Ignacio Novoa
About Ignacio Novoa
Ignacio Novoa (age 41) serves as an independent director of Bollinger Innovations (formerly Mullen Automotive), joining the board in July 2022. His background includes real estate investing/management since 2003, prior law enforcement work, and security roles with a government contractor; he currently works as a real estate consultant managing his own portfolio . As of the August 22, 2025 record date, company filings indicate Novoa held no beneficial common stock at BINI, implying minimal “skin-in-the-game” alignment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Las Lomas Realty | Realtor | Jan 2015 – Present | Real estate transactions and portfolio management |
| Federal Reserve Police | Police Officer | Aug 2008 – Mar 2021 | Law enforcement experience |
| Northrop Grumman | Program Security | Sep 2008 – Mar 2013 | Security for government contractor; held secret clearances |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DRIVEiT | Director | Jan 2024 – Present | Interlocked with BINI through multiple shared directors/executives (Michery, New, Puckett, Betor, Novoa) |
Board Governance
- Independence status: Listed as an “Independent Director” on the company’s governance page .
- Committee assignments: Not explicitly disclosed for Novoa in available 2025 special proxy or S-1/A; investor site shows committee chair/member icons but does not assign specific committees to Novoa .
- Attendance: No attendance rates disclosed in the 2025 special meeting proxy –.
- Tenure on this board: Since July 2022 .
Fixed Compensation
- Annual director retainer, committee fees, and meeting fees are not disclosed in the 2025 special meeting proxy; the 2024 proxy and 2025 10-K excerpts accessed do not provide a current cash retainer schedule for Novoa – .
- Prior Consulting Agreement: Company lists an “Ignacio Novoa Consulting Agreement dated January 12, 2022” among exhibits, indicating prior compensated relationship before/directly around his directorship; this can affect perceived independence if ongoing .
Performance Compensation
| Component | Terms | Trigger | Vesting/Value |
|---|---|---|---|
| Change-in-control agreement (non-employee directors) | Immediate vesting of any unvested equity; $5,000,000 cash to each non-employee director (including Novoa) | Single-trigger upon change in control | Lump sum $5,000,000; equity accelerates immediately |
| Equity awards (RSUs/Options) | Not specifically disclosed for Novoa for FY25 in available filings | N/A | N/A – |
RED FLAG: A single-trigger $5 million change-in-control payment for a non-employee director is atypical and can misalign incentives, potentially encouraging transactions irrespective of long-term shareholder value .
Other Directorships & Interlocks
| Company | Relationship | Shared Individuals | Conflict Risk Notes |
|---|---|---|---|
| DRIVEiT | Board interlock | David Michery (BINI CEO/Chair also DRIVEiT Chair), Jonathan New (BINI CFO also DRIVEiT CFO), Kent Puckett & Mark Betor & Ignacio Novoa (directors at both) | Related-party exposure and potential conflicts in transactions/business dealings due to overlapping leadership |
Expertise & Qualifications
- Domain: Real estate investing and operations; prior law enforcement and program security experience .
- Board qualification: Listed as Independent Director; technical/automotive expertise not highlighted in available disclosures .
Equity Ownership
| Metric | As of Aug 22, 2025 (Record Date) | Source |
|---|---|---|
| Common shares beneficially owned | 0 | |
| % of class | <1% | |
| Vested vs. unvested shares | Not disclosed | |
| Options exercisable/unexercisable | Not disclosed | |
| Pledged shares | Not disclosed |
Note: Earlier pre-name-change disclosures for FY2024 list Novoa with 163,000 common shares, but subsequent cumulative reverse splits (including 1:100 on 12/21/2023, 9/17/2024; 1:60 on 2/18/2025; 1:100 on 4/11/2025 and 6/2/2025; 1:250 on 8/4/2025) drastically altered share counts and convertibles; latest special proxy shows “-” (none) for Novoa’s beneficial ownership as of 8/22/2025 .
Governance Assessment
- Independence risk factors:
- Prior consulting arrangement (Jan 12, 2022) with the company suggests a paid relationship proximate to directorship; without clear termination/conditions, this can cloud independence perception .
- Extensive interlocks with DRIVEiT across BINI’s CEO/Chair, CFO, and multiple directors, including Novoa, raise related-party transaction risks and information flow concerns .
- Alignment concerns:
- Minimal current equity ownership (0 shares as of Aug 22, 2025) weakens “skin-in-the-game” alignment with common shareholders .
- Single-trigger $5 million change-in-control payout for non-employee directors is a pronounced red flag, potentially incentivizing change-of-control outcomes misaligned with long-term value creation .
- Company listing/stability signals:
- Multiple reverse splits over 2023–2025 and eventual move from Nasdaq to OTC Markets (Oct 13, 2025) indicate capital market stress and governance scrutiny; delisting can constrain liquidity and institutional confidence .
Overall implication for investors: The combination of low director ownership, significant interlocks with DRIVEiT, and extraordinary change-in-control cash benefits for independent directors undermines perceived board independence and pay-for-performance rigor, elevating governance risk and potential misalignment with public shareholders .