DEF 14A of NeoVolta Inc.
Filed Oct 31, 2024 · FY20240001683168-24-007482
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| Brent Willson Age: 59 Director Since: 2018 Committees: None | Brent Willson has served as founder and a director since our inception. Col Willson served as our president and chief executive officer from inception until April 2024, and has served as our chief technology officer since April 2024. Col Willson retired after more than 31 years of distinguished service with the United States Marine Corps, in December 2017. Col Willson rose to the rank of USMC Colonel where he was responsible for large acquisitions, security, facilities and infrastructure, and was an aviator. At the Office of the Secretary of Defense for Acquisition, Col Willson was responsible for managing the Defense Department’s $100 billion portfolio of helicopters and tilt-rotor aircraft. In January 2018, Col Willson served as a director and as president and chief executive officer of Holly Brothers Pictures, Inc., a crypto-currency company. Col Willson resigned from Holly Brothers Pictures, Inc. on November 15, 2019. Col Willson holds a BS in Business Administration, a Masters of Military Science, a Masters of National Security and Strategic Studies, and is a Level II Program Manager. Col Willson also holds all military pilots ratings and FAA multi-engine airplane/helicopter with instrument license. We believe Col Willson’s background in managing large portfolios and his educational background qualifies him to serve as a director of the Company. | | Steve Bond Age: 50 Director Since: 2018 Committees: None | Steve Bond has served as a director and as our chief financial officer since May 2018. Over the last 15 years, Steve Bond has worked with over 100 companies as a consulting executive in finance, strategy and revenue growth. Mr. Bond resigned as a director and as chief financial officer of Holly Brothers Pictures, Inc., a crypto-currency company, on November 15, 2019. Mr. Bond has been active in the San Diego Rotary Club and served on the Board of Promises to Kids. Mr. Bond graduated Summa Cum Laude in Finance from San Diego State University in 2000. We believe Mr. Bond’s consulting experience and his educational background qualifies him to serve as a director of the Company. |
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| James Amos Age: 77 Director Since: 2021 Committees: • Audit • Compensation • Nominating and Governance (Chair) | James Amos has served as a director since January 2021. Gen Amos was nominated by President Barack Obama in 2010, and confirmed by Congress, as the 35th Commandant of the U.S. Marine Corps, the highest-ranking officer in the Marine Corps. Upon retirement in 2014, he joined the Board of Directors of LORD Corporation, a global leader in motion and control technologies, and later served as its Chairman of the Board of Directors prior to its acquisition by Parker Hannifin in 2019. Gen Amos currently serves as a strategic advisor to the President of ST Engineering - North America, a member of the President of Huntington Ingalls Shipbuilding Strategic Advisory Panel, a member of NOVANT Health’s Board of Trustees, a member of the Board of Advisors for the Jewish Institute for National Security in America (JINSA), a member of Charlotte’s Veterans Bridge Home Advisory Board, as well as Founder of Windsock LLC. Gen Amos graduated from the University of Idaho in 1970 with a Bachelor of Science degree in finance and economics. Gen Amos previously served as Chairman of the Board of Directors of the Semper Fi Fund/America’s Fund. We believe Gen Amos’s leadership in both his military and civilian endeavors qualifies him to serve as a director of the Company. |
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| Susan Snow Age: 66 Director Since: 2022 Committees: • Audit (Chair) • Compensation • Nominating and Governance | Susan Snow has served as a director since July 2022. From January 2018 to December 2021, Ms. Snow served as Senior VP, Operations at Redhorse, a consulting firm specializing in contacts and relationships with U.S. governmental agencies. Previously, from May 2009 until January 2018, Ms. Snow was a principal at Transitional Finance Partners. Ms. Snow began her professional career and earned her CPA at KPMG, where she spent four years before leaving for a Chief Financial Officer role in private industry. Since December 2021, Ms. Snow has served as director of Creative Medical Technology Holdings, Inc. We believe Ms. Snow’s financial and corporate experience and expertise qualify her to serve as one of our directors. | | John Hass Age: 54 Director Since: 2022 Committees: • Audit • Compensation (Chair) • Nominating and Governance | John Hass has served as a director since July 2022. Mr. Hass has served as the Chief Product Officer for Shoals Technologies Group, Inc., a Nasdaq-listed electrical Balance of Systems provider for solar, energy storage, and eMobility, since September 2021. Prior, he was Founder and CEO of ConnectPV, Inc., from January 2015 until September 2021, providing electrical Balance of Systems products to the utility scale solar and white labelling Residential Energy Storage systems for NeoVolta. Mr. Hass served as CEO of SolarBOS, also supporting electrical Balance of System products in the solar industry, from March 2013 through November 2014. Mr. Hass began his professional career at TEAL Electronics in 1994 and has a Bachelor of Science in Mechanical Engineering and a Masters in Business Administration from San Diego State University. We believe that John’s experience that spans almost three decades in power systems development, renewable energy and manufacturing qualify him to serve as one of our directors. |
Diversity of Directors
| Compensation Committee | | | | | Members: | | Key Oversight Responsibilities: | | | • | John Hass (Chair) | • | reviewing and recommending all elements and amounts of compensation for each executive | | • | Susan Snow | | officer, including any performance goals applicable to those executive officers; | | • | James Amos | • | reviewing and recommending for approval the adoption, any amendment and termination of | | | | | all cash and equity-based incentive compensation plans; | | Meetings in fiscal 2024: one | | • | once required by applicable law, causing to be prepared a committee report for inclusion in | | | | | applicable SEC filings; | | ✔ All members of the Compensation | | • | approving any employment agreements, severance agreements or change of control agreements | | Committee are independent | | | that are entered into with the CEO and certain executive officers; and | | | | • | reviewing and recommending the level and form of non-employee director compensation and | | ✔ All members of the Compensation | | | benefits. | | Committee qualify as “nonemployee” | | | | | directors within the meaning of | | | Our Chief Executive Officer reviews the performance of our other executive officers (other than | | Rule 16b-3 under the Exchange Act | | himself) and, based on that review, our Chief Executive Officer makes recommendations to the | | | | | Compensation Committee about the compensation of executive officers (other than himself). Our Chief | | | | | Executive Officer does not participate in any deliberations or approvals by the Board or the | | | | | Compensation Committee with respect to his own compensation. | |
Diversity of Directors
| Name | Stock Awards | Fees earned or paid in cash | Total | | James Amos(1) | $65,000 | $– | $65,000 | | Susan Snow(2) | $45,500 | $19,500 | $65,000 | | John Hass(3) | $65,000 | $– | $65,000 |
Diversity of Directors
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(2) | Total ($) | | Ardes Johnson, Chief Executive Officer (since April 29, 2024) | 2024 | 58,333 | 2,854,000 | 2,912,333 | | Brent Willson, Director | 2024 | 165,000(1) | – | 165,000 | | President and Chief Executive Officer (before April 29, 2024) | 2023 | 165,000(1) | – | 165,000 | | Steve Bond, Director and | 2024 | 125,000(3) | – | 125,000 | | Chief Financial Officer | 2023 | 125,000(3) | – | 125,000 |
Outstanding Equity Awards at Fiscal Year-End - 2024
Outstanding Equity Awards at Fiscal Year-End - 2024
Outstanding Equity Awards at Fiscal Year-End - 2024
| Name | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) (1) | | Ardes Johnson | -- | -- | 1,280,000 (2) | 3,379,200 | | Brent Willson | -- | -- | -- | -- | | Steve Bond | -- | -- | -- | -- |
Outstanding Equity Awards at Fiscal Year-End - 2024
| (1) Based on the closing price of the Company’s common stock on June 30, 2024, of $2.64. | | (2) Consists of an RSU award that vests over a four-year period beginning April 29,2024, subject to his continued employment with the Company. |
Outstanding Equity Awards at Fiscal Year-End - 2024
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS Policies and Procedures for Related Party Transactions Our audit committee charter provides that our audit committee is responsible for reviewing and approving in advance any related party transaction. This will cover, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In determining whether to approve a proposed transaction, our Audit Committee will consider all relevant facts and circumstances including: (i) the materiality and character of the related party’s direct or indirect interest; (ii) the commercial reasonableness of the terms; (iii) the benefit or perceived benefit, or lack thereof, to us; (iv) the opportunity cost of alternate transactions; and (v) the actual or apparent conflict of interest of the related party. SECTION 16(A) REPORTS Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of the outstanding shares of common stock to file reports with the SEC disclosing their ownership of common stock at the time they become subject to Section 16(a) and changes in such ownership that occur during the year. Based solely on a review of copies of such reports furnished to us, or on written representations that no reports were required, we believe that all directors, executive officers and holders of more than 10% of the common stock complied in a timely manner with the filing requirements applicable to them with respect to transactions during the year ended June 30, 2024. PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF MALONEBAILEY, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2025 Stockholders will also be asked to ratify the Audit Committee’s appointment of MaloneBailey, LLP to audit the books and accounts of the Company for the fiscal year ending June 30, 2025. MaloneBailey, LLP has served as the Company’s independent registered public accounting firm since inception. A representative of MaloneBailey, LLP is expected to be present virtually at the Annual Meeting, will have an opportunity to make a statement if he or she desires to do so, and will be available to respond to appropriate questions. Because your vote is advisory, it will not be binding upon the Audit Committee, overrule any decision made by the Audit Committee, or create or imply any additional fiduciary duty by the Audit Committee. The Audit Committee may, however, take into account the outcome of the vote when considering future auditor appointments. Audit Fees and Services Aggregate fees for professional services rendered by MaloneBailey, LLP for their services for the fiscal years ended June 30, 2024 and 2023, respectively, were as follows:
Outstanding Equity Awards at Fiscal Year-End - 2024
| | 2024 | 2023 | | Audit Fees | $128,618 | $119,818 | | Audit-related fees | – | 35,000 | | Tax fees | 3,090 | 2,500 | | All other fees | – | – | | TOTAL | $131,708 | $157,318 |
Outstanding Equity Awards at Fiscal Year-End - 2024
Audit Fees Audit fees represent the aggregate fees billed for professional services rendered by our independent accounting firm for the audit of our annual financial statements, review of financial statements included in our quarterly reports, or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years. Audit-Related Fees Audit-related fees represent the aggregate fees billed for reviews of registration statements as well as assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” Tax Fees Tax fees represent the aggregate fees billed for professional services rendered by our principal accountants for tax compliance, tax advice, and tax planning for such years. All Other Fees All other fees represent the aggregate fees billed for products and services other than the services reported in the other categories. Audit Committee Pre-Approval Policies and Procedures The Audit Committee on an annual basis reviews audit and non-audit services performed by the independent auditors. All audit and non-audit services are pre-approved by the Audit Committee, which considers, among other things, the possible effect of the performance of such services on the auditors’ independence. All services provided by the independent auditors during the years ended June 30, 2024, and 2023 were approved by the Audit Committee in accordance with our pre-approval policy and applicable SEC regulations. PROPOSAL 3: TO APPROVE THE AMENDMENT TO THE NEOVOLTA, INC. 2019 STOCK PLAN Our Board and the Compensation Committee of the Board approved an increase in number of shares of common stock authorized for issuance under the NeoVolta, Inc. 2019 Stock Plan (the “Existing 2019 Plan”) by 5,000,000 shares, subject to the receipt of stockholder approval, which the Company is seeking at this stockholders’ meeting. The complete text of the amendment is set forth in the NeoVolta, Inc. 2019 Stock Plan, as amended, a copy of which is attached as Annex A to this proxy statement (the “Amended 2019 Plan”).