Zvi Joseph
AYROAbout Zvi Joseph
Independent director of AYRO since January 2018; age 58. Deputy General Counsel of Amdocs Limited since October 2005, with legal/governance credentials including A.A.S. (Rockland CC), B.A. (NYU), J.D. (Fordham), Columbia Business Excellence certificate, Harvard Corporate Director Certificate, and NACD Directorship Certified. Board-nominated for a one-year term at the 2025 annual meeting, with independence affirmed under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AYRO (including prior DropCar/WPCS transition) | Director | January 2018–present | Continued service post-2018 Merger; legal qualifications cited |
| DropCar Board (post-2018 Merger) | Director | 2018–present (continued at AYRO) | Governance continuity through merger |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amdocs Limited (publicly traded) | Deputy General Counsel | October 2005–present | Legal, compliance; governance expertise |
| Professional credentials | NACD Directorship Certified; Columbia Business Excellence; Harvard Corporate Director Certificate | — | Board qualification, governance training |
Board Governance
- Committee assignments (as of April 21, 2025): Audit Committee member; Compensation & Human Resources Committee chair; Nominating & Corporate Governance Committee member.
- Independence: The Board determined Joseph is independent under Nasdaq rules.
- Attendance: In FY2024, the Board held 10 meetings; each director attended at least 75% of Board/committee meetings; none attended the Company’s 2024 annual meeting of stockholders.
- Committee activity in FY2024: Audit Committee met 4 times; Compensation & HR Committee met once; Nominating & Corporate Governance Committee met once.
- Compensation governance: No compensation consultant was retained in FY2024.
- Audit Committee remit includes reviewing and approving transactions between the company and directors/officers/affiliates.
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 56,496 | 58,750 |
- Board-approved director cash retainer schedule (in effect from Feb 1, 2023): non-employee director retainer $47,250; Chairman of the Board +$84,000; Committee chair fees: Audit $12,500; Compensation & HR $11,500; Nominating & Gov $8,000. Actual amounts paid are shown above.
Performance Compensation
| Equity Award | Grant Date | Shares Granted | Grant-Date Value per Share | Total Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Restricted Stock | Feb 1, 2023 | 14,083 | $6.00 | 84,500 | Vests in four equal quarterly installments, subject to continued service |
| Restricted Stock | Dec 2, 2024 | 138,980 | $0.76 | 102,845 | Vests immediately on grant date |
- No performance-based equity (PSUs) or options disclosed for directors; no disclosed performance metrics (e.g., TSR/EBITDA) tied to director compensation.
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Potential Conflict Notes |
|---|---|---|---|
| None disclosed for Joseph | — | — | No Joseph-related interlocks with AYRO customers/suppliers disclosed; directors noted to have no Item 404(a) related transactions other than those described, which do not involve Joseph. |
Expertise & Qualifications
- Legal and governance expert (Deputy General Counsel, Amdocs; JD Fordham; corporate governance certifications) supporting compensation, nomination/governance, and audit oversight.
- Board cites his legal experience and education as qualifications to sit on AYRO’s Board.
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Class | RSUs/Restricted Units (vested, issuable) | Notes |
|---|---|---|---|---|
| Zvi Joseph | 25,120 | <1% (based on 8,541,466 shares outstanding) | 14,083 issuable upon settlement of vested RSUs | Footnote (11): includes 11,037 common + 14,083 vested RSUs |
- Insider trading policy prohibits hedging, short sales, margin accounts, and pledging without CFO approval (alignment safeguard).
Insider Trades & Section 16 Compliance
| Date | Filing | Person | Summary/Notes |
|---|---|---|---|
| Feb 3, 2023 | Form 4 (late filing) | Zvi Joseph | Reported award of restricted shares and broker-assisted sale; noted as late alongside several directors. |
| FY2024 | Section 16(a) compliance | All directors | All required reports timely filed; exception was CFO Form 3 (not Joseph). |
Governance Assessment
- Strengths: Independent director with robust legal/governance credentials; chairs Compensation & HR Committee and serves on Audit and Nominating & Governance; committee activity recorded; Audit remit covers related-party oversight; no compensation consultant retained (reduces consultant conflicts).
- Alignment: Holds beneficial ownership of 25,120 shares (<1% of common); equity awards granted (including immediate-vesting restricted stock in 2024) provide some alignment, though absence of performance conditions limits pay-for-performance rigor. Hedge/pledge restrictions mitigate misalignment risk.
- Attendance/Engagement: Met minimum attendance (≥75% meetings), but zero director attendance at the 2024 annual meeting is a shareholder engagement concern.
- Conflicts/Related Parties: No Joseph-related related-party transactions disclosed; Audit Committee oversight and independence designation reduce conflict risk.
- RED FLAGS: No director attendance at 2024 annual meeting (investor engagement risk) ; 2023 late Form 4 filing (process/timeliness control issue, since remediated in 2024) ; immediate vesting of large 2024 restricted stock grant (reduced performance linkage) .