Gilbert Villarreal
AYROAbout Gilbert Villarreal
Gilbert Villarreal, age 59, was appointed President of AYRO’s operating subsidiary on August 21, 2024, with a mandate to re-engineer the Vanish low-speed electric vehicle for lower-cost production . He is a former U.S. Marine, holds a B.A. in Business Administration, and has 32+ years of manufacturing experience across aerospace, automotive, and marine industries, including roles at Boeing and United Technologies Automotive, and CEO roles at Acord Incorporated and Concorde Marine . No company TSR, revenue growth, or EBITDA growth metrics tied to his individual compensation are disclosed in AYRO’s filings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Boeing Aircraft Company | Aerospace manufacturing on 767/747 production lines | — | Aerospace manufacturing experience foundational to later automotive/marine leadership |
| United Technologies Automotive (The Becker Group) | Automotive manufacturing leadership | — | Transitioned from aerospace to automotive; expanded manufacturing skill set |
| Acord Incorporated | Chief Executive Officer | — | Led automotive interior trim systems; restructuring and operational turnaround experience |
| Concorde Marine | Chief Executive Officer | — | Led luxury yacht manufacturing; broadened complex manufacturing capabilities |
Years of service are not disclosed in filings for each role.
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| GLV Ventures | Founder | — | Design and production of vehicles including EVs; 25-year operating history; Tier 1 consulting/manufacturing |
| EVESSA (affiliate of GLV) | Tier 1 consulting/manufacturing | — | Produced EVs and non-EVs for OEMs and Fortune 100s |
| VLF Automotive LLC | Co-founder and Chief Executive Officer | — | Automotive design/manufacturing leadership |
Fixed Compensation
| Component | Terms | Effective Date | Notes |
|---|---|---|---|
| Base monthly compensation (President of operating subsidiary) | $30,000 per month | Aug 21, 2024 | May be increased to $50,000 per month if requested to work on Vanish reengineering |
| Consulting (via GLV Ventures and Electric Power) | $30,000 per month rate for Vanish reengineering services | Began Aug 2024 | $270,325 paid in aggregate in FY2024 (in addition to President compensation) |
Related-party consulting expenses by quarter (Electric Power Energy):
| Metric ($USD) | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|
| Research & Development | $174,165 | $216,039 | $177,000 |
| General & Administrative | $231,745 | $243,549 | $244,137 |
| Total | $405,910 | $459,588 | $421,137 |
Nine months ended September 30, 2025 (Electric Power Energy consulting):
| Metric ($USD) | 9M 2025 |
|---|---|
| Research & Development | $567,204 |
| General & Administrative | $719,431 |
| Total | $1,286,634 |
Related-party liabilities (Electric Power Energy):
| Metric ($USD) | Dec 31, 2024 | Mar 31, 2025 | Jun 30, 2025 | Sep 30, 2025 |
|---|---|---|---|---|
| Accounts Payable | — | $123,370 | $31,526 | $20,927 |
| Accrued expenses & other current liabilities | $103,717 | $27,415 | $21,437 | $62,691 |
| Total related-party liabilities | $103,717 | $150,785 | $52,963 | $83,617 |
Performance Compensation
- No RSU/PSU/option grants to Villarreal are disclosed; the “Outstanding Equity Awards” table in the proxy lists other named executive officers and shows no awards applicable to him .
- No performance metrics (revenue growth, EBITDA, TSR, ESG) tied to Villarreal’s compensation are disclosed .
Equity Ownership & Alignment
| Metric | AYRO Proxy Record Date (2025) | StableX PRE 14A Record Date (Sept 2025) |
|---|---|---|
| Common shares beneficially owned | — (dash in table) | — (dash in table) |
| % of class | * Less than 1% | * Less than 1% |
| RSUs / Options exercisable within 60 days | Not disclosed for Villarreal | Not disclosed for Villarreal |
| Shares pledged as collateral | None disclosed | |
| Stock ownership guidelines | Not disclosed |
Note: At appointment, filings stated no Item 404(a) transactions between Villarreal personally and the company; subsequent filings disclosed related-party consulting via entities he controls (GLV Ventures and Electric Power) beginning August 2024 .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Appointment date | August 21, 2024 | |
| Role | President of AYRO Operating Company, Inc. (operating subsidiary) | |
| Base cash compensation | $30,000 per month; may increase to $50,000 per month if requested to work on Vanish reengineering | |
| Consulting engagement | GLV Ventures/Electric Power providing Vanish reengineering services at $30,000 per month; $270,325 paid in FY2024 | |
| Arrangement/understanding re appointment | None; no family relationships | |
| Employment contract term | Not disclosed | |
| Severance & change-of-control | Not disclosed | |
| Non-compete / non-solicit | Not disclosed specifically for Villarreal | |
| Clawback, tax gross-ups, deferred comp, pensions, perquisites | Not disclosed |
Investment Implications
- Alignment risk: Minimal disclosed equity ownership (less than 1%) and cash-heavy compensation/consulting structure reduce direct stock price alignment; absence of RSUs/PSUs/options diminishes vesting-related retention levers .
- Related-party exposure: Material consulting spend and liabilities to Villarreal-controlled entities (GLV Ventures/Electric Power) represent ongoing related-party dependence and potential governance scrutiny; nine-month 2025 consulting total reached $1.29 million .
- Execution focus: Mandate to re-engineer Vanish for lower cost production is operationally critical; filings explicitly cite his experience as a driver of reduced cost strategy, but no performance-based pay metrics are tied to this mandate, limiting pay-for-performance signaling .
- Retention and selling pressure: With no disclosed equity grants/vesting schedules, insider selling pressure from vesting events is low; retention relies on monthly compensation and consulting fees rather than long-term equity incentives .
- Governance watch items: Monitor future proxies/8-Ks for any equity awards, changes in consulting rates, or new severance/CoC provisions; related-party transactions will remain a key risk indicator for compensation alignment and oversight .