Vincent DiVito
Aqua MetalsAbout Vincent L. DiVito
Vincent L. DiVito (age 65) is Aqua Metals’ independent, non‑executive Chairman of the Board (since June 2022) and director (since May 2015). He is a CPA and CMA with an MBA in Finance, an NACD Board Leadership Fellow, and is designated the Audit Committee financial expert; his background includes senior executive roles at Lonza America (President 2008–2010; CFO/Treasurer 2000–2010) and Algroup Wheaton (Director of Business Development; later VP & CFO, 1990–2000), and he has led his own financial and management consulting firm since 2010 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lonza America, Inc. | President | Jan 2008 – Apr 2010 | Senior operating leadership in global life sciences chemicals |
| Lonza America, Inc. | CFO & Treasurer | Sep 2000 – Apr 2010 | Financial leadership; public company group affiliation (Lonza Group, SIX: LONN) |
| Algroup Wheaton | Director BD; later VP & CFO | 1990 – Sep 2000 | Finance and operations in pharma/cosmetics packaging |
| Vincent L. DiVito, Inc. | Owner & CEO | Apr 2010 – present | Financial/management consulting leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Entertainment Gaming Asia Inc. (Nasdaq) | Director; Audit Committee Chair | Oct 2005 – Jul 2017 (acquisition) | Audit Chair; governance/accounting oversight |
| Riviera Holdings Corporation (AMEX) | Director | Jul 2002 – Mar 2011 (change in control) | Board oversight during ownership transition |
Board Governance
- Independent status: The board has three independent directors under Nasdaq and SEC rules; DiVito serves as independent non‑executive Chairman and lead independent director .
- Committee assignments: Audit (Chair), Compensation (member), Nominating & Corporate Governance (member). Audit Committee independence and financial literacy affirmed; DiVito designated as Audit Committee financial expert .
- Meetings and attendance: Board met 7 times in 2024; all directors attended at least 75% of Board and committee meetings on which they served; Audit met 4 times, Compensation met 4 times, Nominating & Governance met 5 times .
- Risk oversight and leadership structure: Chairman and CEO roles are formally separated; Board assigns risk areas to committees which report to full Board; DiVito is non‑executive Chairman and lead independent director .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Chairman annual fee | $150,000 per year (payable in cash or AQMS shares via director election; shares calculated using closing spot price on last trading day of the quarter) | |
| Other director annual fee | $90,000 per year | |
| Committee membership fee | $7,500 per committee (Audit members $10,000) | |
| Committee chair fee | $10,000 per chair (Audit Chair $15,000) | |
| 2024 actual compensation (DiVito) | Fees earned or paid in cash: $188; Stock awards: $40; Total: $228 (grant date fair value per ASC 718) |
Note: Director fees/equity can be taken in cash or AQMS shares per quarterly election; stock award values reflect grant‑date fair value per ASC 718 and may not equal realized cash value .
Performance Compensation
| Element | Grant/Units | Vesting/Settlement | Conditions/Performance Linkage |
|---|---|---|---|
| RSU grant (2024–2025 approvals) | $75,000; 65,217 RSUs to Vincent L. DiVito (part of 173,911 RSUs to independent directors) | 173,911 RSUs to independent directors settle in 4 equal semi‑annual installments over 12 months; settlement contingent on shareholder approval | RSUs will not settle unless shareholders approve 2019 Plan share increase; all RSUs require continued service; plan permits performance criteria, but director RSUs described are time‑based |
Other Directorships & Interlocks
- Current public company boards: None disclosed beyond AQMS .
- Prior public company boards: Entertainment Gaming Asia Inc. (Audit Chair) and Riviera Holdings Corporation (Director) .
- Interlocks/conflicts: The Company disclosed a related‑party secured debt facility with Summit Investment Services, LLC (controlled by director Eric Gangloff) repaid June 13, 2025; and a Dec 18, 2024 insider‑participated notes/warrants financing repaid May 2, 2025. These are board‑level related‑party financings requiring audit/committee oversight; individual participation by DiVito is not specified .
Expertise & Qualifications
- CPA, CMA, MBA in Finance; NACD Board Leadership Fellow .
- Designated Audit Committee financial expert per Item 407(d) of Regulation S‑K .
- Deep accounting, corporate governance, and operational experience from senior executive roles and prior audit chairmanships .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Vincent L. DiVito | 83,027 | Less than 1% (based on 9,446,105 shares outstanding as of June 5, 2025) |
| Director stock ownership guideline | Non‑employee directors must retain shares with current market value ≥ 3× annual base cash board fee; may not sell below threshold |
RSU overhang and plan amendment: The Company seeks to increase 2019 Plan shares by 2,600,000 (to 4,000,000), ~28% of 9,446,105 shares outstanding; RSUs to directors and executives approved subject to shareholder approval of the increase .
Governance Assessment
-
Strengths
- Long tenure with independent, non‑executive Chair and lead independent director role; formal separation of Chair/CEO roles enhances oversight .
- Audit Chair and SEC‑defined financial expert; Audit Committee independence and literacy affirmed, with active committee cadence (4 meetings) and formal audit communications/independence review with Forvis Mazars .
- Clear director compensation framework with equity participation, and director stock ownership guidelines to reinforce alignment .
-
Watch items / potential red flags
- Equity overhang and insider‑conditioned RSU grants dependent on increasing plan shares (2.6M additional, ~28% of outstanding) may dilute holders; director RSUs (including DiVito’s 65,217) will not settle without shareholder approval—monitor vote outcomes and subsequent issuances .
- Board‑level related‑party financings (Summit facility with a director; insider‑participated notes/warrants at 20% interest) raise optics risks and require robust related‑party review; policy exists to approve such transactions by disinterested directors, but scrutiny remains warranted; DiVito, as Audit Chair, oversees related‑party review .
- Attendance is reported only at the ≥75% threshold; while compliant, investors may prefer disclosure of exact attendance rates for stronger transparency .
-
Engagement and cadence
- Board met 7 times in 2024; all directors ≥75% attendance; committees met regularly (Audit 4; Compensation 4; Nominating & Governance 5), and Compensation Committee engaged Pay Governance LLC for executive comp program and severance review .