Andrew Norstrud
About Andrew Norstrud
Andrew J. Norstrud is Chief Financial Officer and a Director of Upexi (UPXI). He joined as a consultant in July 2019, became CFO in April 2020, and joined the Board in January 2020. He is 51 years old (2025), holds a BA in Business and Accounting (Western State College) and a Master of Accounting with systems emphasis (University of Florida), and is a Florida-licensed CPA . Company performance during his tenure shows recent quarterly revenue of $9.24M in Q1 2026 with net income of $66.75M, following lower revenue and losses through FY2024, indicating a sharp rebound tied to recent business developments . Historical TSR in the Pay vs Performance table was $67.85 (FY2022) and $36.35 (FY2023) for a $100 initial investment, with net losses those years, contextualizing mixed pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GEE Group Inc. | CFO | Mar 2013–Jun 2018 | Led finance; prior CEO Mar 7, 2014–Apr 1, 2015; director Mar 7, 2014–Aug 16, 2017 |
| Norco Accounting & Consulting | Consultant | Oct 2011–Mar 2013 | Advisory for growth-stage public companies |
| Jagged Peak | CFO | Oct 2005–Oct 2011 | Built financial team; M&A integration; public company controls |
| Segmentz, Inc. (XPO Logistics) | CFO | Prior to Jagged Peak tenure | Instrumental in growth initiatives and public company structure |
| Grant Thornton LLP; PwC LLP | Auditor/Consultant | Prior | Public-company financial reporting expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| nDivsion Inc. | CFO and Director | Since Jan 2019 | Concurrent role noted in 2022 proxy |
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | Other ($) | Notes |
|---|---|---|---|---|
| 2021 | 210,000 | 50,000 | — | Options awards $344,900 recognized under ASC 718 |
| 2022 | 250,000 | 200,000 | — | Options awards $476,400 recognized |
| 2023 | 250,000 | 150,000 | 30,000 | COO listed separately; Norstrud NEO |
| 2024 | 250,000 | — | — | Accrued and unpaid bonus $375,000 (not in SCT) |
| 2025 (new agreement) | 350,000 (effective Apr 24, 2025) | Quarterly bonus 30–100% of salary (CEO determined) | — | 3-year term, auto-renew 1 year |
- Employment agreement dates and core terms: Feb 1, 2021 agreement (3-year term; auto-renew 1 year; base $250k; annual bonus to be agreed; 388,889 options at $1.53; 10-year term; cashless exercise) . New agreement on Apr 24, 2025 (3-year term; auto-renew 1 year; base $350k; quarterly bonus 30–100%; additional incentive compensation at CEO/Board discretion) . FY2025 10-K confirms term ending Apr 24, 2028 and equity grant terms .
Performance Compensation
| Metric/Instrument | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual bonus (2021–2024 agreements) | Discretionary | Criteria to be agreed by CEO/Comp Committee | Examples: $200k (FY2022), $150k (FY2023), accrued $375k (FY2024) | N/A |
| Quarterly bonus (from Apr 24, 2025) | Discretionary | 30%–100% of salary (CEO determined) | Paid quarterly; amount at CEO discretion | N/A |
| RS grant (Apr 24, 2025, 100,000 shares) | N/A | N/A | As of Jun 30, 2025, 20,000 vested, 80,000 unvested | 10% per month for 10 months |
| Stock options (Feb 1, 2021 agreement) | N/A | N/A | Options outstanding/exercisable per tables below | 10-year term; monthly vesting noted |
- No explicit quantitative performance metrics (e.g., revenue, EBITDA, TSR) are disclosed as triggers for Norstrud’s bonuses; structure is discretionary and CEO/Committee determined .
- Equity plan tax and 83(b) guidance included in proxy for participants generally .
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned | % of Class | Composition/Notes |
|---|---|---|---|
| Jun 20, 2025 | 99,138 | 0.26% | 79,138 common; 20,000 restricted stock vesting within 60 days |
| Apr 19, 2024 | 1,061,112 | 4.92% | 305,556 common; 755,556 options exercisable within 60 days |
Outstanding Equity Awards
| Instrument | Quantity | Exercise Price | Expiration | Status |
|---|---|---|---|---|
| Options (as of Jun 30, 2024) | 10,000 | $83.60 | 7/21/2031 | Exercisable |
| Options (as of Jun 30, 2024) | 8,334 | $30.60 | 2/1/2031 | Exercisable |
| Options (as of Jun 30, 2024) | 19,445 | $30.60 | 6/1/2029 | Exercisable |
| RS grant (as of Jun 30, 2025) | 80,000 unvested; 20,000 vested not issued | N/A | N/A | Vests 10,000/month |
- Hedging policy: Company has not adopted a hedging policy for officers/directors (alignment risk) .
- Pledging: No disclosure found.
- Ownership guidelines: Not disclosed.
- Section 16 compliance: Late Form 4 filings noted; Andrew Norstrud filed late on Apr 25, 2025 for transactions dated Apr 17, 2025 (monitor for selling pressure around equity events) .
Employment Terms
| Agreement | Term & Renewal | Base | Variable Pay | Equity | Change-in-Control/Severance | Covenants |
|---|---|---|---|---|---|---|
| Norstrud Employment Agreement (Feb 1, 2021) | 3-year to Feb 1, 2024; auto 1-year renewal | $250,000 | Annual bonus (criteria agreed) | 388,889 options @ $1.53; 10-year, cashless, vest over 2 years | Accelerated option vesting upon Good Reason/CoC subject to Committee approval; lump sum payment equal to 3x base + target bonus + continuation of spouse/dependent benefits (proxy text references “Mr. Marshall” in this clause but context is Norstrud’s agreement) | Standard non-compete and confidentiality |
| Norstrud Employment Agreement (Apr 24, 2025) | 3-year to Apr 24, 2028; auto 1-year renewal | $350,000 | Quarterly 30%–100% of salary (CEO determined); additional incentives at CEO/Board discretion | 100,000 RSUs vesting 10% per month for 10 months | Standard termination; change-of-control, non-compete and confidentiality (general description) | Standard non-compete, confidentiality |
Board Governance
- Role: Director since January 2020; dual role as CFO + Director (non-independent) .
- Committees: Audit, Compensation, and Nominating & Governance committees exist; membership is fully independent (Salkind, Williams, Dugan). Norstrud not listed as a committee member, mitigating some dual-role independence concerns .
- Committee activity: Audit met five times in FY2024; Compensation met two times in FY2024; Nominating & Governance at least annually .
- Director compensation (non-employee): $5,000 per quarterly meeting; $5,000–$7,000 for committee chair; option grants historically to independent directors .
Company Operating Performance (for Pay-for-Performance context)
| Metric (USD) | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 | Q4 2025 | Q1 2026 |
|---|---|---|---|---|---|---|---|---|
| Revenues | 7,462,880* | 5,223,242* | 5,039,840* | 4,356,515 | 4,005,492 | 3,160,480 | 4,288,858* | 9,239,745 |
| EBITDA | (1,469,236)* | (4,180,795)* | (3,549,257)* | (1,076,070)* | (833,447)* | (3,639,517)* | (6,462,954)* | 69,310,367* |
| Net Income (IS) | (2,438,919)* | (4,118,612)* | (15,745,519)* | (1,625,577)* | (1,301,310)* | (3,831,660)* | (6,925,662)* | 66,748,122 |
Values with an asterisk were retrieved from S&P Global.
Compensation Structure Analysis
- Shift to RSUs in 2025: Introduction of 100,000 time-based RS grant vesting over 10 months suggests increased emphasis on retention vs option leverage; options remain in legacy grants at higher strikes (e.g., $83.60, $30.60), which may be out-of-the-money, reducing immediate selling pressure .
- Increase in guaranteed cash: Base salary increased from $250,000 to $350,000 in Apr 2025, with potential quarterly bonuses up to 100% of salary determined by CEO—greater guaranteed component and discretionary variable pay .
- Discretionary bonuses: Bonuses historically discretionary and Committee/CEO determined; absence of disclosed quantitative targets limits pay-for-performance transparency .
- Clawbacks/hedging: No hedging policy adopted; no explicit clawback disclosures identified, an alignment gap relative to best practices .
Risk Indicators & Red Flags
- Late Section 16 filings: Norstrud filed a late Form 4 on Apr 25, 2025 for transactions dated Apr 17, 2025—monitor for patterns around grants/blackout windows .
- Hedging policy absent: No anti-hedging policy for officers/directors—potential misalignment risk .
- Discretionary bonus design: Lack of disclosed performance metrics and CEO-determined quarterly bonus ranges increases subjectivity risk .
- Equity line and share issuance proposals: 2025 special proxy sought approval for a $500M equity-based line potentially >20% issuance; dilution dynamics may affect long-term alignment of equity awards .
Say-on-Pay & Peer Group
- Say-on-pay history: Not disclosed in available proxies.
- Compensation peer group: Not disclosed; committee charters reference use of consultants, but peer selection details not provided .
Expertise & Qualifications
- Credentials: BA (Western State College), Master of Accounting (University of Florida), Florida CPA .
- Functional expertise: Public company finance, M&A integration, building controls and teams for high-growth companies; prior CFO roles at Jagged Peak, Segmentz/XPO Logistics, and GEE Group .
Work History & Career Trajectory
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Upexi, Inc. | CFO; Director | Apr 2020–present; Director since Jan 2020 | Consultant since Jul 2019 before CFO |
| GEE Group Inc. | CFO; CEO; Director | CFO Mar 2013–Jun 2018; CEO Mar 7, 2014–Apr 1, 2015; Director Mar 7, 2014–Aug 16, 2017 | |
| Jagged Peak | CFO | Oct 2005–Oct 2011 | Growth and integration |
| Segmentz, Inc. (XPO Logistics) | CFO | Prior | Public company structure and acquisitions |
| Grant Thornton; PwC | Audit/Consulting | Prior | Public company reporting |
| nDivsion Inc. | CFO and Director | Since Jan 2019 | Concurrent role noted in 2022 proxy |
Board Service History and Dual-Role Implications
- Board service: Director since January 2020 .
- Committees: Independent directors populate Audit, Compensation, and Nominating & Governance; Norstrud is not on these committees .
- Independence: As CFO, Norstrud is not independent; however, committee independence and chair roles (Dugan as Audit chair; Salkind as Compensation chair; Williams as Nominating & Governance chair) provide oversight buffers .
- Attendance: Committee meeting counts (Audit five in FY2024; Compensation two in FY2024) suggest active oversight; specific board attendance rates for Norstrud not disclosed .
Equity Vesting Schedule (Apr 24, 2025 RS Grant)
- 100,000 shares vest 10% per month for 10 months; as of Jun 30, 2025, 20,000 had vested but not yet issued; 80,000 remained unvested .
Employment & Contracts – Additional Notes
- The 2021 agreement provides accelerated vesting for options upon certain terminations and change-of-control, with a lump-sum severance formula (3x base + target bonus + benefits); cashless exercise permitted—indicative of retention and transition risk mitigation .
- FY2025 10-K confirms standard non-compete and confidentiality provisions in the current agreement .
Investment Implications
- Alignment: Equity shifted to short-duration RSUs vesting over 10 months, increasing near-term retention value but potentially elevating selling pressure as tranches settle; lack of hedging policy and discretionary bonus design are governance gaps investors should monitor .
- Retention and severance: Enhanced base pay and quarterly bonus structure (30–100% of salary) plus robust severance/change-of-control terms support retention but could raise payout risk in downside scenarios .
- Trading signals: Late Form 4 in April 2025 and RS vesting cadence (10,000/month) warrant continuous monitoring of insider activity for supply overhang and pre/post blackout timing .
- Performance linkage: Absence of disclosed quantitative performance metrics in incentive plans reduces pay-for-performance transparency; investors may prefer clearer ties to revenue/EBITDA/TSR thresholds as UPXI transitions to profitability .
- Governance buffer: Dual role (CFO + Director) is mitigated by fully independent committees and active meeting cadence; nonetheless, independence concerns persist at the full board level given management participation .