Greg Schiffman

About Greg Schiffman

Greg Schiffman (age 67) has served as an independent director of AYRO since February 2018 and is currently Audit Committee Chair and Nominating & Corporate Governance Committee Chair; he is also a member of the Compensation & Human Resources Committee . He is designated by the Board as an “audit committee financial expert” under SEC rules and has the requisite financial sophistication under Nasdaq standards . Schiffman holds a B.S. in Accounting from DePaul University and an MBA (MM) from Northwestern University’s Kellogg School, and is a senior advisor to Absci Corporation; he previously served as CFO at multiple public and private companies (see Past Roles) .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Schiffman is independent under Nasdaq Listing Rules; he is one of five independent directors (Giordano, Schiffman, Joseph, Devlin, Walker) .
• Committee assignments (as of Apr 21, 2025):
  • Audit: Chairman (Schiffman); Members: Giordano, Joseph .
  • Compensation & Human Resources: Members: Schiffman, Devlin; Chairman: Joseph .
  • Nominating & Corporate Governance: Chairman: Schiffman; Member: Joseph .
• Attendance: Board held ten meetings in FY 2024; each director attended at least 75% of Board and committee meetings; none of the directors attended the 2024 annual meeting of stockholders (investor engagement flag) .
• Committee activity: Audit Committee held four meetings in FY 2024; Compensation Committee held one meeting; no compensation consultants retained in FY 2024 .
• Audit oversight: Audit Committee reviewed controls, auditor independence, and recommended inclusion of audited FY 2024 financials in the 10-K; Marcum LLP served as independent auditor for FY 2024 .
• Change-in-control/severance: Company discloses no change-of-control or severance agreements with directors .

Fixed Compensation

Notes:

• Chair fee schedule approved Jan 24, 2023: Audit Chair $12,500; Compensation Chair $11,500; Nominating Chair $8,000. Base retainer $47,250; Chairman of the Board receives an additional $84,000 (not applicable to Schiffman) .

Performance Compensation

Performance metric linkage:

• No performance-based metrics (e.g., TSR, EBITDA, ESG) tied to non-employee director equity grants are disclosed; awards were time-based restricted stock with immediate vesting .

Other Directorships & Interlocks

• Related party transactions: The proxy states none of the directors were participants in transactions requiring disclosure under Item 404(a), other than as described in the “Certain Relationships” section; no such transactions for Schiffman are indicated in the provided excerpts .

Expertise & Qualifications

• Credentials: B.S. in Accounting (DePaul); MM/MBA (Kellogg) .
• Designation: Audit Committee Financial Expert under SEC rules; Nasdaq financial sophistication .
• Domain expertise: Extensive public-company CFO experience in life sciences and technology; strong finance, controls, and audit oversight skillset cited by the Board .

Equity Ownership

• Insider trading policy: Prohibits hedging and pledging (and short sales/options/margin accounts) by directors without advance approval of the CFO; policy filed as an exhibit to the 10-K .

Governance Assessment

• Strengths

  • Independent director with deep finance background; designated audit committee financial expert; chairs Audit and Nominating committees, indicating strong governance trust from the Board .
  • Active committee oversight: Audit met four times in FY 2024; committee responsibilities include approving and overseeing auditors, reviewing transactions with directors/officers, and internal controls .
  • Clear director pay structure with modest cash retainers and defined chair fees; cash total aligns with role responsibilities .

• Investor alignment and incentives

  • Equity compensation granted as immediate-vesting restricted stock (138,980 shares at $0.76); while it creates ownership, lack of performance conditions reduces pay-for-performance alignment for directors .
  • Beneficial ownership is small (<1%); alignment is modest relative to outstanding shares, though director equity grants increase exposure .

• Potential risks and RED FLAGS

  • Annual meeting engagement: None of the directors attended the 2024 annual meeting of stockholders, which may concern investors focused on board-shareholder engagement .
  • Immediate vesting of director equity grants without performance metrics may be viewed as less rigorous alignment, especially in turnaround contexts .
  • Dendreon bankruptcy (2014) in prior CFO history is a reputational data point; while post-tenure, investors may scrutinize risk management pedigree (context needed) .

• Neutral/other

  • No director-level change-in-control or severance arrangements disclosed, limiting entrenchment concerns .
  • No compensation consultants were used in FY 2024; the Compensation Committee met once, which may be appropriate given company scale but could draw attention if strategic human capital issues intensify .
  • Related-party transactions involving directors are not indicated in the provided excerpts; Board and Audit Committee are assigned oversight of such matters .

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