William Miltner
About William Miltner
William Miltner is a career litigation attorney and current director of Bollinger Innovations (BINI). He co‑founded Miltner & Menck, APC and previously co‑managed Perkins & Miltner, LLP; in 2006 he founded Miltner Law Group, APC. He has represented public and private companies across real estate, construction, title insurance, and lending, and is admitted to the California Bar (1988) with memberships in the American and San Diego County Bar Associations and American Business Trial Lawyers Association . He has served as a director since the merger closing noted in company filings (November 5, 2021) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Miltner & Menck, APC | Co‑founder; litigation attorney | Not disclosed | Complex litigation across real property, business, construction, title insurance, lender matters |
| Perkins & Miltner, LLP | Co‑founder/co‑manager | 13 years (prior to 2006) | Led respected San Diego litigation firm |
| Miltner Law Group, APC | Founder | 2006–present (noted founding year) | Continued litigation practice; broad corporate representation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships disclosed in BINI filings . |
Board Governance
- Current director; appears on BINI’s registration statement signature page as “Director” (September 19, 2025) .
- Committees: Company references a Compensation Committee (approving grants/consultant awards), but individual committee assignments for Mr. Miltner are not disclosed .
- Independence: Mr. Miltner provides paid legal services to the Company while serving on the Board (related‑party transaction), which raises independence concerns .
- Attendance: Not disclosed.
- Years of service on this board: service referenced since merger closing (Nov 5, 2021) .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Board/committee cash (non‑employee directors, aggregate) | $319,000 | Nine months ended Jun 30, 2025 | Aggregate across all non‑employee directors; individual allocations not disclosed . |
| Board/committee equity (non‑employee directors, aggregate) | $601,000 | Nine months ended Jun 30, 2025 | Aggregate grant‑date fair value in common stock; individual allocations not disclosed . |
| Legal fees paid to W. Miltner (consulting) | $172,000 | Three months ended Jun 30, 2025 | Director provides legal services to the Company . |
| Legal fees paid to W. Miltner (consulting) | $511,000 | Nine months ended Jun 30, 2025 | Director provides legal services to the Company . |
| Prior‑year legal fees to W. Miltner | $249,000 | Three months ended Jun 30, 2024 | Historical reference . |
| Prior‑year legal fees to W. Miltner | $955,000 | Nine months ended Jun 30, 2024 | Historical reference . |
Performance Compensation
| Provision | Term | Trigger/Metric | Vesting/Payment |
|---|---|---|---|
| Change‑in‑Control cash for non‑employee directors | $5,000,000 | Change‑in‑Control as defined (ownership ≥50% voting power; board composition change; merger/liquidation/asset sale) | Immediate vesting of any unvested equity; $5M cash paid on CoC . |
| CEO CoC reference (context) | % of transaction proceeds (10% up to $1B; +5% to $1.5B; +5% >$1.5B) | Change‑in‑Control | Immediate vesting; % payout (context only) . |
| Clawbacks, gross‑ups, severance multiples | Not disclosed | — | — |
RED FLAG: $5M CoC payout for each non‑employee director is unusually large and misaligned with small‑cap governance norms; combined with immediate equity vesting, it can entrench directors and weaken pay‑for‑performance alignment .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| Not disclosed | — | — | None disclosed in BINI filings . |
Expertise & Qualifications
- 30+ years litigation experience; extensive corporate representation in complex real property, business, construction, title insurance, and lender matters .
- California Bar (1988); memberships: American Bar Association, San Diego County Bar Association, American Business Trial Lawyers Association .
Equity Ownership
| Holder | Shares of Common Stock | Percent of Class |
|---|---|---|
| William Miltner | 30 | <1% (asterisked as less than 1%) . |
Notes:
- Shares outstanding context: 108,229,870 common shares outstanding as of September 16, 2025 (for scale; percent not recalculated here) .
Related‑Party Transactions
- Mr. Miltner is a paid legal consultant to BINI while serving as director; legal fees of $172k (Q2 FY25 quarter) and $511k (nine months FY25) were accrued/paid; prior year periods were $249k and $955k, respectively .
RED FLAG: Ongoing paid consulting/ legal services by a sitting director present a direct conflict of interest and typically compromise independence .
Risk Indicators & Governance Signals
- Repeated reverse stock splits over 2023–2025; Nasdaq warns such sequences may undermine investor confidence and can lead to expedited delisting if price compliance fails again after cumulative >250:1 splits .
- MVLS non‑compliance and subsequent move to OTC Markets following withdrawal from Nasdaq hearings; trading suspended on Nasdaq Oct 13, 2025; transitioned to OTCID under ticker BINI .
- Rights Agreement (poison pill) in place through May 1, 2026 with board ability to exempt transactions/persons prior to an Acquiring Person event; potential entrenchment concerns .
Governance Assessment
- Alignment: Minimal disclosed equity ownership (<1%) and significant CoC cash entitlement ($5M) suggest weak “skin‑in‑the‑game” and poor pay‑for‑performance alignment .
- Independence: Related‑party legal services by Mr. Miltner while on the Board are a material conflict and independence impairment .
- Board effectiveness: Committee structure exists (Compensation Committee), but individual committee assignments, attendance, and governance practices for Mr. Miltner are not disclosed, limiting transparency .
- Investor confidence: Company’s repeated reverse splits, delisting to OTC, and poison pill heighten governance and market‑structure risks; large director CoC benefits compound entrenchment concerns .
Overall, Mr. Miltner’s paid consulting relationship and large CoC entitlement represent clear governance red flags for independence and alignment. Transparency gaps (committee roles, attendance, director‑level pay detail) further weaken investor confidence at BINI .