John Bitar
About John Bitar
Independent director of ALT5 Sigma Corporation since January 2020; age 61 as of October 21, 2024. He is a California-licensed attorney (since 1999) with a background in business and legal strategy, operations, and cost controls; education includes a B.A. from the University of Southern California (1996) and J.D. from University of the Pacific, McGeorge School of Law (1999) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Workers’ compensation law firm (co-founded) | Managing Partner | 2007–2012 | Co-founder; legal and operational leadership |
| Various clients/companies | Consultant (business/legal strategies, management, operations, cost controls) | 2012–present | Advises on strategy, operations, and cost management |
| California State Bar | Attorney | 1999–present | Licensed; legal practitioner |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | — | — | None disclosed for Bitar |
| Private/non-profit/academic | — | — | None disclosed beyond law firm co-founder |
Board Governance
- Independence: Bitar is classified as an independent director under Nasdaq rules .
- Committees: Member, Audit Committee (fiscal 2023); Audit Chair is Richard D. Butler Jr. . Member, Nominating & Corporate Governance Committee . Not on Compensation Committee (members: Hajjar; Butler as Chair) .
- Attendance: In fiscal 2024, the Board met six times; each director attended at least 75% of Board and committee meetings on which they served. Four of four directors in place attended the prior Annual Meeting; no Lead Independent Director role currently exists .
- Oversight: Audit Committee (including Bitar) reviews significant financial risk exposures, internal controls, and approves related-party transactions; Compensation Committee may use independent consultants, but none were used for fiscal 2023 .
Fixed Compensation
Non-management director compensation (most recent disclosed year):
| Year | Fees Earned or Paid in Cash ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 18,000 | — | — | 18,000 |
Notes:
- No option or equity awards disclosed for Bitar in 2023 .
- Director equity award cap under 2024 Equity Incentive Plan: aggregate grant-date fair value capped at 100,000 shares per non-employee director per calendar year .
Performance Compensation
No performance-based equity awards disclosed for Bitar. The 2024 Equity Incentive Plan authorizes director awards (stock awards, options, SARs, stock units, other stock-based awards) with minimum one-year vesting by default and allows performance criteria to be used for awards; however, specific grants/metrics for Bitar are not disclosed .
| Plan Feature | Policy/Metric | Source |
|---|---|---|
| Award types | Stock awards, options, SARs, stock units, other stock-based | |
| Director annual cap | ≤100,000 shares (aggregate grant-date fair value in shares) | |
| Default vesting | Minimum 1-year vesting; typical 25% annually over 4 years unless otherwise specified | |
| Performance criteria | Financial/personal/service-based; configurable with targets and adjustments |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Bitar |
| Committee roles at other companies | None disclosed |
| Interlocks with competitors/suppliers/customers | Not disclosed for Bitar; Board includes executives/directors with ties to Live Ventures (Tony Isaac and Richard Butler), and the company shares services and financial arrangements with Live Ventures and ICG—areas overseen by the Audit Committee (of which Bitar is a member) . |
Expertise & Qualifications
- Legal and operations: Attorney since 1999; consulting in business/legal strategy and operations since 2012 .
- Economics/finance oversight: Service on Audit Committee and Governance Committee indicates governance and financial oversight experience .
- Education: USC (1996), JD (1999) .
Equity Ownership
| Metric | Oct 21, 2024 | Aug 12, 2025 |
|---|---|---|
| Common shares beneficially owned | 2,000 (<1%) | 12,000 (<1%) |
| Ownership as % of outstanding | <1% | <1% (based on 109,620,596 shares outstanding) |
| Vested vs unvested | Not disclosed | Not disclosed |
| Pledged shares | Not disclosed | Not disclosed |
| Hedging policy | Hedging prohibited for directors/officers/employees |
Governance Assessment
-
Strengths
- Independent status and service on Audit and Governance Committees support board oversight of financial reporting, controls, and governance policy .
- Attendance at or above 75% threshold; Board met six times in 2024; policy encourages Annual Meeting attendance .
- Hedging prohibition aligns director/shareholder interests; director equity award cap exists under the 2024 Plan .
-
Concerns
- Low personal ownership (≤12,000 shares, <1%) may indicate modest alignment via equity; no disclosed director equity grants for Bitar in 2023 .
- No Lead Independent Director; combined leadership dynamics may limit independent board voice .
- Related-party exposures: Shared services and financing arrangements with Live Ventures and ICG; while Audit Committee approves such transactions, the presence of executives/directors with Live Ventures ties elevates conflict risk requiring strong, independent committee oversight (Bitar’s participation is relevant) .
-
Emerging Risks/RED FLAGS
- 2025 private placement and governance changes: Lead Investor (World Liberty Financial, Inc.) could own >20% and potentially >50% upon warrant exercise; Chair (Zachary Witkoff) is co-founder of the Lead Investor, with board nomination rights for a second director—raising change-of-control and influence concerns; continued stockholder approvals required; potential dilution and market impact. Independent directors (including Bitar) must safeguard minority shareholder interests and committee independence amid these dynamics .
- Dilution risk from authorized share increase (to 2B shares) and warrant exercises; anti-takeover incidental effects noted by the company .
Implications for investors: Bitar’s role on the Audit and Governance Committees is central to mitigating related-party and control risks; however, low personal equity exposure and absence of a Lead Independent Director suggest the Board should strengthen independence and ownership alignment. Monitoring proxy disclosures for director equity grants under the 2024 Plan, committee decisions on related-party transactions, and governance safeguards around the Lead Investor’s influence is advisable .