Andrea Makkai
About Andrea Makkai
Andrea Makkai is Urgent.ly’s Corporate Controller and serves as Principal Accounting Officer, appointed effective August 5, 2025, when the Board designated her Principal Accounting Officer following the CFO’s separation . In Q2 2025, she led the accounting function as the company delivered revenue of $31.7M, expanded gross margin to 25% (from 21.2% YoY), and reduced non-GAAP operating loss to $0.199M (97% improvement), while cash was $4.8M and principal debt was $55.3M; management targeted maintaining non-GAAP operating breakeven in Q3 2025 and guided FY2025 revenue to $31–34M . Company policy prohibits hedging and pledging of company stock, supporting alignment between insiders and shareholders . She was also designated as a proxy holder for the 2025 annual meeting, highlighting governance responsibility in shareholder processes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Urgent.ly Inc. | Corporate Controller | — | Led principal accounting functions; appointed Principal Accounting Officer on Aug 5, 2025 to ensure continuity in financial reporting and controls . |
Performance & Track Record
| Metric | Q2 2024 | Q2 2025 |
|---|---|---|
| Revenue ($USD Millions) | — | 31.7 |
| Gross Margin (%) | 21.2 | 25.0 |
| GAAP Operating Loss ($USD Millions) | — | 2.2 |
| Non-GAAP Operating Loss ($USD Millions) | 6.2 | 0.199 |
| Cash and Equivalents ($USD Millions) | — | 4.8 |
| Principal Debt ($USD Millions) | — | 55.3 |
| Shares Outstanding (Millions) | — | 1.3 |
| FY 2025 Revenue Guidance ($USD Millions) | — | 31–34 |
| Non-GAAP Operating Breakeven Target | — | Maintain in Q3 2025 |
- Andrea presented Q2 2025 results and outlook on the earnings call as Corporate Controller & Principal Accounting Officer, emphasizing margin improvement and OpEx reductions following the wind-down of autonomous-related costs .
Fixed Compensation
- No new or specific compensation terms were disclosed upon her appointment; the company stated she would continue “under the terms of her existing compensation arrangement” (non-NEO disclosure) .
- Company-wide policies: compensation committee uses Pearl Meyer as an independent consultant for market benchmarking and oversees clawback and pay risk frameworks .
Performance Compensation
- No performance-based award disclosures for Makkai (non-NEO) in the latest proxy and 10-K/A. The company did not grant stock options to named executive officers in 2024 and generally does not time grants around material non-public information .
Equity Ownership & Alignment
| Holder | Security Type | Quantity | Status | Exercise Price | Expiration | Source |
|---|---|---|---|---|---|---|
| Andrea Makkai | Common Stock | 12,218 | Direct | — | — | Form 3 |
| Andrea Makkai | Employee Stock Option | 5 | Fully vested/exercisable | $1,490.40 | 05/17/2031 | Form 3 |
- Hedging/derivatives prohibited; pledging/margin accounts prohibited under insider trading policy (reduces misalignment and leverage risk) .
- Ownership guidelines for executives not disclosed in filings; outside director equity policies are defined separately .
Employment Terms
- Appointed Principal Accounting Officer on Aug 5, 2025; continues under existing compensation arrangements; no separate employment agreement or severance terms disclosed for Makkai (standard indemnification agreement will be executed) .
- Company maintains a Compensation Recovery (clawback) Policy applicable broadly to executives .
Compensation Committee Analysis
- Compensation Committee (Chair: Gina Domanig; members: James Micali, Andrew Geisse) oversees executive pay, equity plans, and clawback policies; members are independent under Nasdaq and Rule 16b-3 .
- The committee retained Pearl Meyer in FY2024 for executive and director compensation benchmarking (no other services) .
Governance & Shareholder Processes
- Makkai was designated as a proxy holder for the 2025 annual meeting with CEO Matthew Booth, responsible for voting proxies per Board recommendations when no specific instructions are provided .
- Delinquent Section 16(a) reports were minimal in 2024 (one late Form 4 for a director, not related to Makkai) .
Risk Indicators & Policies
- No related-party transactions or legal proceedings disclosed relating to Makkai; company’s related-party transaction oversight sits with the Audit Committee under a formal policy .
- Reverse stock split (1-for-12) enacted in March 2025; share counts adjusted accordingly in filings (impacts equity award and ownership presentation) .
Investment Implications
- Alignment: Direct ownership (12,218 shares) and fully vested, de minimis option exposure suggest limited upcoming forced vest/sale dynamics; the company’s no-hedging/no-pledging policy mitigates hedging/pledging red flags .
- Execution: As PAO, Makkai’s reported Q2 metrics show tangible operating progress (margin expansion; drastic non-GAAP loss reduction), and credible targets (maintain non-GAAP breakeven in Q3) that support improving cash efficiency despite leverage; monitoring quarterly call commentary and 8-K results for sustained margin discipline is warranted .
- Retention risk: Lack of disclosed individualized guarantees, severance, or CIC protections implies standard terms; continued execution credibility and governance responsibilities (proxy holder designation) point to key role stability, but absence of detailed compensation levers reduces visibility into pay-for-performance alignment for this non-NEO .