say‑on‑Pay (Managing Director) | 1,592,884 | 298,444 | 92,777 | Advisory approval |
Governance Assessment
- Positives
- Independent director with deep M&A, governance, and risk expertise; adds transactional and regulatory experience to the board .
- Strong engagement: 100% attendance during FY2024 tenure; board held executive sessions without management .
- Audit oversight framework present: Audit Committee chartered; two audit committee financial experts designated .
- Shareholder support signals: Elected with 1,557,415 “For” votes; Say‑on‑Pay received strong “For” counts in 2025 and 2024 .
- Watch items / potential red flags
- Equity alignment: Mr. Borodach reported 0 units owned as of Oct 31, 2024; the Trust has no director ownership guidelines, which some investors view as a gap in alignment .
- Compensation Committee governance: Compensation Committee operates without a formal charter; while scope is limited, absence of a charter can be viewed as a governance weakness .
- Director pay design: Trustee fees are mechanically tied to gross royalties and interest (0.2% per Trustee) rather than equity; while simple, this structure provides no equity‑based alignment and varies with exogenous commodity/FX factors .
- Related‑party review: Proxy discloses a related‑party reimbursement involving the Managing Director (office services at cost); no transactions disclosed involving Mr. Borodach .
Notes on committees and roles
- Committees: Compensation (member); not on Audit (all Trustees except Mr. Borodach serve on Audit) .
- Chairs: Ahron H. Haspel chairs both Audit and Compensation; Mr. Borodach holds no chair roles .
- Independence: Board states all Trustees are independent per NYSE rules .
Security ownership and compensation disclosures
- Ownership: 0 units; <1% .
- FY2024 trustee compensation: $0 for Mr. Borodach (appointed October 1, 2024; full‑year trustees received $10,356 each given royalty formula) .
- Additional stipends (if applicable): Managing Trustee $40,000; Audit Chair $20,000; Clerk $20,000 .
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