Sebastian Giordano
AYROAbout Sebastian Giordano
Sebastian Giordano (age 67) has served on the AYRO board since February 2013. He previously led WPCS/DropCar as CEO and brings turnaround and operational finance experience; he holds B.B.A. and MBA degrees from Iona College . He is classified as an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WPCS International / DropCar (pre-merger) | Interim CEO; CEO | Interim CEO Aug 2013–Apr 25, 2016; CEO through closing of 2018 Merger | Led operational turnaround and transition through merger |
| Drive One, Inc. | Chief Executive Officer | 1998–2002 | Safety training and education operations leadership |
| Sterling Vision, Inc. | Chief Financial Officer | 1992–1998 | Retail optical chain finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Transportation and Logistics Systems, Inc. (OTC PINK: TLSS) | Chairman & Chief Executive Officer | Since Jan 2022 | Public OTC issuer leadership role |
| Ascentaur, LLC | Chief Executive Officer | Since 2002 | Consulting to start-up/turnaround/growth companies |
Board Governance
- Independence: The board determined Giordano is independent under Nasdaq Listing Rules .
- Committee assignments (as of Apr 21, 2025): Audit Committee member; not on Compensation & Human Resources or Nominating & Corporate Governance committees .
- Meetings and attendance: Board held 10 meetings in FY2024; each director attended at least 75% of board/committee meetings during their tenure. None of the directors attended the Company’s 2024 annual meeting of stockholders .
- Committee activity: Audit Committee held 4 meetings; Compensation & Human Resources Committee held 1 meeting in FY2024 .
- Audit Committee responsibilities include pre-approval of audit/non-audit services and reviewing/approving transactions between the company and directors, officers and affiliates (conflict oversight) .
| Committee | Role | Notes |
|---|---|---|
| Audit | Member | Oversight of auditor independence, internal controls, and related-party transaction review |
| Compensation & Human Resources | — | Not a member |
| Nominating & Corporate Governance | — | Not a member |
Fixed Compensation
- Policy-level cash retainers approved Jan 24, 2023: Non-employee director annual cash retainer $47,250; Committee chair fees: Audit $12,500; Compensation $11,500; Nominating $8,000; Chairman of the Board additional $84,000 .
- FY2024 actual director compensation (non-employee): Giordano earned cash fees of $47,250 and “All other compensation” of $25,000; total $177,875 .
| Component (FY2024) | Amount (USD) | Detail |
|---|---|---|
| Fees earned or paid in cash | $47,250 | Matches policy non-employee director retainer |
| Committee chair fees | $0 | Not a chair |
| All other compensation | $25,000 | Category disclosed; no further breakdown provided |
| Total | $177,875 | Sum of cash, stock awards, other compensation |
Performance Compensation
- FY2024 stock awards grant-date fair value: $102,845 .
- Restricted stock award: On Dec 2, 2024, AYRO issued 138,980 restricted shares to each non-employee director (including Giordano) at $0.76 per share; vesting was immediate on grant date .
- Performance metrics: No director performance-based metrics, targets, or PSU structures disclosed; FY2024 director equity vested immediately, indicating low performance linkage .
| Equity Award Detail | Date | Instrument | Shares/Value | Vesting |
|---|---|---|---|---|
| Annual director stock award (fair value) | FY2024 | Stock awards | $102,845 | N/A (fair value) |
| Restricted stock grant | Dec 2, 2024 | Restricted stock | 138,980 shares at $0.76 per share | Vests immediately |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Transportation and Logistics Systems, Inc. (TLSS) | Public OTC | Chairman & CEO | No AYRO-related transactions disclosed in “Certain Relationships” section |
| Ascentaur, LLC | Private | CEO | Consulting firm role; no AYRO-related transactions disclosed |
Expertise & Qualifications
- Turnaround, strategic and operational leadership (CEO roles at WPCS/DropCar, TLSS) .
- Finance expertise from CFO role (Sterling Vision) .
- Education: B.B.A. and MBA, Iona College .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Class | RSUs/Restricted Stock (vested, unsettled) | Notes |
|---|---|---|---|---|
| Sebastian Giordano | 28,280 | <1% (asterisk in table denotes <1%) | 14,083 shares issuable upon settlement of vested RSUs | 14,197 shares of Common Stock included |
- Insider policy prohibits hedging and pledging without CFO approval; no pledges by Giordano are disclosed .
Governance Assessment
- Positive:
- Independent director serving on Audit Committee with conflict oversight responsibilities; board affirms independence under Nasdaq rules .
- Audit Committee active (four meetings), with standard pre-approval and independence review practices; committee reports indicate auditor independence and adequate oversight .
- Watch items:
- Director equity grants vest immediately (restricted stock), reducing pay-for-performance alignment for directors; no disclosed performance metrics or PSU structures for director pay .
- “All other compensation” of $25,000 paid to Giordano in FY2024 is disclosed without detail; monitor for any consulting or related-party arrangements that may emerge in future disclosures .
- RED FLAGS:
- None of the directors attended the 2024 annual meeting of stockholders, which may signal limited shareholder engagement .
- Combined Chairman and PEO roles at AYRO (board-level structure risk; not Giordano-specific) .