Jonathan Andersen
About Jonathan K. Andersen
Jonathan K. Andersen is listed as a director of Bollinger Innovations, Inc. in multiple SEC filings in August–September 2025, indicating board service at least since August 8, 2025 . The company’s beneficial ownership table for the August 22, 2025 record date lists “Jonathan K. Andersen” among directors with no reported common stock ownership .
Board Governance
- Non-employee directors at BINI are party to Change-in-Control Agreements approved August 11, 2023: upon a change in control, any unvested equity immediately vests and each non-employee director receives a $5,000,000 cash payment .
- A shareholder derivative action (Morga v. Company et al.) named Mr. Andersen and others; it was filed April 8, 2025 and voluntarily dismissed without prejudice on July 11, 2025 .
- The company maintains a rights plan and anti-takeover protections (e.g., Section 203 DGCL effects, meeting/Bylaws provisions), shaping the governance context in which the board operates .
Fixed Compensation
Director-level compensation disclosed in aggregate for non-employee directors (company-wide; not broken out by director):
| Component | 9M FY2025 Amount (USD) | 9M FY2024 Amount (USD) |
|---|---|---|
| Cash fees | $319,000 | $331,000 |
| Stock grants | $601,000 | $563,000 |
Change-in-Control terms for non-employee directors:
| Agreement | Effective Date | Beneficiaries | Key Terms |
|---|---|---|---|
| Change-in-Control Agreement | Aug 11, 2023 | Each non-employee director | Immediate vesting of unvested equity; $5,000,000 cash payment upon change in control |
Performance Compensation
- Equity awards to directors are issued under the 2022 Equity Incentive Plan framework; stockholders approved an amendment on July 22, 2025 adding an automatic quarterly increase to plan capacity beginning October 1, 2025 (board may reduce or skip increases) . Specific performance metrics tied to non-employee director awards were not described in the reviewed filings .
Equity Ownership
As of the August 22, 2025 record date:
| Metric | As of Aug 22, 2025 |
|---|---|
| Common shares beneficially owned | — (no holdings reported) |
| Percent of class | — |
Other Directorships & Interlocks
- No other public company board roles or committee positions for Mr. Andersen were disclosed in the reviewed BINI filings .
Expertise & Qualifications
- The filings reviewed do not provide a biography, education, age, or specific qualifications for Mr. Andersen .
Governance Assessment
- RED FLAG: The $5,000,000 change-in-control cash payout for each non-employee director, coupled with immediate vesting of all unvested equity, is unusually large and may weaken pay-for-performance alignment and investor confidence in board independence during control contests .
- Alignment concern: Mr. Andersen reported no common share ownership as of the August 22, 2025 record date, limiting “skin-in-the-game” alignment with common shareholders .
- Legal overhang mitigated: Mr. Andersen was named in a derivative action that was dismissed without prejudice on July 11, 2025; while dismissal removes near-term legal pressure, the case signals prior shareholder dissatisfaction with governance and oversight .
- Broader governance environment: BINI’s rights plan and anti-takeover provisions may entrench the board, elevating scrutiny of director incentives and independence in potential strategic transactions .