Brandon Alexandroff
About Brandon Alexandroff
Brandon Alexandroff, age 48, is Rumble Inc.’s Chief Financial Officer and Corporate Secretary, a role he has held since February 2016. He has over 20 years of finance experience in media, telecommunications, and technology, including co-founding roles at Mobilicity and XM Satellite Radio Canada where he helped take XM Canada public on the Toronto Stock Exchange. He holds an Honours Business Administration degree from the Ivey School of Business at the University of Western Ontario . Rumble is an emerging growth company (EGC), which affects certain compensation and governance disclosures such as say‑on‑pay and pay‑versus‑performance reporting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mobilicity (Canada) | Co‑founder; VP Finance | 2008–2015 | Helped scale a Canadian consumer wireless operator . |
| XM Satellite Radio Canada | Co‑founder; Director of Finance & IR | 2003–2008 | Helped take the company public on the TSX . |
| Donaldson, Lufkin & Jenrette | Investment Banking Analyst (Space & Satellites) | Not disclosed | Early career capital markets experience in technology/telecom . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | — |
Fixed Compensation
- Rumble’s 2025 proxy identifies Named Executive Officers (NEOs) as the CEO, COO, and former General Counsel; the CFO (Brandon Alexandroff) is not included among NEOs and his specific base salary and bonus are not disclosed in the proxy .
Performance Compensation
- Performance incentive details for the CFO are not specifically disclosed; the company’s short‑term incentive plan (STIP) structure and long‑term equity programs (2022 Plan; 2024 ESPP) are described at a program level, but the CFO’s specific targets, metrics, payouts, and vesting schedules are not provided in the proxy .
Equity Ownership & Alignment
| Metric | Amount | Notes |
|---|---|---|
| Class A shares owned | 11,870 | Direct Class A common stock . |
| ExchangeCo shares owned | 1,004,516 | Exchangeable 1:1 into Class A; issued with tandem Class C voting shares . |
| Options exercisable within 60 days | 8,219,777 | Company options; portion subject to escrow . |
| Total beneficial ownership (Class A basis) | 9,236,163 | Sum of Class A + ExchangeCo + options exercisable in 60 days . |
| % of Class A beneficial ownership | 2.7% | Based on company methodology . |
| Voting power | <1% | As reported (“*” less than 1%) . |
| Class C voting shares (non‑economic) | 1,004,516 | Tandem with ExchangeCo shares; one vote per share . |
| ExchangeCo shares in escrow | 1,004,515 | Subject to escrow conditions . |
| Options in escrow | 5,222,498 | Portion of options under escrow restrictions . |
| Hedging/Pledging | Permitted (discouraged; needs pre‑clearance) | Company policy discourages derivatives and standing orders; hedging/pledging generally not prohibited . |
| Rule 10b5‑1 plans | Permitted | Executives may adopt, amend, or terminate trading plans subject to policy . |
| Ownership guidelines | Board oversight; not specified for executives | Corporate governance guidelines reviewed; executive ownership requirements not detailed . |
Employment Terms
| Item | Disclosure |
|---|---|
| Role and start date | CFO since February 2016; also Corporate Secretary . |
| Employment agreement (CFO) | Not disclosed in proxy; agreements summarized for CEO, COO, and former General Counsel only . |
| Severance / Change‑of‑Control | CFO-specific terms not disclosed; none of the NEOs have additional change‑in‑control benefits beyond employment agreements . |
| Clawback | Not specifically disclosed as a standalone CFO provision; general policies and committee oversight described . |
| Non‑compete / Non‑solicit | Not disclosed for CFO; restrictions summarized for other executives in employment agreements . |
| Insider trading controls | Blackout periods; short sales prohibited; derivatives discouraged; pre‑clearance required . |
Performance & Track Record
- Tenure and background: Longstanding CFO since 2016 with prior roles in telecom and media; led finance at Mobilicity and XM Canada, including the XM Canada listing on TSX .
- Governance context: Rumble is a “controlled company” on Nasdaq; CEO holds ~83% of voting power, which shapes governance dynamics and committee independence (CFO is not a director) .
Compensation Structure Analysis
- Transparency gap: CFO compensation (cash/equity mix, targets, payouts) is not enumerated in the NEO tables, limiting pay‑for‑performance assessment at the individual level .
- Equity alignment: CFO holds meaningful equity exposure via ExchangeCo shares and substantial options, though a large portion is subject to escrow restrictions, which may temper near‑term liquidity but align longer‑term incentives .
Related Party Transactions and Risks
- Hedging/Pledging: Company policy does not prohibit pledging or hedging; while transactions require pre‑clearance, allowance of pledging is a potential alignment red flag depending on use (no CFO pledging disclosed) .
- Controlled company status: High CEO voting concentration may reduce influence of other officers on governance matters .
Investment Implications
- Alignment: Alexandroff’s 9.24M beneficial Class A equivalent interests (including 8.22M options) and 1.00M ExchangeCo/Class C voting shares indicate substantial skin‑in‑the‑game, though escrow restrictions limit near‑term monetization .
- Retention and selling pressure: Lack of disclosed CFO‑specific severance/change‑of‑control and absence of detailed vesting schedules/payout metrics reduces visibility into retention levers and potential insider selling cadence; monitor Rule 10b5‑1 plan adoptions and Form 4 filings to assess selling pressure .
- Governance risk: Permissive hedging/pledging policy and controlled‑company dynamics increase governance‑related risk; investors should watch for any pledging disclosures, policy changes, and compensation committee decisions affecting executive alignment .
- Data gaps: CFO compensation and performance metric linkages are not disclosed; engagement with IR and future proxies is needed to evaluate pay‑for‑performance alignment at the individual level .