Eric Rosenfeld
About Eric S. Rosenfeld
Eric S. Rosenfeld, 68, is an independent Class I director at Pangaea Logistics Solutions (PANL). He is President & CEO of Crescendo Partners, L.P. (since Nov 1998) and previously was a Managing Director at CIBC Oppenheimer/Oppenheimer & Co. for 14 years. He holds an A.B. in Economics from Brown University and an MBA from Harvard Business School; the Board cites his extensive M&A/capital markets background and multi-board leadership as reasons for nomination. He is slated to stand for re‑election in 2027 as a Class I director.
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| CIBC Oppenheimer / Oppenheimer & Co. | Managing Director | 14 years (years not specified) | Capital markets leadership |
| Arpeggio Acquisition Corp. | Chairman & CEO (SPAC) | — | Later merged with Hill International |
| Rhapsody Acquisition Corp. | Chairman & CEO (SPAC) | — | Later merged with Primoris Services |
| Trio Merger Corp. | Chairman & CEO (SPAC) | — | Later merged with SAExploration |
| Quartet Merger Corp. | Chairman & CEO (SPAC) | — | Later merged with Pangaea Logistics Solutions |
| Harmony Merger Corp. | Chairman & CEO (SPAC) | — | Later merged with NextDecade |
| Legato Merger Corp., Legato Merger Corp. II | Chief SPAC Officer | — | Later merged with Algoma Steel and Southland Holdings |
| Primo Water, CPI Aero (Chairman Emeritus), Canaccord Genuity Group, NextDecade, Absolute Software, AD OPT Technologies, Sierra Systems, Emergis, Hill International, Matrikon, DALSA, HIP Interactive, GEAC Computer, Computer Horizons (Chairman), Pivotal, Call‑Net Enterprises, Primoris, SAExploration | Director (various) | — | Multiple prior public board directorships |
External Roles (Current)
| Organization | Role | Tenure/Status | Committees/Notes |
|---|---|---|---|
| Crescendo Partners, L.P. | President & CEO | Since Nov 1998 | Investment firm leadership |
| Aecon Group, Inc. | Director | Current | Public company director |
| Algoma Steel, Inc. | Director | Current | Public company director |
| Legato Merger Corp. III | Chief SPAC Officer | Current | SPAC leadership |
| Allegro Merger Corp. (non‑listed shell) | CEO | Current | Shell company leadership |
Board Governance
- Independence: The Board affirmatively determined Eric S. Rosenfeld is independent under Nasdaq Rule 5605(a)(2); all committee members meet applicable Nasdaq/SEC independence requirements.
- Committee assignments (2024): Compensation Committee member; Nominating & ESG Committee member. He is not on the Audit Committee.
- Board leadership: Board Chair is Richard T. du Moulin; Lead Independent Director is Carl Claus Boggild.
- Committee meeting cadence (2024): Audit (4), Compensation (11), Nominating & ESG (4).
- Compensation Committee interlocks: None during FY2024.
- Clawback policy: Adopted Nov 2023 to comply with Nasdaq/SEC Rule 10D‑1; disclosure states the Committee has discretion and requires that a financial restatement be caused by executive misconduct for recovery—potentially a stricter/conditional standard to monitor for alignment with no‑fault 10D‑1.
- Risk oversight: Compensation Committee oversees risks tied to compensation incentives; Nominating & ESG oversees board independence and succession.
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| 2024 | $117,500 | $120,000 | $237,500 |
- Program structure: Non‑employee directors receive a restricted share award with grant‑date fair value of approximately $120,000 each year under the 2024 LTIP; shares are fully vested upon grant.
Performance Compensation (Director)
| Component | Metric/Structure | Detail |
|---|---|---|
| Annual equity grant | Time‑based (restricted shares) | ~$120,000 grant‑date fair value; fully vested upon grant (no disclosed performance metrics) |
Implication: Fully vested director equity at grant may reduce retention and long‑term alignment characteristics versus multi‑year vesting; no performance metrics are disclosed for director equity.
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Considerations |
|---|---|---|
| Aecon Group, Inc. | Director | No PANL-related conflict disclosed. |
| Algoma Steel, Inc. | Director | No PANL-related conflict disclosed. |
| Legato Merger Corp. III | Chief SPAC Officer | SPAC activities; no PANL conflict disclosed. |
| Allegro Merger Corp. | CEO (non‑listed shell) | No PANL conflict disclosed. |
- Compensation Committee interlocks: None reported for FY2024.
- Third‑party director compensation arrangements: Company’s inquiry found none requiring disclosure for any PANL director or nominee.
Expertise & Qualifications
- Board‑designated skills: Public board experience; CEO/Senior executive; Strategic planning/Investment & M&A; Finance/Capital allocation; Financial literacy/accounting.
- Education: A.B. Economics (Brown); MBA (Harvard).
- Academic/industry engagement: Guest lecturer at Columbia Business School and Tulane Law; senior faculty at the Director’s College; frequent panelist and prior CNBC guest host.
Equity Ownership
| Holder | Beneficially Owned Shares | Approx. % of Outstanding |
|---|---|---|
| Eric S. Rosenfeld | 599,617 | <1% (—% indicated; “Less than 1%” per note) |
- Notes: Beneficial ownership based on 65,628,437 shares outstanding on record date. SEC Rule 13d‑3 definitions apply.
- Options/derivatives: No director option awards were listed in the 2024 director compensation table.
Shareholder Feedback (Say‑on‑Pay 2025)
| Item | Votes For | Votes Against | Abstain | Broker Non‑Vote |
|---|---|---|---|---|
| Advisory vote on executive compensation (2025 AGM) | 50,858,848 | 1,871,813 | 603,339 | 5,742,635 |
Frequency of Say‑on‑Pay: Shareholders favored annual votes (One Year: 50,071,404; Two Year: 201,802; Three Year: 2,538,623; Abstain: 522,171; Broker Non‑Vote: 5,742,635).
Related‑Party Exposure (Board‑Level)
| Related Party | 12/31/2023 | 2024 Activity | 12/31/2024 | Notes |
|---|---|---|---|---|
| MTM Ship Management (“MTM”) | $— | $3,789,859 | $3,789,859 | A member of the Board has partial ownership in MTM (director not named in this section). |
| Seamar Management S.A. (JV, 51% owned by PANL) – Trade payables | $1,490,060 | $(309,045) | $1,181,015 | JV transactions. |
Governance controls: Related‑party transactions require Audit Committee and disinterested independent director approval; Company uses D&O questionnaires to surface relationships.
Governance Assessment
-
Positives supporting investor confidence
- Independence affirmed; active service on Compensation and Nominating & ESG committees; no compensation committee interlocks.
- Clear director pay disclosure; balanced cash/equity mix; no third‑party director compensation arrangements.
- Strong shareholder support for 2025 say‑on‑pay and annual SOS frequency.
-
Watch items / RED FLAGS
- Clawback policy disclosure states recovery requires executive misconduct despite referencing Rule 10D‑1 compliance; warrants monitoring for alignment with “no‑fault” clawback standards.
- Board‑level related‑party exposure via MTM (a director partially owns MTM) and ongoing Seamar JV transactions; while subject to Audit Committee oversight, these relationships can draw scrutiny. Note: no indication that Rosenfeld is the related party.
- Director equity fully vests upon grant (no performance metrics); while common for directors, it provides less retention/long‑term alignment than multi‑year vesting.