Andy Nasim
About Andy Nasim
Andy Nasim (age 44) has served as an independent director of Reborn Coffee since 2023. He holds a BSc in Business with Information Technology from Staffordshire University (UK) and brings capital markets, private equity, and international franchising experience. His current external role is CEO/Executive Director of Wellspring Group, the global Tutti Frutti Frozen Yogurt trademark owner (since 2017) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kenanga Capital Sdn Bhd (Kenanga Investment Bank Berhad) | Business Development Manager (corporate banking/equity financing/Islamic trade financing) | 2002–2010 | Built credit business and structured financing solutions |
| Kenanga Private Equity | Head, Private Equity division | 2010–2012 | Strategic offshore M&A for the group |
| Tutti Frutti (Europe) | Founder of Europe’s first flagship outlet (London) | 2012 | Led brand’s international expansion from UK base |
| Wellspring Group (global TF trademark owner) | CEO / Executive Director | Jan 2017–present | Oversees strategy and international brand expansion |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Wellspring Group | CEO / Executive Director | Private | 2017–present | Owns global Tutti Frutti trademark |
No other public company directorships are disclosed; the company’s skills matrix does not mark “Public Board Experience” for Mr. Nasim .
Board Governance
- Independence: The Board determined Mr. Nasim is independent under Nasdaq standards .
- Committees and roles (current per latest proxy):
- Audit Committee: Member (Chair: Farooq Arjomand) .
- Compensation Committee: Chair (members: Farooq Arjomand, Mi Young Jeong) .
- Prior-year committees (2024 proxy): Audit (member), Compensation (Chair) with Sehan Kim as the other independent member on both .
- Committee activity and attendance:
- FY2024: Audit and Compensation Committees held no meetings; each director attended at least 75% of committee meetings held during their service (committees: 0 meetings) .
- FY2024 Board: 9 meetings; each director attended >75% of Board meetings .
- FY2023: Audit Committee held 2 meetings; Compensation Committee held 2 meetings; each member attended at least 75% .
- Board size and tenure context: Board expanded to seven members in latest proxy; Nasim director since 2023 .
Shareholder Voting Signals (Director Elections; Say-on-Pay)
| Vote | 2024 Annual Meeting (Apr 22, 2024) | 2024 Annual Meeting (Oct 24, 2024) |
|---|---|---|
| Andy Nasim – Votes For | 1,215,985 | 1,485,726 |
| Votes Withheld | 3,596 | 40,694 |
| Broker Non-Votes | 161,323 | 271,915 |
| Say‑on‑Pay – Votes For | 1,215,470 | — |
| Say‑on‑Pay – Votes Against | 3,549 | — |
| Say‑on‑Pay – Abstain | 562 | — |
| Say‑on‑Pay Frequency outcome | Every three years (Board decision) | — |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual Cash Retainer | $0 (non-employee directors) | $0 (non-employee directors) |
| Committee Membership Fees | $0 | $0 |
| Committee Chair Fees | $0 | $0 |
| Meeting Fees | $0 | $0 |
The company discloses that non-employee directors did not receive any compensation for serving on the Board in 2023 or 2024 .
Performance Compensation
| Metric/Instrument | 2023 | 2024 | Notes |
|---|---|---|---|
| Non-Equity Incentive (Cash bonus) | $0 | $0 | No director performance bonus program disclosed |
| RSU/PSU Grants (Grant-date fair value) | $0 | $0 | No director equity grants disclosed |
| Stock Options (Grant-date fair value) | $0 | $0 | No director option grants disclosed |
| Performance Metrics (Revenue, EBITDA, TSR, ESG) | N/A | N/A | No director performance metrics disclosed |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company boards or interlocks disclosed for Nasim |
Expertise & Qualifications
- Skills matrix marks Nasim for: Financial, Industry, Commercial, Corporate Governance, Capital Markets, and Management experience (across both the 2024 and 2025 matrices) .
- Background includes capital markets, private equity leadership, and international franchise development (Tutti Frutti) .
Equity Ownership
| As-of Date (Determination Date) | Shares Beneficially Owned | % of Outstanding | Pledged |
|---|---|---|---|
| Sep 23, 2024 | — | — | None of the listed holdings were pledged |
| Oct 3, 2025 | — | — | No shares in the table are subject to pledge |
Beneficial ownership includes shares over which the person has voting or investment power or the right to acquire within 60 days; Nasim shows a “—” entry (no reported ownership) in both years .
Governance Assessment
-
Positives
- Independent director; chairs Compensation Committee and serves on Audit, indicating trust in oversight roles .
- Strong shareholder support in 2024 director elections; Say‑on‑Pay also passed comfortably; Board set say‑on‑pay frequency to triennial .
- No related‑party transactions disclosed involving Nasim; related‑party items reported pertain to other directors .
-
Concerns and potential red flags
- Committee inactivity: Both Audit and Compensation Committees held no meetings in FY2024, which is unusual given oversight responsibilities. This raises concerns about committee effectiveness, especially with Nasim as Compensation Chair. RED FLAG .
- Ownership alignment: No reported beneficial ownership for Nasim in 2024–2025 tables; absence of stock ownership may weaken alignment with shareholders. RED FLAG .
- Nominating function handled by full Board (no Nominating/Governance Committee), which may dilute independent oversight over director refreshment .
- Limited public board experience indicated in the skills matrix (not marked for Nasim) .
-
Contextual mitigants
- Board-level attendance was >75% in 2024, and Nasim is recognized for finance and capital markets skills, which supports oversight capacity .
- Audit Committee report for 2024 financials lists Nasim as a member participating in oversight of audit and auditor independence .
Related-Party/Conflicts Screen
- Company-disclosed related-party transactions involve other directors (Arjomand, Egidi) via loans and equity subscriptions; no transactions are identified with Nasim .
- Independence determinations explicitly include Nasim under Nasdaq standards .
Notes
- Lead Independent Director and executive session practices are not disclosed in the cited materials.
- Director stock ownership guidelines and compliance status are not disclosed.