David Michery
About David Michery
David Michery is Chairman, President, and Chief Executive Officer of Bollinger Innovations, Inc. (BINI), serving as principal executive officer and board chair; he has led the company since inception and through the 2025 rebranding from Mullen Automotive to Bollinger Innovations . He is 59 years old (born June 1966) . Background includes 30+ years of executive management and prior tenure as a music executive, before founding Mullen Automotive in 2014 and acquiring EV assets earlier in 2012–2014 . Company performance context in Q3 FY2025 includes net loss attributable to common stockholders of $129.8 million for the quarter ended June 30, 2025 (vs. $96.0 million YoY), driven by financing costs and legal settlements; the company sold its first Bollinger vehicles in September 2024 and changed its name and ticker to BINI effective July 28, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bollinger Innovations, Inc. (formerly Mullen Automotive, Inc.) | Chairman, President & CEO; Founder | 2014–present | Led inception and rebranding; positioned company into medium-duty EV truck segments; first Bollinger vehicles sold in Sep 2024 |
| Mullen Technologies / Mullen Automotive | CEO & Founder | 2012–2014 | Acquired Mullen Motors; established energy/battery division; built EV asset base pre-reverse merger |
| Music industry (e.g., Aftershock Records/Knockout Entertainment) | Executive producer/label head | ~1985–2012 | Produced gold/platinum records; business building and brand development |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University Business | Op-ed author on EV fleet adoption | 2024 | Advocacy on sustainability and EV adoption strategies |
Fixed Compensation
Not disclosed in the 2025 special proxy and recent 10-Q; the latest available filings do not provide base salary, target bonus %, or actual bonus paid for David Michery. If available, the annual DEF 14A (proxy) would typically include the Summary Compensation Table and CD&A; the special meeting proxy on Aug 29, 2025 did not include these sections .
Performance Compensation
CEO Performance Stock Award Agreements provide milestone-based equity awards as a percentage of total outstanding shares; deadlines for several metrics were extended in March 2025.
| Metric | Plan | Weighting | Target | Deadline (Amended) | Status/Actual | Payout Mechanism |
|---|---|---|---|---|---|---|
| Capital Benchmark | 2022 PSA | Not disclosed | Not disclosed | Extended by +2 years (Mar 2025) | Not disclosed | 1–3% of outstanding common upon milestone achievement |
| Vehicle Completion | 2023 PSA | Not disclosed | Not disclosed | Extended by +1 year (Mar 2025) | Not disclosed | 1–3% of outstanding common upon milestone achievement |
| Revenue Benchmark | 2023 PSA | Not disclosed | Not disclosed | Extended by +2 years (Mar 2025) | Not disclosed | 1–3% of outstanding common upon milestone achievement |
| Battery Development | 2023 PSA | Not disclosed | Not disclosed | Extended by +1 year (Mar 2025) | Not disclosed | 1–3% of outstanding common upon milestone achievement |
| JV Acquisition | 2023 PSA | Not disclosed | Not disclosed | Extended by +1 year (Mar 2025) | Not disclosed | 1–3% of outstanding common upon milestone achievement |
Notes:
- Awards are calculated as 1–3% of outstanding shares, creating potential dilution when milestones are achieved .
- Detailed weightings, numeric targets, and vesting dates were not disclosed in the 10-Q .
Equity Ownership & Alignment
| Item | As of Record Date | Value | Notes |
|---|---|---|---|
| Common shares owned (beneficial) | Aug 22, 2025 | 1 | Reported beneficial ownership for David Michery is 1 common share; percent of class <1% . Beneficial ownership includes securities convertible/exercisable within 60 days . |
| Ownership % of common | Aug 22, 2025 | <1% | As reported in beneficial ownership table . |
| Options (exercisable within 60 days) | Aug 22, 2025 | Not indicated | Footnote (2) refers to options for Jonathan New; no footnote for Michery . |
| Pledging/Hedging | — | Not disclosed | No pledging/hedging policy disclosure in available filings . |
| Stock ownership guidelines | — | Not disclosed | No guidelines or compliance disclosure found in available filings . |
Capital structure context:
| Class | Number of Shares | Votes/Share | Number of Votes |
|---|---|---|---|
| Common stock | 21,834,420 | One/share | 21,834,420 |
| Series A Preferred | 648 | One/share | 648 |
| Series C Preferred | 458 (as-converted: 1 common) | One/share on as-converted | 1 |
| Series D Preferred | 363,097 | One/share; protective voting only | 363,097 |
| Series F Preferred | 204,881 (as-converted: 44,485,565 common) | Protective voting only | 44,485,565 |
| Series G Preferred | 47,401,328 (as-converted: 381,123,526 common) | Protective voting only | 381,123,526 |
Additional context: Conversions are subject to a 9.99% beneficial ownership blocker for preferred stock, notes, and warrants .
Employment Terms
| Term | Details |
|---|---|
| Titles | Chairman of the Board, President, and Chief Executive Officer (principal executive officer) |
| Certifications | Signed SOX 302 (Exhibit 31.1) and SOX 906 (Exhibit 32.1) on Aug 14, 2025 |
| Employment agreement | Not disclosed in the 2025 special proxy or latest 10-Q; severance, change-of-control, non-compete/nonsolicit terms not found in available filings |
Board Governance
- Board service history: Chairman and CEO since inception; chairs the board through the 2025 rebrand .
- Committee roles: Not disclosed in available filings; charters for Audit, Compensation, and Nominating exist, but committee composition was not provided in these documents .
- Independence: Not independent due to dual role as CEO and Chairman, which concentrates authority and may impact board independence .
- Board process: Special meeting proxy was issued and signed by David Michery as CEO on Aug 29, 2025, covering reverse split and adjournment proposals .
Director Compensation (Context for Board, not for CEO)
| Item | Period | Amount |
|---|---|---|
| Non-employee directors – cash | Nine months ended Jun 30, 2025 | $319,000 |
| Non-employee directors – shares | Nine months ended Jun 30, 2025 | $601,000 |
| Director consulting – William Miltner (legal services) | Nine months ended Jun 30, 2025 | $511,000 |
Compensation Structure Analysis
- Performance stock awards for CEO grant 1–3% of outstanding shares upon milestone achievement; several deadlines were extended in March 2025 (Vehicle, Revenue, Battery, JV, Capital milestones), reducing near-term time pressure to achieve targets .
- Equity plan share pool expansion: On July 22, 2025, stockholders approved a 10% automatic quarterly increase to the 2022 Equity Incentive Plan share reserve until July 2032 (with board discretion to reduce/skip increases), implying continued potential for equity issuance and dilution .
- Reverse stock splits history: Company executed successive reverse splits (1:25 in May 2023; 1:9 in Aug 2023; 1:100 in Dec 2023; 1:100 in Sep 2024; 1:60 in Feb 2025; 1:100 in Apr 2025; 1:100 in Jun 2025; 1:250 in Aug 2025), indicative of recurring capital structure resets . A special meeting sought approval for another reverse split within a 1-for-2 to 1-for-250 range at board discretion .
Vesting Schedules and Insider Selling Pressure
- CEO PSAs vest upon achieving specified operational/financial milestones; specific vesting dates and share counts for each milestone were not disclosed. Deadlines for multiple milestones were extended in March 2025 (1–2 years depending on metric), deferring potential vesting triggers and payouts .
Related Party Transactions
- Director-provided services: Non-employee director William Miltner provided legal services; fees totaled $511,000 for the nine months ended June 30, 2025 ($955,000 for the comparable prior period) .
- CEO involvement in consultant share grants: Share-based compensation to consultants is negotiated by the CEO and approved by the Compensation Committee, with substantial prepaid shares recognized ($5.0 million prepaid to consultants as of June 30, 2025) .
Risk Indicators & Red Flags
- Legal settlements: Mishawaka facility and related assets transferred to GEM to satisfy arbitration award; recognized $14.3 million loss on settlement; GEM case resolved, with extensive settlement terms and confidentiality/non-disparagement provisions .
- Stockholder litigation (naming the Company and/or David Michery): Schaub securities class action settled (company $5.4 million and D&O insurers $1.8 million), final approval on June 20, 2025 ; Caris complaint against Michery (Exchange Act claims) currently stayed ; Maloney class action filed Feb 12, 2025 (Exchange Act claims) ; Crume action consolidated with Maloney on May 15, 2025 ; Coleman derivative action dismissed with prejudice Apr 17, 2025 ; Morga derivative action voluntarily dismissed July 11, 2025 .
- Liquidity/dilution: Subsequent events include issuance of 4,505,367 shares after balance sheet date and new senior secured convertible notes ($10.5 million principal) and warrants, indicating ongoing equity-linked financing and potential dilution .
- Reverse split cadence: Multiple reverse splits in 2023–2025 and proposal for further split reflect capital maintenance concerns and market listing requirements .
Equity Ownership & 5% Holders (Context)
| Holder | Common and As-Converted Shares | Ownership Cap |
|---|---|---|
| Esousa Holdings, LLC | 297,359,788 common (combination of common, notes, Series F/G/C as-converted) | 9.9% blocker on conversion/exercise |
| TD Capital No 1 Pty Limited | 128,420,177 common (notes, warrants, Series F/G as-converted) | 9.9% blocker on conversion/exercise |
| JADR Capital 2 Pty Ltd | 5,378,324 common (as-converted Series F/G and common) | 9.9% blocker on conversion/exercise |
| Acuitas Capital LLC | 1,712,199 common | 7.8% reported |
Expertise & Qualifications
- EV leadership and restructuring: Led Bollinger Innovations/Mullen through asset acquisitions, rebranding, product launch, and complex litigation/settlement processes .
- Music industry background: 27-year career producing/executive-producing gold/platinum records, highlighting branding and operational skills prior to EV industry roles .
- Public-facing thought leadership: Authored EV adoption op-ed, indicating engagement with institutional fleet strategy debates .
Employment & Contracts (Retention risk)
| Item | Disclosure |
|---|---|
| Start date at company | Founder role since inception; led since 2014 |
| Contract term, severance, change-of-control | Not disclosed in available filings |
| Clawbacks, tax gross-ups, deferred comp | Not disclosed in available filings |
| Non-compete, non-solicit, garden leave | Not disclosed in available filings |
Board Service History, Committees, and Dual-Role Implications
- Service: Chairman of the Board and CEO; signed special meeting proxy and filings in 2025 .
- Committees: Composition not disclosed in recent filings; charters exist for Audit, Compensation, and Nominating .
- Dual role: CEO + Chairman increases governance concentration and reduces independence; absence of disclosed Lead Independent Director and committee rosters in recent filings complicates independence assessment .
Investment Implications
- Alignment: Reported beneficial ownership shows Michery with 1 common share (<1%); while CEO PSAs could grant 1–3% of outstanding shares upon milestone achievement, the absence of disclosed targets/weightings and the extension of deadlines temper near-term pay-for-performance alignment .
- Dilution risk: Successive reverse stock splits (eight between 2023–2025), automatic quarterly increases to the equity plan share pool, and frequent issuance of convertible notes and warrants signal elevated dilution and potential overhang, increasing the likelihood of insider selling pressure when awards vest .
- Execution risk: Q3 FY2025 net loss widened YoY amid financing costs and settlements; while product milestones include first vehicle sales in 2024, ongoing creditor litigation at Bollinger Motors and recent facility transfer to settle GEM arbitration underscore operational and legal complexity .
- Governance: CEO + Chairman dual role and limited recent disclosure on committee composition/independence warrant caution; related-party transactions (director legal services) add to governance monitoring needs .