Andersen Group adds Susan Decker to board
Andersen Group Inc. appointed Susan Decker to its Board of Directors, expanding the Board to eight members, with her initial term running until the 2026 annual meeting of stockholders.
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Form Type
8-K
Rhea-AI Filing Summary
Andersen Group Inc. appointed Susan Decker to its Board of Directors, expanding the Board to eight members, with her initial term running until the 2026 annual meeting of stockholders. She has been deemed an independent director and will serve on the compensation and risk committees.
Under a prior letter agreement, Ms. Decker had received 2,500 profits interest units in Andersen Tax LLC, which were exchanged in the IPO reorganization for 250,000 Class X Aggregator Units. She must retain one-third of this grant and may convert no more than 20% per year into Class A common stock, with company repurchase rights on portions of the grant at book value if her board service ends before specified dates through July 1, 2029.
8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Key Figures
Board size: 8 directors
Profits interest units granted: 2,500 units
Exchanged Class X Aggregator Units: 250,000 units
+5 more
8 metrics
Board size
8 directors
Number of authorized directors after Susan Decker’s appointment
Profits interest units granted
2,500 units
Original grant in Andersen Tax LLC under the letter agreement
Exchanged Class X Aggregator Units
250,000 units
Units received after IPO reorganization in exchange for profits interest units
Retention requirement
one-third of grant
Portion of Susan Decker’s grant she must retain
Annual conversion cap
20% of grant per year
Maximum portion of grant convertible into Class A common stock on cumulative basis
Repurchase right if not director by July 1, 2026
80% of grant
Company right to repurchase at book value if she had not become director
Repurchase right before July 1, 2027
60% of grant
Portion the company may repurchase at book value if service ends before this date
Repurchase right before July 1, 2028 and 2029
40% and 20% of grant
Repurchase percentages if service ends before July 1, 2028 or July 1, 2029
Key Terms
profits interest units, Class X Aggregator Units, independent director, compensation committee, +2 more
6 terms
profits interest units financial
"was granted 2,500 profits interest units (the “Grant”) in Andersen Tax LLC"
Class X Aggregator Units financial
"these profits interest units were exchanged for 250,000 Class X Aggregator Units"
independent director regulatory
"The Board has determined that Ms. Decker is an independent director in accordance"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
compensation committee financial
"has appointed Ms. Decker as a member of the compensation committee and the risk committee"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
risk committee financial
"has appointed Ms. Decker as a member of the compensation committee and the risk committee"
A risk committee is a group, usually part of a company’s board or senior leadership, tasked with spotting, assessing and guiding how the company manages threats to its finances, operations and compliance—think of it as a regular safety inspection for the business. Investors care because the committee’s work influences how likely the company is to avoid big losses, regulatory trouble or surprises that can hurt earnings and share value.
indemnification agreement regulatory
"Ms. Decker has entered into the Company’s standard form of indemnification agreement"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Andersen Group Inc. (ANDG) announce in this Form 8-K?
Andersen Group Inc. appointed Susan Decker to its Board of Directors, expanding the Board to eight members. Her initial term runs until the 2026 annual meeting, and she will serve on the compensation and risk committees as an independent director under SEC and NYSE rules.
Who is Susan Decker and what is her role at Andersen Group (ANDG)?
Susan Decker has been appointed as an independent director on Andersen Group’s Board. Her initial term extends to the 2026 annual meeting, and she will sit on the compensation and risk committees, helping oversee executive pay decisions and the company’s approach to managing key risks.
What equity grant is associated with Susan Decker’s service on Andersen Group’s board?
Susan Decker previously received 2,500 profits interest units in Andersen Tax LLC, later exchanged for 250,000 Class X Aggregator Units. She must retain one-third of this grant and faces annual limits on converting these units into Andersen Group Class A common stock under the letter agreement.
What limits apply to Susan Decker’s ability to convert her Andersen equity grant?
Under the letter agreement, Susan Decker must keep one-third of her 250,000 Class X Aggregator Unit grant. She is also restricted from converting more than 20% of the grant into Andersen Group’s Class A common stock per year, calculated on a cumulative basis over time.
What repurchase rights does Andersen Group (ANDG) have over Susan Decker’s grant?
If Susan Decker had not joined the board by July 1, 2026, Andersen could repurchase 80% of the grant at book value. If her director service ends before July 1 of 2027, 2028, or 2029, the company may repurchase 60%, 40%, or 20% of the grant, respectively.
On which committees will Susan Decker serve at Andersen Group Inc. (ANDG)?
Susan Decker will serve on Andersen Group’s compensation committee and risk committee. These board committees oversee executive compensation programs and the company’s risk oversight framework, adding an independent director’s perspective to pay, incentive structures, and overall risk management practices.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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