Harvey Judkowitz

About Harvey Judkowitz

Harvey Judkowitz (age 81) is an independent director of Algorhythm Holdings, Inc. (RIME), serving on the board since March 2004. He is a licensed certified public accountant in New York and Florida, has owned his own accounting firm since 1988, and is designated by the board as an audit committee financial expert; prior roles include CEO/Chairman of UniPro Financial Services and President/COO of Photovoltaic Solar Cells, Inc.

Past Roles

External Roles

Board Governance

• Independence: Judkowitz is classified as an independent director under Nasdaq rules .
• Board attendance: The board met 12 times in FY2024; each director and committee member attended more than 75% of meetings .
• Committee assignments and leadership:
  • Audit Committee: Chair; member composition all independent; board designated him as audit committee financial expert .
  • Compensation Committee: Chair; all members independent .
  • Nominating & Corporate Governance Committee: Member .
  • Executive Committee: Member .

Board leadership: The proxy indicates the company currently has no Chairman of the Board; CEO Gary Atkinson serves as Chief Executive Officer. Note: elsewhere in the proxy Atkinson is described as “CEO, Secretary & Chairman of the Board,” reflecting a possible timing/status inconsistency in disclosures .

Fixed Compensation

Director compensation policy (current framework):

• Annual cash retainer: $25,000
• Annual restricted stock award: $25,000 grant-date value
• Annual stock option grant: $25,000 grant-date value
• Committee membership cash retainer: $5,000 per committee, paid quarterly
• Initial stock option grant for new non-employee directors: $25,000

Performance Compensation

• No performance-based compensation metrics or bonus structures are disclosed for non-employee directors; equity grants for directors are time-based awards per policy rather than metric-driven PSUs/TSR modifiers .

Other Directorships & Interlocks

• Other public company directorships for Judkowitz: None disclosed in the proxy .
• Related-party interlocks elsewhere on the board (not involving Judkowitz): Transactions with Regalia Ventures (owned by director Jay B. Foreman) and Stingray Group (executive affiliation of former director Mathieu Peloquin) are disclosed and overseen by the Audit Committee .

Expertise & Qualifications

• CPA licensed in NY and FL; long-standing accounting practice ownership since 1988 .
• Board-designated audit committee financial expert and financially sophisticated under Nasdaq rules .
• Prior executive leadership (CEO/Chairman, President/COO) indicating organizational and management capability .

Equity Ownership

Shares outstanding at record date: 2,641,778 .

Ownership alignment indicators:

• Vested options counted in beneficial ownership (29 shares within 60 days) .
• No disclosure of pledged shares for Judkowitz; no hedging/pledging policies specific to directors noted in proxy .

Governance Assessment

• Positives:

  • Independence and deep accounting expertise; serves as Audit Committee Chair and Compensation Committee Chair, enhancing financial oversight and pay governance .
  • Board and committee attendance >75%, indicating engagement; policy expects directors to make concerted effort to attend annual meetings .
  • Audit Committee explicitly tasked with reviewing/approving related-party transactions, creating a formal conflict oversight mechanism .

• Watch items for investor confidence:

  • Extremely low personal share ownership (<1%) suggests limited direct economic alignment; though typical for micro-cap boards, alignment remains modest .
  • Governance environment shift: the proposed reincorporation to Nevada broadens statutory director/officer exculpation (including duty of loyalty not categorically excluded) and strengthens anti-takeover defenses versus Delaware; investors should monitor how the board (including committee chairs) balances stakeholder considerations under Nevada law .
  • Capital structure signals: Board-level actions seeking shareholder approval for substantial equity plan expansion (to 5,000,000 shares) and Streeterville pre-paid financing issuance may be dilutive; Compensation and Audit Chairs play central roles in aligning incentives and safeguarding minority holders in these contexts .

• Related-party exposure:

  • No related-party transactions involving Judkowitz are disclosed; oversight resides with the Audit Committee he chairs .

Overall: Judkowitz’s audit and compensation leadership, independence, and financial expertise are governance strengths; modest ownership and the company’s shift to Nevada (with broader director protections) warrant ongoing monitoring of board effectiveness, pay-for-performance alignment, and conflict oversight in financing and equity issuance decisions .