Kevin Vassily

About Kevin Vassily

Independent director at Thunder Power Holdings, Inc. (AIEV) and Chair of the Audit Committee, designated as an “audit committee financial expert” under SEC rules implementing Section 407 of SOX . He brings over two decades of capital markets and research experience; prior roles include CFO and director at iPower Inc. (Nasdaq: IPW), VP of Market Development at Facteus, advisor to Go Capture (acquired by Deloitte China), and senior research positions at Keybanc, Pacific Epoch (Pacific Crest Securities), Pacific Crest Securities, Susquehanna International Group, Thomas Weisel Partners, and Lehman Brothers; education: B.A. (Denison University) and MBA (Tuck School of Business, Dartmouth) . The Board has determined he is independent .

Past Roles

External Roles

Board Governance

• Committee assignments and roles:
  • Audit Committee: Chair; designated “audit committee financial expert”; remit includes auditor oversight, financial statement integrity, internal controls, risk policies, whistleblower procedures, and pre-approval of audit/non-audit services; reviews and approves related-party transactions .
  • Compensation Committee: Member; remit includes exec/director compensation, equity plan administration, succession planning; uses independent advisers subject to independence assessments .
  • Nominating & Corporate Governance Committee: Member; remit includes board composition, evaluations, governance guidelines, annual board/management evaluation; chaired by Mingchih Chen .
• Independence: Board determined Kevin Vassily is independent .
• Attendance and engagement:
  • From Jun 21, 2024 through FY2024: Board met 4 times; Audit Committee met 4; Compensation and Nominating & Corporate Governance each met once; all incumbent directors attended at least 75% of meetings of the Board and committees on which they served .
• Executive sessions: Regularly scheduled; independent directors meet privately at least annually .
• Audit Committee report: Recommended inclusion of audited FY2024 financial statements in the 10-K after discussions with independent auditors (Assentsure) including PCAOB/SEC-required matters and auditor independence .

Fixed Compensation

Performance Compensation

• Policies:
  • Clawback policy allows recovery of incentive compensation upon restatement due to noncompliance or significant misconduct causing financial/reputational harm .
  • Insider trading policy prohibits trading on MNPI and prohibits hedging via derivatives/structured instruments (e.g., prepaid forwards, swaps, collars, exchange funds) .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit committee financial expert; financial sophistication under SOX 407 .
• Deep research and capital markets background across semiconductors and technology, including senior analyst and research leadership roles at major sell-side and buy-side data firms .
• Executive experience (CFO, director at iPower) and data/analytics advisory experience (Facteus, Go Capture) .
• Education: B.A. (Denison University); MBA (Tuck School of Business, Dartmouth) .

Equity Ownership

• Ownership guidelines: Not disclosed for directors; Non-employee director compensation/ownership framework under development .
• Hedging/pledging: Hedging via derivatives/structured instruments is prohibited; pledging not explicitly addressed in proxy; insider trading policy applies to directors and immediate family/household members .
• Section 16 compliance: Company believes all required ownership reports for FY2024 were timely filed .

Governance Assessment

• Strengths for investor confidence:

  • Independent director and Audit Committee Chair with SOX 407 “financial expert” designation, signaling robust financial oversight and auditor independence focus .
  • Formal related-party transaction policy with Audit Committee pre-approval; no related-party transactions involving Vassily disclosed, mitigating conflict risk .
  • Documented clawback and insider trading policies (including hedging bans) align with governance best practices .
  • Attendance threshold met (≥75%) in FY2024; Board and Audit Committee activity consistent with oversight responsibilities .

• Monitoring items and potential risk indicators:

  • Multiple outside public directorships (including two Nasdaq-listed SPAC boards) require continued monitoring for potential time commitments or transactional conflicts; the company discloses no conflicts or related-party exposure involving Vassily at this time .
  • Non-employee directors received no compensation in FY2023–FY2024 while a board compensation program is still being developed; alignment currently depends on share ownership (50,000 shares, <1%), with equity structure for directors not yet defined .
  • Board indemnification and liability limitations are standard but can reduce derivative-litigation deterrence; typical for DGCL companies .

• Additional context:

  • Board composition: majority independent; Vassily nominated for re-election with other directors in the 2025 annual meeting proxy .
  • Compensation Committee independence and lack of interlocks noted; authority to retain independent advisers subject to independence checks .

Supplemental Board Activity and Attendance

Notes on Director Compensation Program Development

• The Board is “in the process of developing” a non-employee director compensation program intended to align compensation with business objectives and stockholder value; details (retainer, equity mix, committee fees) not yet finalized .
• As of FY2023–FY2024, non-employee directors (including Vassily) did not receive compensation for services rendered .

Related-Party Transactions Oversight

• Audit Committee reviews and pre-approves related-party transactions >$120,000; considers relationship, amount, ordinary-course nature, initiation, third-party comparables, benefits to the company, and other material facts .
• No related-party transactions involving Vassily are disclosed in the proxy .