Alexandre Zyngier
About Alexandre Zyngier
Independent Class III director at Urgent.ly (ULY) since January 23, 2025; age 56 as of November 6, 2025. Founder and Managing Director of Batuta Capital Advisors LLC (since 2013). MBA in Finance and Accounting from the University of Chicago. The board has determined he is independent under Nasdaq standards; his current term runs to the 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arrival SA | Director (prior) | Not disclosed | Not disclosed |
| Appvion Holding Corp | Director (prior) | Not disclosed | Not disclosed |
| GT Advanced Technologies Inc. | Director (prior) | Not disclosed | Not disclosed |
| Torchlight Energy Resources Inc. | Director (prior) | Not disclosed | Not disclosed |
| Eileen Fisher Inc. | Director (prior) | Not disclosed | Not disclosed |
| AudioEye, Inc. | Director (prior) | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Beyond Meat Inc. | Director | Current | Not disclosed |
| Lazydays Holdings Inc. | Director | Current | Not disclosed |
| Unifin Financiera SAB de CV | Director | Current | Not disclosed |
| Nu Ride Inc. | Director | Current | Not disclosed |
| Slam Corp (SPAC) | Director | Current | Not disclosed |
| COFINA Puerto Rico | Director | Current | Not disclosed |
| Atari SA | Director | Current | Not disclosed |
| Batuta Capital Advisors LLC | Managing Director & Founder | Since 2013 | Private investment/advisory firm |
Board Governance
- Independence: Board determined Zyngier is independent (one of six independent directors out of seven as of the proxy).
- Committee assignments: Not listed as a member of the Audit, Compensation, or Nominating & Corporate Governance Committees. Current committee rosters exclude him:
- Audit: Suzie Doran (Chair), James Micali, Ryan Pollock.
- Compensation: Gina Domanig (Chair), Andrew Geisse, James Micali.
- Nominating & Corporate Governance: James Micali (Chair), Gina Domanig.
- Board structure: Independent Chair (James Micali) separate from the CEO (Matthew Booth).
- Risk oversight: Audit oversees financial controls/compliance; Compensation oversees comp-related risk; Nominating/Gov oversees governance/independence/conflicts.
- Attendance (2024): Board held 8 meetings; each director attended at least 75% of board and committee meetings in 2024. (Zyngier joined in 2025; 2024 attendance data does not apply to him.)
- Hedging/pledging: Company prohibits hedging and pledging by directors.
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Retainer (Outside Director) | $50,000 | Paid quarterly in arrears, pro‑rated. |
| Board Chair or Lead Independent Director Fee | $20,000 | In addition to board retainer. |
| Audit Committee – Chair | $20,000 | Chair receives chair fee only (no member fee). |
| Audit Committee – Member | $10,000 | |
| Compensation Committee – Chair | $12,000 | |
| Compensation Committee – Member | $6,000 | |
| Nominating & Gov Committee – Chair | $10,000 | |
| Nominating & Gov Committee – Member | $5,000 | |
| Annual Max (cash + equity) | $750,000 ($1,000,000 in first year) | GAAP grant‑date fair value; excludes non‑director services. |
Director compensation policy developed with input from Pearl Meyer; directors reimbursed for reasonable board-related travel expenses.
Performance Compensation
| Equity Award | Quantum | Vesting | Change-in-Control | Notes |
|---|---|---|---|---|
| Initial RSU Award (for outside directors first joining after 1/23/2025) | 1,666 RSUs | 1/3 on each of first 3 anniversaries | Full vesting upon change in control (if serving at event) | Applies to outside directors joining after Jan 23, 2025 (A&R Effective Date). |
| Annual RSU Award (post 1/23/2025) | 833 RSUs | Earlier of 1-year from grant or day before next annual meeting | Full vesting upon change in control | Granted on annual meeting date. |
| Effective Date RSU (direct listing) | 1,180 RSUs | 3 equal annual installments from Oct 19, 2024 | Not separately stated beyond general CIC vest | Granted to each outside director on direct listing effective date; Zyngier was not a director then. |
- Equity valuation: “Value” for pre‑amendment awards was 30‑trading‑day VWAP before grant; policy shifted to fixed share counts from Jan 23, 2025.
- Clawback policy: Compensation Committee can approve or recommend creation/revision of any clawback policy.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | Beyond Meat Inc.; Lazydays Holdings Inc.; Unifin Financiera SAB de CV; Slam Corp; Atari SA. |
| Government/authority board | COFINA Puerto Rico (taxing authority of Puerto Rico). |
| Private/other boards | Nu Ride Inc.; other private entities. |
| Disclosed interlocks/conflicts with ULY | None disclosed involving Zyngier. |
| Related-party transactions (company-wide) | Significant commercial relationships disclosed with BMW-affiliated and Enterprise-affiliated entities; not linked to Zyngier. |
Expertise & Qualifications
- Founder/operator-investor with multi-industry board experience across public and private companies.
- MBA, University of Chicago; designated independent director under Nasdaq rules.
Equity Ownership
| As of Record Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| November 6, 2025 | — | — | Zyngier not listed with beneficial ownership; table uses “—” for his entry. |
- Ownership methodology: Includes options exercisable and RSUs vesting within 60 days of record date; not deemed outstanding for others’ calculations.
- Hedging/pledging: Prohibited for directors under Insider Trading Policy.
- Section 16(a) compliance: Company reports all required filings timely for 2024 except one late Form 4 for another director; no late filings noted for Zyngier.
Governance Assessment
- Positives
- Independent director with extensive public-board governance background; board maintains independent Chair separate from CEO, supporting oversight.
- Robust anti-hedging and anti-pledging policy enhances alignment; director equity grants with time-based vesting and full vest on change-in-control align director incentives with shareholder outcomes.
- Clear committee charters and risk oversight allocation across committees.
- Watch items / potential red flags
- Beneficial ownership shows no shares as of November 6, 2025; while Initial/Annual RSUs are part of policy, absence of current beneficial ownership may signal limited “skin-in-the-game” pending vesting.
- No committee assignments listed yet (Audit/Comp/NomGov), limiting immediate direct influence on key oversight committees.
- Multiple concurrent directorships may raise bandwidth considerations, though no specific attendance/engagement issues disclosed (2024 attendance data predates his appointment).
Notes on 2024 Director Compensation Context
- For benchmarking, 2024 non-employee directors (excluding employees) received cash fees and RSUs under the prior policy (e.g., $129,124.40 grant-date fair value of Annual RSUs on 6/26/2024). Zyngier received no 2024 director compensation because he joined in 2025.