Andrew Zeinfeld
About Andrew Zeinfeld
Andrew Zeinfeld (age 65) is a Class II director of OneMedNet, serving since August 2024. He is deemed independent under SEC and Nasdaq rules. His background spans over 30 years across retail, online, telecom, distribution, and real estate, including roles as CEO of Sunstrike International (2019–2023), leadership roles at Brightstar/Likewize (2013–2018), and managing partner of real estate LLCs since 2019 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sunstrike International Ltd. | Chief Executive Officer | Nov 2019 – Mar 2023 | Led distribution of refurbished mobile devices, trade-in solutions; developed organic/M&A growth strategies |
| Brightstar Corp (n/k/a Likewize) | Various increasing-responsibility roles | 2013 – 2018 | End-to-end mobile device management solutions exposure |
| Several LLCs (real estate/investments) | Managing Partner | Since Jun 2019 | Manages real estate developments and investment portfolio |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Several real estate development/investment LLCs | Managing Partner | Since Jun 2019 | Current principal occupation per proxy |
No other public company directorships for Mr. Zeinfeld are disclosed in the latest proxy .
Board Governance
- Independence: Board determined Zeinfeld is independent under SEC/Nasdaq rules .
- Committees and chair roles:
- Compensation Committee: Chair
- Nominating & Corporate Governance Committee: Member
- Commercial Committee: Member (established Dec 2024; no meetings held in 2024)
- Committee meeting cadence (2024): Audit 4, Compensation 1, Nominating & Corporate Governance 2 .
- Board meetings and attendance (2024): Board held 2 meetings; no director attended fewer than 75% of Board and committee meetings on which they served .
- Class and term: Class II; up for election at 2025 Annual Meeting to serve until 2028 Annual Meeting if elected .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $0 | No cash fees shown for non-employee directors in 2024 |
| Committee membership fees | Not disclosed | — |
| Committee chair fees | Not disclosed | — |
| Meeting fees | Not disclosed | — |
| Equity (RSUs) – grant date fair value | $22,438 | Director equity compensation; grant date fair value per ASC 718 |
| Total | $22,438 | 2024 director compensation for Zeinfeld |
- Policy: Revised Director Compensation Policy (April 2024) provides annual automatic grant of 45,000 RSUs to each director for each full year of service; reasonable out-of-pocket expenses reimbursed .
Performance Compensation
| Performance Metric | Applied to Director Compensation | Details |
|---|---|---|
| Performance-based metrics (revenue/EBITDA/TSR/ESG) | None disclosed | Director equity grants are annual automatic RSUs; no performance conditions disclosed for directors |
- Clawback: Board adopted a compensation clawback policy in Nov 2024 for recovery of erroneously awarded incentive compensation to executive officers after restatements; also allows clawback for employee misconduct. This policy is administered by the Compensation Committee .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Note |
|---|---|---|---|
| None disclosed | — | — | No public company boards for Zeinfeld disclosed |
Expertise & Qualifications
- Senior management experience across retail, online, telecom, distribution, and real estate; developed strategies for organic and M&A-led growth .
- Board nominated as Class II director; principal occupation as managing partner in real estate developments .
- The Nominating & Corporate Governance Committee’s threshold criteria include integrity, independence, industry knowledge, conflicts considerations, and board effectiveness; Zeinfeld serves on this committee .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As-of Date | Shares Outstanding |
|---|---|---|---|---|
| Andrew Zeinfeld | 254,382 | * (<1%) | Oct 23, 2025 | 51,157,069 |
- Insider trading policy: Prohibits hedging (including cashless collars), short sales, and option transactions; quarterly and special blackout restrictions apply .
Insider Trades and Section 16 Compliance
| Reporting Item | Status | Notes |
|---|---|---|
| Initial Form 3 upon Board appointment (Aug 14, 2024) | Filed late | Company disclosed late filings for Zeinfeld (Form 3) |
| Initial Form 4 for equity award grant upon appointment | Filed late | Company disclosed late filings for Zeinfeld (Form 4) |
Governance Assessment
-
Positives:
- Independent director with multi-industry operating experience; chairs Compensation Committee and serves on Nominating & Corporate Governance, supporting board effectiveness and succession processes .
- Equity-heavy director compensation (automatic RSUs) aligns director incentives with shareholders; no cash fees recorded for 2024 .
- Board and committees comprised solely of independent directors; committees use executive sessions without management as necessary .
- Attendance: No director fell below 75% participation in 2024 .
-
Watch items and RED FLAGS:
- Section 16(a) compliance issues: late Form 3 and Form 4 filings for Zeinfeld upon appointment and initial grant (procedural compliance red flag) .
- Limited Compensation Committee activity in 2024 (1 meeting) could indicate low cadence in pay oversight during a period of leadership changes and plan implementations; requires monitoring of 2025–2026 cadence .
- No explicit director stock ownership guidelines disclosed; alignment relies on RSU grants rather than guideline compliance tracking .
- Related-party financing and conversions involved other insiders (CEO/Chair/Director), but no transactions disclosed involving Zeinfeld; continued oversight by Audit Committee is crucial .
Overall: Zeinfeld enhances independence and compensation governance at ONMD, with equity-linked pay supporting alignment. Addressing Section 16 timeliness and ensuring robust committee cadence would strengthen investor confidence in board oversight .