Kambiz Mahdi
About Kambiz Mahdi
Kambiz Mahdi is President, CEO, and Director of Clean Energy Technologies, Inc. (CETY), age 59, with a BS in Electrical Engineering from California State University, Northridge. He served as CEO from 1996–2005 and from July 2009 to present, and founded Billet Electronics in 2007 . Pay-versus-performance disclosures show cumulative TSR for a fixed $100 investment at $40.91 in 2024 and $37.50 in 2023, alongside net losses of $4.42M (2024) and $5.66M (2023) . CETY reports going-concern risk and persistent operating losses; the firm is pursuing higher-margin waste-to-energy initiatives while exiting a China VIE, and faces Nasdaq compliance risks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clean Energy Technologies, Inc. | President & CEO; Director | 1996–2005; 2009–present | Led engineering, manufacturing, sales, and operations; brings deep relationships in technology industries |
| Billet Electronics | Founder | 2007–present (as disclosed) | Global supply chain provider; background in electrical design and operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Public company boards | None in past five years | — | No additional public directorships disclosed |
Board Governance and Director Role
- Board service: Director nominee; CEO and management director; no Chair or Lead Independent Director at CETY .
- Independence: Not independent due to officer status; independent directors are Morrison, Xiao, Hsu .
- Committee roles: Mahdi is not a member of Audit, Compensation, or Nominating/Governance committees; Morrison chairs Audit and Nominating, Hsu chairs Compensation, Xiao is Audit member .
- Executive sessions: Independent directors meet in executive session at least annually .
- Attendance: No formal meetings in 2023–2024; directors attended ≥75% of telephonic conferences .
- Director compensation: Non-executive directors received no cash or equity compensation in 2023–2024 .
Dual-role implications:
- CEO-director without Chair/Lead Independent Director elevates governance scrutiny on board oversight of management and pay. Compensation Committee is fully independent, which mitigates some concerns .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 275,000 | 275,000 |
| Target Bonus (%) | 50% upon Board approval | 50% upon Board approval |
| Actual Cash Bonus ($) | 137,500 | 137,500 |
| All Other Compensation ($) | 18,000 (health $750/mo + car $750/mo) | 18,000 (health $750/mo + car $750/mo) |
| Stock Awards ($) | — | — |
| Option Awards ($) | — | — |
| Total ($) | 430,500 | 430,500 |
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Board-approved discretionary | Not disclosed | 50% of base salary | $137,500 (50%) | $137,500 | N/A |
| Equity Incentives (RSUs/PSUs/Options) | — | — | — | — | — | None outstanding as of FY2024/FY2023 |
Notes:
- Compensation philosophy references company and individual performance accountability but does not disclose specific quantitative metrics or weightings used for bonus determinations .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 2,317,541 shares (Kambiz and Bahareh Mahdi Living Trust) |
| Ownership as % of outstanding | 4.88% of 47,478,434 shares (as of April 2, 2025) |
| Vested vs unvested shares | No outstanding stock awards or options as of FY2024/FY2023 |
| Options (exercisable/unexercisable) | None outstanding |
| Shares pledged as collateral | Not disclosed |
| Ownership guidelines | Not disclosed |
| Hedging policy | Company does not currently have a policy against hedging (alignment red flag) |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement | At-will agreement dated October 18, 2018; $275,000 base; 50% cash bonus upon Board approval; $750/mo health; $750/mo car allowance; 500,000 shares issued as additional compensation (grant date in agreement) |
| Severance (salary+bonus multiple) | Not disclosed |
| Change-of-control (single/double trigger; multiples) | Not disclosed |
| Accelerated vesting on CoC | Not applicable; no outstanding awards |
| Clawback provisions | Not disclosed |
| Tax gross-ups | Not disclosed |
| Deferred compensation/Pension/SERP | None disclosed; company states no long-term incentive/retirement plans |
| Non-compete/Non-solicit/Garden leave | Not disclosed |
| Post-termination consulting | Not disclosed |
Performance & Track Record
- Financial performance: The company reported revenues of $2.42M in FY2024 vs $6.69M in FY2023; net losses were $4.42M (2024) and $5.66M (2023). EBITDA remained negative in both years (values below from S&P Global) *.
- Strategic initiatives: Expansion into higher-margin waste-to-energy (HTAP pyrolysis) and ORC partnerships; VRG-related project revenues/invoices ($801,086 in 2023; $110,517 in 2024) and related-party receivable of $1,556,531 .
- Risk events: VRG’s $12M loan default by the lender; CETY provided a corporate guarantee and the loan features conversion rights into CETY equity, introducing contingent dilution and liquidity risk .
- Governance/market listing risk: Company disclosed going-concern doubts; received Nasdaq notices for minimum bid price deficiency (Nov 5, 2024) and annual meeting timing (Jan 8, 2025); extension granted to June 3, 2025 to cure meeting deficiency .
- China operations deconsolidation and regulatory risks: Terminated VIE consolidation of Shuya (Jan 1, 2024); subject to PRC regulatory uncertainties affecting capital raising and cash movement .
Financial metrics table (company-level context):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | 6,693,844* | 2,424,659* |
| EBITDA ($) | (2,899,125)* | (3,102,424)* |
| Net Income - (IS) ($) | (5,659,723)* | (4,416,319)* |
Values retrieved from S&P Global.*
Related Party Transactions and Conflicts
- VRG joint venture: CETY Capital LLC owns 49% of VRG; CETY Renewables invoiced VRG $801,086 (2023) and $110,517 (2024); related-party receivable $1,556,531 .
- Corporate guarantee: CETY guarantees VRG’s $12M loan; lender in default on initial tranches; loan allows up to 30% conversion into CETY common at a 15% discount to market (plus potential additional conversion by AMEC), introducing contingent dilution and balance sheet risk .
- Concentrated control: CFO Calvin Pang controls 50.64% via MGW Investment I Limited; insiders as a group hold 55.52%—a governance and minority protection consideration .
Say-on-Pay & Shareholder Feedback
- First advisory vote scheduled at combined 2024/2025 annual meeting; no prior say-on-pay history .
- Compensation Committee independence and interlocks: Morrison and Hsu served; no interlocks disclosed .
Compensation Structure Analysis
- Cash-heavy and discretionary: CEO compensation is entirely cash with a fixed base and discretionary 50% bonus; no equity awards in 2023–2024, reducing performance leverage and long-term alignment .
- No disclosed quantitative performance metrics or weighting for bonus determinations (disclosed philosophy only) .
- No hedging policy and no ownership guideline disclosures—alignment gap .
- Historic equity grant: 500,000 shares were issued under the 2018 employment agreement; no continuing vesting schedules or outstanding equity awards today .
Director Compensation (for Mahdi as Director)
- No separate director fees in 2023–2024; executive compensation applies .
Investment Implications
- Alignment and sell pressure: Absence of outstanding RSUs/options implies limited mechanical vest-driven selling pressure; however, lack of an anti-hedging policy and no ownership guidelines weaken alignment. Beneficial ownership of 4.88% provides meaningful skin-in-the-game, but with insiders collectively controlling >50% (CFO majority), governance dynamics may concentrate decision rights .
- Pay-for-performance: Cash-only pay and discretionary bonus without disclosed metrics provide limited transparency; the pivot to higher-margin waste-to-energy is positive, but losses and going-concern risk keep execution risk high .
- Trading signals: Nasdaq compliance risks and lender default under a guaranteed related-party facility are near-term overhangs; potential equity conversion from the VRG loan is a dilution tail risk .
- Governance: Independent committee leadership mitigates some CEO/Director dual-role concerns, but absence of Lead Independent Director and anti-hedging policy are red flags; no severance/CoC disclosures reduce clarity on downside economics .