Joseph Ramelli
AYROAbout Joseph Ramelli
AYRO appointed Joseph Ramelli as Chief Financial Officer effective August 21, 2024; he was 56 at appointment and holds a B.A. in Business Economics from the University of California, Santa Barbara . His background spans nearly 30 years across biotechnology, biopharma and financial services, including capital markets and corporate governance experience . Company-level performance context: AYRO’s cumulative TSR (value of an initial $100 investment on 1/1/2022) was $21.97 in 2022, $12.72 in 2023, and $5.06 in 2024, per the Pay Versus Performance table; the filing notes the “Net Income” column reflects Net Loss figures in the company’s 10‑Ks .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Marina Biotech | Chief Executive Officer | 2016–2018 | Closed a business development deal to keep company afloat; negotiated and closed a merger to navigate out of bankruptcy and set a forward path . |
| ValenzaBio (private) | Founding member; established and grew finance functions | Not disclosed | Built out finance capabilities at formation stage . |
| Interim CFO (company not specified in proxy) | Interim Chief Financial Officer | 2020–2021 | Interim finance leadership role; details not specified in AYRO filing . |
| Various investment firms | Investor/roles | 15+ years | Capital markets and investing experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ramelli Asset Management | Investor and strategic advisor | Current | Ongoing advisory/investing role . |
| Origin Agritech Ltd. | Vice President, Business Development | Since 2023 | Business development leadership at a public agritech company . |
Fixed Compensation
- AYRO’s 2024 Summary Compensation Table lists Named Executive Officers (NEOs) meeting disclosure thresholds (e.g., ≥$100,000 compensation), but does not provide an individual compensation line for Mr. Ramelli; listed NEOs were Executive Chairman Joshua Silverman, former CEO Thomas M. Wittenschlaeger, and former CFO David Hollingsworth .
- The 8‑K announcing Mr. Ramelli’s appointment did not include compensation terms (no base salary, bonus targets, or offer letter terms) .
Performance Compensation
- As of the 2024 fiscal year-end disclosures, there were no outstanding options or unvested equity awards reported for Mr. Ramelli in the “Outstanding Equity Awards at Fiscal Year-End” table (the table included only prior executives) .
- AYRO’s board approved director-only equity awards (fully vested restricted shares and cash‑settled RSUs) on December 2, 2024; these awards and the form award agreement were filed, but they applied to directors, not to executive officers like the CFO .
Equity Ownership & Alignment
| Metric | As of | Value |
|---|---|---|
| Beneficial ownership (Common Stock) | Record Date in 2025 Proxy | 0 shares; less than 1% of class . |
| Outstanding options/RSUs reported | FY 2024 year-end | None reported for Mr. Ramelli . |
| Hedging/pledging | Policy | Company prohibits hedging and pledging without advance CFO approval (insider trading policy filed as an exhibit to the 10‑K) . |
| Section 16 compliance note | FY 2024 | Initial Form 3 was filed late on September 9, 2024, following his appointment . |
Employment Terms
| Term | Detail |
|---|---|
| Start date / role | Appointed CFO effective August 21, 2024 . |
| Employment agreement | Not disclosed in appointment 8‑K or proxy; no related-party transactions or appointment arrangements reported . |
| Severance / Change-in-control | No CFO-specific severance or change‑of‑control terms disclosed in the 2024 proxy or 2024 10‑K . |
| Clawback (compensation recovery) | AYRO has a Compensation Recovery Policy (Exhibit 97.1 referenced in the 2024 Form 10‑K) . |
| Non-compete / non-solicit | Not disclosed for the CFO in the filings reviewed . |
Company Pay vs Performance (context)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of initial fixed $100 investment (Cumulative TSR) | $21.97 | $12.72 | $5.06 |
Note: The proxy states “Net Income” shown in the Pay Versus Performance table reflects Net Loss as reported in the applicable 10‑Ks .
Investment Implications
- Alignment and selling pressure: With zero beneficial ownership disclosed as of the Record Date and no outstanding equity awards reported for him at FY‑end 2024, near‑term insider selling pressure from the CFO appears low; alignment will depend on any future equity grants and ownership build‑up .
- Governance protections: A formal compensation recovery (clawback) policy is on file and the insider trading policy restricts hedging and pledging (absent CFO approval), which are positive for shareholder alignment, though the late Form 3 filing is a minor process flag to monitor .
- Retention/contract risk: No CFO‑specific employment agreement, severance, or change‑of‑control economics were disclosed; absence of defined protections can reduce exit costs but may also reduce retention certainty if the role faces volatility; watch upcoming proxies and 8‑Ks for any new agreements or grants .
- Execution background: Ramelli’s capital markets and turnaround experience (e.g., Marina Biotech bankruptcy navigation and M&A, ValenzaBio finance build‑out) is relevant given AYRO’s strategic options and cost‑reduction focus; the company highlighted $37 million in cash and pursuit of Vanish re‑engineering and M&A/strategic alternatives, areas where CFO execution will be central .
Sources: AYRO DEF 14A (Apr 21, 2025), AYRO DEF 14A (Dec 5, 2024), AYRO 10‑K FY2024 (Mar 31, 2025), AYRO 8‑K (Aug 27, 2024), AYRO 8‑K (Dec 2, 2024) .