Alex Andre
About Alex Andre
Alex Andre (age 50) was appointed Chief Financial Officer and General Counsel of Algorhythm Holdings (NASDAQ: RIME) on February 13, 2025, bringing nearly 25 years of executive finance and legal experience across public and private companies . His role spans corporate finance and legal functions; he previously served as CFO at Lemnature AquaFarms, M.H. Enterprises (Teriyaki Madness), and ARC Group, and earlier worked at KPMG and as a corporate & securities attorney . Company TSR declined 91.26% in 2024 and net loss increased materially year-over-year, underscoring a challenging performance backdrop prior to his tenure . The employment agreement sets a pay-for-performance framework with a 30% target bonus and equity awards subject to multi-year vesting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lemnature AquaFarms Corporation | Chief Financial Officer | Oct 2022 – Sep 2023 | Plant-based ingredients manufacturer; finance leadership in operations spanning food, beverage, nutrition markets |
| M.H. Enterprises (Teriyaki Madness) | CFO & General Counsel | Mar 2021 – Sep 2022 | Franchisor of 115+ fast-casual restaurants; dual finance/legal leadership |
| ARC Group, Inc. | CFO; General Counsel | CFO: Jul 2019 – Mar 2021; GC: Oct 2019 – Mar 2021 | Grew revenues from ~$20M to ~$215M annualized across six brands; multi-brand scaling |
| KPMG LLP | Accountant | Early career | Big Four accounting foundation |
| Regional & international law firms | Corporate & securities attorney | Early career | Legal execution in capital markets and governance |
External Roles
No current public company directorships or committee roles disclosed; no related-party interests reported under Item 404(a) .
Fixed Compensation
| Component | Terms | Notes |
|---|---|---|
| Base Salary | $275,000, auto-increases to $300,000 after 6 months (Aug 13, 2025) | Annual review, not subject to decrease without consent |
| Target Bonus | Up to 30% of base salary | Determined by Compensation Committee; must be employed at fiscal year-end unless otherwise per agreement |
| Executive Bonus Plan (Company-wide) | Cash/stock/option awards based on EBITDA-to-net sales ratio | Approved Apr 22, 2022; applies to executive officers |
| Perquisites/Benefits | Executive perqs; employee benefit plans (401(k), medical, etc.) | On par with similarly situated executives |
| Relocation | $10,000 after-tax, fully tax grossed-up | Paid on or about Effective Date |
Performance Compensation
| Metric | Weighting/Plan | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Bonus | Compensation Committee discretion; company Executive Bonus Plan links payouts to EBITDA/net sales ratio | Up to 30% of base salary | Not disclosed for 2025 | N/A |
| Restricted Stock Award (RS) | 23,818 shares | N/A | Grant as inducement | 25% on 1st anniversary; 6.25% quarterly thereafter over next 3 years |
| Stock Option (NQ) | 23,818 shares @ $2.78 strike; 10-year term to Feb 13, 2035 | N/A | Grant as inducement | 25% on 1st anniversary; 6.25% quarterly thereafter over next 3 years |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 23,818 shares (restricted stock with voting rights); <1% of 2,641,778 shares outstanding as of Sep 29, 2025 |
| Options outstanding | 23,818 NQ options @ $2.78, expiring Feb 13, 2035; not included in beneficial ownership within 60 days of record date due to vesting |
| Vested vs unvested | RS and options vest 25% at year 1, then 6.25% per quarter; as of record date (Sep 29, 2025), awards largely unvested but RS carries voting rights prior to vest |
| Ownership guidelines | Not disclosed |
| Pledging/hedging | No pledging or hedging disclosures for Andre; no related-party transactions reported |
| Future dilution context | 2022 Plan share authorization increase to 5,000,000 plus evergreen up to 15% of fully diluted outstanding annually, signaling capacity for future equity grants and dilution |
Employment Terms
- Term and renewal: 3-year term from Feb 13, 2025, auto-renews annually unless either party gives 90 days’ notice prior to renewal date .
- Severance (Qualifying Termination: Company without Cause, Good Reason, or non-renewal by Company): lump sum equal to 1x base salary + target bonus, subject to ≥6 months of service and release; COBRA premium reimbursement; all outstanding equity vests in full at termination .
- Change-in-Control (termination within 12 months): 2x base salary + target bonus; COBRA reimbursement; all outstanding equity vests in full immediately prior to consummation of the change-in-control (single-trigger equity acceleration) .
- Non-compete: 1 year post-termination, within 20 miles of main office; carve-out if terminated without Cause or for Good Reason .
- Non-solicit: Employees and customers for 1 year post-termination with defined customer scope .
- Clawback: Compensation subject to clawback per applicable law, listing standards, and company policy .
- Indemnification and D&O insurance: Company to enter standard indemnification agreement and maintain D&O coverage .
- Tax provisions: Section 409A compliance; specified employee six-month delay if applicable .
Investment Implications
- Pay-for-performance alignment: Base plus 30% target bonus and multi-year vesting of RS/options tie compensation to continued service and performance; company’s executive bonus plan links payouts to EBITDA/net sales, aligning incentives to profitability quality, though specific CFO bonus metrics are not disclosed .
- Retention risk and selling pressure: First large vesting event on Feb 13, 2026 (25% of RS/options) followed by quarterly vesting—monitor Form 4 filings around vest dates for potential selling pressure signals .
- Change-in-control economics: 2x cash severance and single-trigger equity acceleration (vesting immediately prior to a change-in-control) can increase deal costs and may be viewed as shareholder-unfriendly compared to double-trigger equity vesting; this is a governance consideration in M&A scenarios .
- Dilution risk: Equity plan expansion to 5,000,000 authorized shares and evergreen up to 15% annually increases capacity for future stock-based awards and potential dilution; coupled with Streeterville pre-paid financing mechanics, the company highlights potential for significant dilution and downward share price pressure if substantial resale occurs .
- Capital markets and listing risk: Prior 200-for-1 reverse split (Feb 10, 2025) to regain Nasdaq bid-price compliance and ongoing one-year monitoring period (from Mar 25, 2025) point to heightened listing risk sensitivity; CFO/GC role will be central to sustaining compliance and financing strategy .
- Track record: Andre’s prior scaling at ARC Group from ~$20M to ~$215M revenues indicates execution capability in multi-brand operations; relevance to Algorhythm’s SemiCab logistics strategy and consumer karaoke portfolio could be positive if processes and controls translate effectively .
- Governance/structure: Reincorporation to Nevada prioritized statute-focused predictability and potential anti-takeover implications; Compensation Committee and Audit Committee independence and charters are in place .
Monitoring focus: watch 8-K/DEF 14A updates for bonus criteria, any changes to equity award terms, Form S-8 registrations for inducement grants, and Form 4 transactions around vesting. Also track shareholder approval outcomes for equity plan amendments and financing proposals for dilution pacing .