Ferdinand Kaiser
About Ferdinand Kaiser
Ferdinand Kaiser is an independent director of Thunder Power Holdings, Inc. (AIEV), appointed November 28, 2024. He chairs the Compensation Committee and also serves on the Audit and the Nominating & Corporate Governance committees. Kaiser’s background spans automotive operations and procurement leadership roles at FIAT Group companies, Dodge Ram/AGT Europe, and Thunder Power Electric Vehicle Limited; he currently works as a COO Project Manager at SANLUCAR in Austria. He holds an Academic Diploma in Business Administration from the Vienna University of Economics and Business; the proxy does not disclose his age .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SANLUCAR (Austria) | COO Project Manager | Current (as of proxy) | Operations leadership |
| DODGE RAM AGT Europe AG | Manager Central EU EMEA | 2018–2020 | Automotive business mgmt. across EU-27 |
| Thunder Power Electric Vehicle Limited | Assistant Vice President, Procurement | 2016–2018 | Procurement leadership |
| FIAT Group (FIAT S.p.A dealer Europe EMEA; JEEP & Lancia) | CEO & Country Manager; CEO & Brand Country Manager | Years not disclosed | Country/brand leadership roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SANLUCAR (Austria) | COO Project Manager | Current | Non-board operating role |
Board Governance
- Independence: Board determined Kaiser is independent .
- Appointment date: November 28, 2024 .
- Committees and roles:
- Compensation Committee: Chair .
- Audit Committee: Member (Kevin Vassily is Chair and audit committee financial expert) .
- Nominating & Corporate Governance Committee: Member (Mingchih Chen is Chair) .
- Attendance/engagement: From June 21, 2024 to year-end, the Board met 4x; Audit 4x; Compensation 1x; Nominating & Corporate Governance 1x; each incumbent director then-serving attended at least 75% of meetings .
- Executive sessions: Independent directors meet in private session at least annually .
Fixed Compensation
| Year | Annual Retainer (Cash) | Committee Chair Fees (Cash) | Meeting Fees | Total Cash Paid |
|---|---|---|---|---|
| 2024 | $0 | $0 | $0 | $0 |
The Board is developing a non-employee director compensation program; none was paid to non-employee directors in 2023–2024 .
Performance Compensation
| Year | Equity Grants (RSUs/PSUs) | Option Awards | Performance Metrics Tied to Director Pay | Clawback Policy | Hedging/Pledging Policy |
|---|---|---|---|---|---|
| 2024 | None disclosed for directors | None disclosed for directors | Not applicable (no director awards) | Company has a clawback policy (restatement/misconduct triggers) | Insider Trading Policy prohibits hedging/derivative hedges of company stock |
Other Directorships & Interlocks
| Company | Exchange | Role | Committee Roles | Notes |
|---|---|---|---|---|
| None disclosed in proxy | — | — | — | Proxy biography lists operating roles; no other public company directorships disclosed for Kaiser |
- Compensation Committee interlocks/insider participation: None; no AIEV executive served on another company board/compensation committee with reciprocity in the period .
Expertise & Qualifications
- Automotive operations, brand and country management (FIAT, Jeep, Lancia) .
- EU-27 regional commercial management (Dodge Ram/AGT Europe) .
- Procurement leadership (Thunder Power Electric Vehicle Limited) .
- Current COO project management experience (SANLUCAR, Austria) .
- Academic Diploma in Business Administration (Vienna University of Economics and Business) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Shares Outstanding | Record Date/Notes |
|---|---|---|---|
| Ferdinand Kaiser | 0 (shown as “—” in table) | 0.0% (based on 70,724,664 shares outstanding) | Shares outstanding as of June 6, 2025 include 20,000,000 Earnout shares |
Related-Party Exposure (Context for Board Oversight)
| Counterparty | Nature | Amount/Status |
|---|---|---|
| Thunder Power (Hong Kong) Limited (TP HK) | Rental expenses (2024) | $27,681 |
| TP HK | Amount due to related party (12/31/2024) | $96,236 |
| Mr. Wellen Sham (controlling shareholder) | Amount due to related party (loans, interest, notes) (12/31/2024) | $1,271,415 |
| Ms. Ling Houng Sham | Amount due to related party (notes, interest) (12/31/2024) | $208,636 |
| FLFV Sponsor | Amount due to related party (promissory notes) (as of 3/31/2025 unpaid) | $190,000 |
Audit Committee (of which Kaiser is a member) is responsible for reviewing/approving related-party transactions under the Related Person Transactions Policy .
Board/Company Policies Relevant to Governance
- Independence determination: Board classified Kaiser as independent .
- Insider Trading Policy: Prohibits hedging transactions (collars, swaps, etc.) in company equity .
- Clawback Policy: Recoupment in case of restatement or significant misconduct causing harm .
- Say-on-Pay: AIEV is an Emerging Growth Company; exempt from say-on-pay and CEO pay ratio disclosures .
Governance Assessment
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Strengths
- Independent status with relevant operating and procurement expertise in automotive; chairs Compensation Committee and sits on Audit and Nominating committees, supporting board coverage across pay, financial reporting, and governance .
- Attendance met ≥75% threshold in 2024 across meetings; board/committee cadence appears appropriate for a newly formed board .
- Policy framework includes hedging prohibitions and a clawback policy, aligning with investor expectations .
-
Alignment and Incentives
- No director pay or equity grants were provided to non-employee directors in 2023–2024; a director compensation program is still being developed. Absence of cash/equity retainers and zero share ownership (as disclosed) may signal limited economic alignment until the program launches and directors build ownership .
-
Conflicts/Related Parties
- Kaiser previously worked at Thunder Power Electric Vehicle Limited (2016–2018); while he is not named in related-party transactions, the company has material related-party balances with Thunder Power-affiliated entities and the controlling shareholder. As Audit Committee member and Compensation Committee Chair, maintaining rigorous recusals and oversight is important to mitigate perceived conflicts and reinforce independence .
-
Control/Shareholder Dynamics
- Controlling shareholder Wellen Sham held ~25.1% pre-transaction and is expected to receive 9,921,280 new shares in the Share Exchange; disclosure notes he will continue to have considerable influence or veto control on stockholder matters. This heightens the importance of robust independent director oversight on committees chaired/served by Kaiser .
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RED FLAGS
- Significant related-party financing and payables to the controlling shareholder and affiliates; requires vigilant Audit Committee monitoring for arm’s-length terms and timely repayment .
- No disclosed director compensation or equity in 2024; until a formal program is adopted and ownership is built, alignment with long-term TSR may be weaker than peers .
- Concentrated shareholder influence (Sham) noted by the company as likely to persist post-transaction; independent committee leadership (including Kaiser’s roles) is a critical counterbalance .