Edward Hirshfield
Soluna HoldingsAbout Edward R. Hirshfield
Edward R. Hirshfield, 53, has served on Soluna Holdings’ Board since October 2016 and is a Class I director continuing in office until the 2027 annual meeting. He is Managing Member of Apple Ridge Capital Advisors LLC; previously he was Managing Director in B. Riley FBR’s restructuring group (2018–2023) and a partner at Steppingstone Group (2015–2018), with prior roles at CIT Group, CDG Group, Longacre Fund Management, Del Mar Asset Management, and Ramius LLC. He holds a B.S. in Applied Mathematics from Union College and an M.B.A. from Fordham University; the Board cites his valuation and credit analysis expertise as qualifying credentials. He has also served as director of MTI Instruments, Inc. (2016–sale in April 2022) and of SCI (since January 2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apple Ridge Capital Advisors LLC | Managing Member | Current | Special situations and debt advisory; raises debt for lower middle market companies |
| B. Riley FBR, Inc. | Managing Director, Restructuring | 2018–2023 | Advised stressed and distressed companies and constituencies |
| Steppingstone Group, LLC | Partner | 2015–2018 | Special situations private equity |
| CIT Group Inc. | Loan Officer | Not disclosed | Credit origination experience |
| CDG Group | Restructuring Advisor | Not disclosed | Turnaround advisory |
| Longacre Fund Management, LLC | Distressed Debt Investor | Joined 2003 | Buy-side investing at $2.5B fund |
| Del Mar Asset Management, LP | Distressed Investor | 2010–2015 | Buy-side investing |
| Ramius LLC | Distressed Investor | 2010–2015 | Buy-side investing |
| Apple Ridge Advisors LLC | Distressed Investor | 2010–2015 | Buy-side investing |
| MTI Instruments, Inc. (former subsidiary) | Director | 2016–Apr 2022 | Board oversight through sale |
| SCI (subsidiary) | Director | Since Jan 2020 | Subsidiary board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company directorships | None disclosed | — | No current public company boards disclosed for Hirshfield |
Board Governance
- Committees: Audit Committee member; Nominating and Corporate Governance Committee Chairman. Audit Committee members are independent under Nasdaq and SEC rules; Marusak is the committee’s financial expert. The Nominating & Corporate Governance Committee is fully independent and oversees director nominations, governance guidelines, committee composition, and succession planning elements .
- Independence: The Board determined Hirshfield is an “independent director” under Nasdaq rules .
- Attendance: The Board met 26 times in 2024; each director attended at least 75% of aggregate Board and committee meetings during their service period .
- Tenure: Director since October 2016; Class I term continuing until the 2027 annual meeting .
- Audit oversight: The Audit Committee (including Hirshfield) reviewed 2024 audited financials, auditor independence, and recommended inclusion in the 2024 Form 10-K .
Fixed Compensation
| Fiscal Year | Cash Compensation (USD) | Stock Option Awards (USD) | Total (USD) |
|---|---|---|---|
| 2024 | 20,000 | 0 (no options granted in 2024) | 433,537 |
Notes:
- No stock options were granted to directors in 2024; Hirshfield held 300 options outstanding as of Dec 31, 2024 .
Performance Compensation
| Grant Date | Instrument | Shares Granted | Fair Value (USD) | Vesting Terms |
|---|---|---|---|---|
| Apr 15, 2024 | Restricted Common Stock | 35,294 | Included in 2024 stock awards total | Specific dates not disclosed in 2025 Q2 proxy footnote; see schedule below |
| Apr 15, 2024 | Restricted Series A Preferred | 26,489 | Included in 2024 stock awards total | Not specified in Q2 proxy footnote |
| Jun 1, 2024 | Restricted Common Stock | 5,114 | Included in 2024 stock awards total | See schedule below |
| Sep 1, 2024 | Restricted Common Stock | 39,260 | Included in 2024 stock awards total | See schedule below |
| Dec 1, 2024 | Restricted Common Stock | 36,805 | Included in 2024 stock awards total | See schedule below |
Vesting schedule details and outstanding awards (as of Sep 29, 2025):
- 193,418 restricted stock awards vest 100% upon separation from the Company (director separation vesting) .
- 14,423 RSAs: 33% vested on Jun 1, 2025; 33% on Jun 1, 2026; 34% on Jun 1, 2027, subject to continued service .
- 12,132 RSAs: 33% vested on Sep 1, 2025; 33% on Sep 1, 2026; 34% on Sep 1, 2027, subject to continued service .
- 12,268 RSAs: 33% vest on Dec 1, 2025; 33% on Dec 1, 2026; 34% on Dec 1, 2027, subject to continued service .
- 24,657 RSAs: 33% vest on Jun 1, 2026; 33% on Jun 1, 2027; 34% on Jun 1, 2028, subject to continued service .
- 33,226 RSAs: 33% vest on Sep 1, 2026; 33% on Sep 1, 2027; 34% on Sep 1, 2028, subject to continued service .
Holdings at year-end 2024:
- As of Dec 31, 2024, Hirshfield held 1,120 RSUs, 116,473 RSAs, and 17,748 restricted Series A preferred stock awards .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Hirshfield |
| Subsidiary boards | Director at SCI since incorporation (Jan 2020) |
| Prior subsidiary board | Director at MTI Instruments until sale (Apr 2022) |
| Interlocks with customers/suppliers/5% holders | Not disclosed; Board considered associations with >5% holders in independence determinations |
Expertise & Qualifications
- Distressed investing and restructuring expertise across advisory and buy-side roles; operational and investment recommendations, valuation, and credit analysis highlighted by the Board .
- Education: B.S. Applied Mathematics (Union College); M.B.A. (Fordham University) .
- 20+ years analyzing public and private companies .
Equity Ownership
| As of Date | Beneficial Ownership (Shares) | Percent of Class | Options (Exercisable ≤60 days) | Notes |
|---|---|---|---|---|
| Jun 30, 2025 | 191,865 | 1.0% | 300 | Based on 19,055,122 shares outstanding; includes rights exercisable within 60 days |
Additional equity detail:
- Separation-vesting RSAs: 193,418 shares vest 100% upon separation .
- No pledging of company stock disclosed for Hirshfield .
Governance Assessment
- Strengths: Independent director; chairs Nominating & Corporate Governance Committee, indicating leadership in director selection and governance design; serves on Audit Committee overseeing financial reporting, controls, and auditor independence. Attendance thresholds met amid 26 Board meetings in 2024, suggesting engagement .
- Alignment: Meaningful share ownership (1.0% of common), equity-heavy director compensation, and ongoing RSAs suggest skin-in-the-game alignment with shareholders .
- Potential Conflicts: No Hirshfield-specific related-party transactions disclosed; company maintains a policy requiring Audit Committee review and approval of related-person transactions .
- RED FLAGS:
- Separation-vesting awards: A large block of RSAs (193,418) vest 100% upon director’s separation; while common for certain director equity programs, accelerated vesting on separation can dilute pay-for-performance alignment and merits monitoring in downcycles or contentious transitions .
- Option overhang is minimal (300), and no 2024 option grants were made, limiting repricing risk .
- Overall: Hirshfield brings deep restructuring and credit analysis experience valuable for a capital-intensive, volatile business; Committee leadership and independence support governance quality, but the separation-vesting equity construct warrants tracking for investor alignment, especially amid corporate actions (e.g., reverse split context) and market volatility .