DEF 14A of NeoVolta Inc.
Filed Oct 28, 2025 · FY20250001683168-25-007811
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS
Nominees for Election as Directors
Nominees for Election as Directors Our Board has unanimously approved the nomination of Ardes Johnson, Steve Bond, Susan Snow, John Hass, and Chandler Weeks for election as directors to serve until the 2026 Annual Meeting of Stockholders and until their successors are elected and have qualified. Our Board currently has five members. Information about the principal occupations, business experience and qualifications of each of our director nominees is provided below.
Qualifications of 2025 Director Nominees and Continuing Directors
Qualifications of 2025 Director Nominees and Continuing Directors
Qualifications of 2025 Director Nominees and Continuing Directors
| Ardes Johnson Age: 55 Director Since: 2025 Committees: None | Ardes Johnson has served as our chief executive officer since April 2024 and as a director since February 2025. Prior to joining the Company, Mr. Johnson served as president of the U.S. subsidiary of Meyer Burger, a major manufacturer of solar cells and solar modules based in Switzerland. Previously, he held executive sales positions with a number of industrial companies, including General Electric and Tesla. Mr. Johnson holds a B.S. degree in engineering from Texas Tech University and an MBA degree from Southern Methodist University. We believe Mr. Johnson’s experience in our industry and role at the Company qualifies him to serve as a director of the Company. | | Steve Bond Age: 51 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. |
Qualifications of 2025 Director Nominees and Continuing Directors
| Chandler Weeks Age: 46 Director Since: 2025 Committees: • Audit • Compensation • Nominating and Governance (Chair) | Chandler Weeks has served as a director since January 2025. He is a partner in the law firm of Weeks Nelson and has served in such capacity since 2007. Mr. Weeks is a seasoned transactional and business lawyer and has client experience in corporate governance, commercial contracts, and litigation matters for a diverse clientele—ranging from established companies to startups. His expertise spans a variety of industries, including consumer brands, SaaS businesses, and the solar and construction sectors. We believe Mr. Weeks’ background in corporate law qualifies him to serve as a director of the Company. |
Qualifications of 2025 Director Nominees and Continuing Directors
| Susan Snow Age: 67 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: 55 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. |
Compensation of Non-Employee Directors
Compensation of Non-Employee Directors Our non-employee directors receive compensation either in the form of all stock, or a combination of cash and stock, at their election, in addition to reimbursement for travel costs to attend meetings. Each non-employee director receives the cash equivalent of $65,000 per year for being a member of the board, and no additional fees are paid to them for service on our Board committees. Calculation of the stock portion of fees elected by non-employee directors is made quarterly and such shares are issued annually. Payment of the cash portion of fees elected by non-employee directors is made by the Company quarterly. The following table sets forth compensation paid or awarded to, or earned by, each of our directors (except for Mr. Johnson and Mr. Bond, whose compensation is disclosed under “Executive Compensation—Summary Compensation Table” below) during fiscal year 2025:
Compensation of Non-Employee Directors
| Name | Stock Awards | Fees earned or paid in cash | Total | | Chandler Weeks(1) | $32,500 | $– | $32,500 | | Susan Snow(2) | $45,500 | $19,500 | $65,000 | | John Hass(3) | $65,000 | $– | $65,000 |
Compensation of Non-Employee Directors
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Compensation of Non-Employee Directors
| (1) Mr. Weeks received 10,846 shares of stock and zero cash for Board service in the period from January 1, 2025 to June 30, 2025. | | (2) Ms. Snow received 13,457 shares of stock and $19,500 of cash for Board service in the year ended June 30, 2025. | | (3) Mr. Hass received 19,224 shares of stock and zero cash for Board service in the year ended June 30, 2025 |
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Total ($) | | Ardes Johnson, Director and Chief Executive Officer (since April 29, 2024) | 2025 | 350,000(2) | – | 350,000 | | | 2024 | 58,333(2) | 2,854,000 | 2,912,333 | | Steve Bond, Director and Chief Financial Officer | 2025 | 153,333(2) | 792,000 | 945,333 | | | 2024 | 125,000(2) | – | 125,000 | | Michael Mendik, Chief Operating Officer (from January 6, 2025 until October 1, 2025) | 2025 | 100,000(2) | 781,500 | 881,500 |
Summary Compensation Table
| (1) Represents the full grant date fair value of the stock awards and do not necessarily correspond to the actual value that may be realized by the holder. For additional information, see “Executive Agreements” below. | | (2) The amounts shown in the first column represent the payments made or accrued by the Company: (i) to Mr. Johnson in the period from July 1, 2024 through June 30, 2025 and in the period from April 29, 2024 through June 30, 2024, (ii) to Mr. Bond in the period from July 1, 2024 through June 30, 2025 and in the period from July 1, 2023 through June 30, 2024; and (iii) to Mr. Mendik in the period from January 6, 2025 through June 30, 2025. |
Outstanding Equity Awards
Outstanding Equity Awards The following table sets forth certain information concerning our outstanding equity awards for our named executive officers on June 30, 2025.
Outstanding Equity Awards at Fiscal Year-End - 2025
Outstanding Equity Awards at Fiscal Year-End - 2025
Outstanding Equity Awards at Fiscal Year-End - 2025
| 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 | 960,000 (2) | 3,168,000 | – | – | | Steve Bond | 240,000 (3) | 792,000 | – | – | | Michael Mendik | 150,000 (3) | 495,000 | – | – |
Outstanding Equity Awards at Fiscal Year-End - 2025
| (1) Based on the closing price of the Company’s common stock on June 30, 2025, of $3.30 per share. | | (2) Consists of an RSU award of 1,280,000 that vests over a four-year period beginning April 29,2024, subject to his continued employment with the Company. As of June 30, 2025, 320,000 RSUs had been vested and 960,000 RSUs were unvested. | | (3) Consists of an RSU award that vests over a four-year period beginning February 1, 2025 for Mr. Bond and a three-year period beginning January 6, 2025 for Mr. Mendik. |