Christopher Nicoll
About Christopher Nicoll
Christopher Nicoll, 56, serves as AIEV’s Chief Executive Officer and a member of the Board. His background spans senior commercial and automotive leadership roles: business owner and consultant at Auto Advisory Board Ltd. since 2021; Managing/Commercial Director at AGT Europe (2018–2020); Head of Marketing & Business Development at TPEV (2015–2018); and multiple regional/global network development leadership roles at Lotus Cars (2010–2014). He holds a BA in Business Administration from Middlesex University (UK) and a Diplom Betriebswirt from Reutlingen University (Germany) . Nicoll’s employment agreement became effective July 1, 2024, with cash and equity components described below .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Auto Advisory Board Ltd. | Business owner and commercial automotive consultant | Since 2021 | Implemented commercial, financial and logistics processes for a start-up; supervised technical conversion, homologation and emissions testing; advised a major European dealer on international product launch |
| AGT Europe | Managing/Commercial Director | 2018–2020 | Launched official EU import for Dodge cars, Ram trucks and MOPAR spare parts |
| TPEV | Head of Marketing & Business Development | 2015–2018 | Oversaw start-up EV projects including R&D in Italy; led cross-functional commercial and engineering teams |
| Lotus Cars | Head of Global Network Development; Head of APAC; Head of EMEA | 2010–2014 | Led regional/global network development in APAC and EMEA |
External Roles
No other public-company directorships or committee roles for Nicoll are disclosed in AIEV’s filings .
Board Governance and Director Service History
- Board composition and independence: Five directors, with four independent; Dr. Chen ChiWen (Independent Director) serves as Chairman .
- Committee structure: Audit, Compensation, and Nominating & Corporate Governance committees; independent directors (Mingchih Chen, Ferdinand Kaiser, Kevin Vassily) serve on all three . Compensation Committee chaired by Ferdinand Kaiser .
- Nicoll’s status: CEO and an “Interested Director”; not listed as a member of audit, compensation, or nominating committees .
- Board activity and attendance: From June 21, 2024 through year-end 2024, Board met 4 times; Audit met 4; Compensation and Nominating each met once; all incumbent directors attended at least 75% of meetings .
- Shareholder support: At the June 26, 2025 annual meeting, Nicoll received 46,339,750 votes “FOR” and 29,615 “WITHHELD” for board re-election .
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2024 | 45,000 | Reported in Summary Compensation Table |
| 2024–ongoing terms | — | Employment agreement effective July 1, 2024: US$5,000/month for first 3 months, then US$10,000/month thereafter |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting/Payment |
|---|---|---|---|---|---|---|
| Annual equity grant (Common Stock under 2024 Omnibus Plan) | Not explicitly metric-based | Not disclosed | 200,000 shares/year | Not disclosed | Shares issued | Payable first day of each quarter in four equal installments |
| Discretionary bonus (cash or options or both) | Company financial target achievement | Not disclosed | Not disclosed | Not disclosed | Discretionary | As determined upon target achievement (not specified) |
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned (as of Jun 6, 2025) | % of Shares Outstanding |
|---|---|---|
| Christopher Nicoll | — | — |
- Stock ownership policies: Company policy prohibits holding AIEV securities in margin accounts and pledging Company securities except with advance written approval from the Compliance Officer; hedging transactions require pre-approval and may be rejected or conditioned .
- 10b5-1 plans and lock-up: Directors and officers may adopt Rule 10b5-1 trading plans; sales are subject to Lock-Up Agreements where applicable .
- Ownership guidelines: No explicit executive or director stock ownership guideline disclosures found in the proxy/10-K .
Employment Terms
| Term | Detail |
|---|---|
| Effective date | July 1, 2024 (Nicoll Agreement) |
| Cash compensation | US$5,000/month for first 3 months, then US$10,000/month thereafter |
| Equity | 200,000 shares of Common Stock per year under 2024 Omnibus Equity Incentive Plan, payable quarterly in equal installments |
| Bonus | Discretionary bonus in cash or options or both if Company financial target is achieved |
| Clawback | Board-adopted clawback policy covering restatements or significant misconduct causing financial or reputational harm |
| Indemnification/Lock-up/Non-compete | Indemnification, lock-up, and non-compete forms listed among exhibits (Form of Indemnification Agreement; Form of Lock-up Agreement; Form of Non-Competition Agreement) |
| Section 16 compliance | Executive officers and directors complied with Section 16(a) reporting requirements during 2024 |
| Say-on-pay | AIEV is an “emerging growth company” and exempt from say-on-pay requirements |
Director Compensation (for context)
- Non-employee directors received no compensation for services during 2023 and 2024 .
- Nicoll, as CEO and an “Interested Director,” has no separate director compensation disclosure beyond his executive compensation .
Investment Implications
- Alignment and dilution signals: Nicoll’s cash comp was modest in 2024 ($45,000), with ongoing monthly salary stepping to $10,000 and equity of 200,000 shares/year delivered quarterly—creating alignment with equity but also a predictable issuance cadence that investors should monitor for supply effects; Nicoll reported no beneficial ownership as of June 6, 2025, which suggests limited existing “skin-in-the-game” pending grant issuance .
- Trading behavior risk mitigants: Strict prohibitions on pledging/margin accounts and pre-approval requirements for hedging, plus optional 10b5-1 plan usage and lock-up constraints where applicable, reduce potential misalignment and insider selling risk outside defined windows .
- Governance quality: Independent Chair, fully independent audit/comp/nom committees (with CEO not on these), and ≥75% attendance in 2024 underpin governance checks on CEO dual-role; strong shareholder support for Nicoll’s 2025 re-election underscores investor confidence despite AIEV’s evolving public company status .
- Pay-for-performance transparency: Compensation framework references performance-based bonuses tied to financial targets, but specific targets, weightings, and payout formulas are not disclosed—limiting near-term visibility into pay-performance coupling; monitor future proxies for metric clarity and any changes (easier/harder targets) .
Overall, Nicoll’s package emphasizes quarterly-delivered equity and escalating base pay after initial months, while corporate policies address pledging/hedging and lock-ups. Governance structure features an independent chair and independent committees; continued disclosure on performance metrics, severance/change-of-control terms (referenced by exhibits), and any 10b5-1 adoption will be important for assessing retention risk and trading signals .