Bernardo Melo
About Bernardo Melo
Bernardo Melo (age 49) has served as a director of Algorhythm Holdings, Inc. (RIME) since July 2022. He previously served as Chief Revenue Officer from April 2022 until his termination effective August 1, 2025, and earlier as Vice President of Global Sales and Marketing from 2008 to April 2022, bringing substantial sales and marketing expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Algorhythm Holdings, Inc. | Vice President, Global Sales & Marketing | 2008 – Apr 2022 | Managed operations, licensing and sales of the music division; focused on hardware sales in LATAM/Canada and key U.S. accounts such as Walmart |
| Algorhythm Holdings, Inc. | Chief Revenue Officer | Apr 2022 – Aug 2025 | Executive role ended with termination effective Aug 1, 2025 |
External Roles
No external public company board roles or committee positions are disclosed for Mr. Melo in the proxy statement .
Board Governance
- Independence: Not independent under Nasdaq rules (only Judkowitz, Foreman, Thorn, and Gupta are designated independent) .
- Committee assignments: None; not a member of Audit, Compensation, Nominating & Corporate Governance, or Executive Committees .
- Attendance: The Board met 12 times in FY2024; each director attended more than 75% of Board meetings. Committee attendance >75% applied to directors who served on committees that year .
- Years of service: Director since 2022 .
| Committee | Membership | Chair Role |
|---|---|---|
| Audit | None | — |
| Compensation | None | — |
| Nominating & Corporate Governance | None | — |
| Executive | None | — |
Fixed Compensation
Executive fixed compensation during tenure as CRO:
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 165,385 | 215,000 |
| All Other Compensation ($) | 8,535 | 10,902 |
| Total ($) | 221,908 | 283,454 |
Director compensation (FY2024):
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | -0- |
| Stock Awards (grant-date fair value) | 10,000 |
| Total | 10,000 |
Employment agreement terms (executive role):
- Term: 3 years from April 22, 2022 with automatic one-year renewals unless notice not to extend .
- Base salary: $215,000 per annum, automatically increasing to $225,000 on the first anniversary; eligible annual bonus; eligible to participate in the 2022 Equity Incentive Plan .
- Severance: If terminated without Cause or for Good Reason, lump-sum equal to 2x the sum of base salary and annual bonus for the year of termination; death/disability provisions as defined in the agreement .
Performance Compensation
Executive variable compensation:
| Metric/Plan Feature | Detail |
|---|---|
| Annual Bonus (CRO) | $57,552 (2024); $47,988 (2023) |
| Executive Bonus Plan | Cash bonuses, stock options, and stock grants based on EBITDA for the year; payout values increase as the ratio of EBITDA to net sales increases |
Option awards outstanding (as of Dec 31, 2024; NEO disclosure):
| Exercisable Options (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| 4 | — | 1,020 | 6/30/2025 |
| 17 | — | 1,920 | 8/10/2026 |
| 33 | — | 2,820 | 5/3/2027 |
| 8 | — | 1,320 | 12/25/2031 |
| 50 | — | 800 | 5/24/2032 |
| 5 | — | 1,730 | 8/16/2032 |
Note: Vesting schedules for these options are not disclosed in the proxy’s NEO awards table .
Other Directorships & Interlocks
- Current public company boards: Not disclosed .
- Committee roles at other entities: Not disclosed .
- Interlocks or shared directorships with customers/suppliers/competitors: Not disclosed .
Expertise & Qualifications
- Core expertise: Substantial sales and marketing experience, including licensing and operations in consumer hardware and key retail accounts (e.g., Walmart) .
- Board qualification rationale: Board cites his sales and marketing expertise as the reason he is qualified to serve .
Equity Ownership
Beneficial ownership (Record Date; shares outstanding 2,641,778):
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Bernardo Melo (Director) | 219 | <1% | Includes 118 shares underlying options exercisable within 60 days |
Governance Assessment
- Independence and conflicts: Melo is not independent under Nasdaq rules and simultaneously held an executive role while serving as a director through Aug 2025—a governance weakness that reduces independent oversight and could create conflicts of interest .
- Committee effectiveness: He serves on no key committees (Audit, Compensation, Nominating), limiting his direct role in core governance functions and reducing his impact on board oversight quality .
- Attendance and engagement: Board reports >75% meeting attendance by each director in FY2024, indicating minimum engagement standards met; however, absence from committees restricts governance contributions .
- Pay-for-performance signals: Company’s executive bonus plan pays cash, options, and stock grants tied to EBITDA and the EBITDA-to-net sales ratio—metrics may incentivize margin-focused outcomes but risk short-termism; Melo’s 2024 bonus was $57,552 as CRO .
- Ownership alignment: Very limited “skin-in-the-game” with <1% beneficial ownership (219 shares) and modest option holdings exercisable within 60 days (118 shares), offering weak alignment with shareholder outcomes .
- Broader context: Total stockholder return fell 91.26% in 2024, highlighting investor confidence challenges and raising scrutiny on board oversight and compensation alignment given outcomes; pay-versus-performance disclosure notes CEO compensation actually paid increased slightly YoY amid steep TSR decline .
RED FLAGS
- Not independent; prior executive while on board, increasing potential conflicts .
- No committee memberships; reduced role in audit/compensation/nominating oversight .
- Weak ownership alignment: <1% stake, limited vested options .
- Severance terms: 2x salary+bonus lump-sum if terminated without Cause/for Good Reason—generous protections that may be shareholder-unfriendly if misaligned with performance outcomes .
Net takeaway: Melo’s sales/marketing background adds operating perspective, but lack of independence, no committee roles, and minimal ownership weaken governance alignment and investor confidence in board effectiveness during a period of severe TSR underperformance .