Natalie Russell
About Natalie Russell
Natalie Russell, age 30, is Cyngn’s Chief Financial Officer (CFO) and Principal Financial and Accounting Officer, appointed on August 12, 2025 after serving as Interim CFO from June 6, 2025 to August 12, 2025 . She is a CPA (California) with a B.S. in Business Administration from the University of Dayton; prior roles include Technical Accounting Manager at SOAProjects (Dec 2022–Mar 2023) and five years in EY’s audit and assurance practice (Sep 2017–Dec 2022) . On November 14, 2025 she signed Sarbanes–Oxley CEO/CFO certifications for Cyngn’s amended 10‑K/A as the Principal Financial and Accounting Officer . Following the company’s restatement, Cyngn’s Compensation Committee concluded no recovery was required under the company’s Clawback Policy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young | Audit & Assurance | 2017–2022 | Led assurance engagements; foundation in GAAP/internal controls |
| SOAProjects | Technical Accounting Manager | 2022–2023 | Technical accounting research and financial reporting for tech/life sciences |
| Cyngn | Director of Accounting | 2023–2025 | Built accounting processes; prepared for leadership transition |
| Cyngn | Interim CFO | Jun 6, 2025–Aug 12, 2025 | Stabilized finance during CFO transition |
| Cyngn | CFO (Principal Financial & Accounting Officer) | Aug 12, 2025–present | Oversight of disclosure controls/ICFR; SOX certifications; restatement process |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of Dayton | B.S. Business Administration | — | Foundational education |
| California Board of Accountancy | Certified Public Accountant | — | Professional credential |
Fixed Compensation
| Component | Detail |
|---|---|
| Base Salary | $250,000 per annum (bi‑weekly payroll) |
| Target Bonus % | Discretionary annual bonus up to 20% of base salary; pro‑rated for 2025; based on company and individual performance; paid only if employed on bonus payment date |
| Employment Status | At‑will; remote (San Diego, CA); reports to CEO |
| Arbitration | JAMS employment arbitration in San Diego County, CA; company pays arbitration fees |
| Policies | Subject to company policies and Confidential Information and Invention Assignment Agreement |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus (Discretionary) | Not disclosed | Up to 20% of base salary | Not disclosed | Discretionary based on Company and personal performance; must be employed when paid | N/A |
No formal performance metric framework (e.g., revenue/EBITDA/TSR weightings or targets) was disclosed for Ms. Russell’s incentive compensation .
Equity Ownership & Alignment
| As‑of Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| August 7, 2025 | 2 | <1% | No options listed for Russell in 8/19/2025 proxy ownership table |
| October 14, 2025 | 2 | <1% | Consistent beneficial ownership in 10/22/2025 proxy |
- Shares pledged: None disclosed .
- Stock ownership guidelines: Not disclosed .
- Rule 10b5‑1 trading arrangements: Company disclosed no director/officer adoptions or terminations in Q4 2024 .
Employment Terms
| Provision | Baseline Termination (No CIC) | Change‑of‑Control Termination |
|---|---|---|
| Severance Cash | Lump sum equal to 6 months of then‑current base salary | Lump sum equal to 2 months of then‑current base salary plus 2 additional months per year of employment, capped at 6 months |
| Bonus Treatment | Pro‑rated annual bonus at target for year of termination (company and personal performance at 100%) | Pro‑rated annual bonus at target for the current year (months worked) |
| Equity Vesting | 25% of then‑unvested equity vests at termination date | Full acceleration (100%) of all then‑unvested equity immediately prior to termination |
| COBRA/Benefits | Company pays/reimburses medical/dental premiums up to 6 months or pays equivalent lump sum if coverage unavailable | Same up to 6 months |
| CIC Window | — | 60 days before to 12 months after CIC |
| Conditions | Release of claims (timing rules; 409A compliance) | |
| 280G/4999 | Cutback to avoid excise tax if it yields greater net after‑tax receipt (company’s independent determination) | |
| Definitions | Cause and Good Reason defined (compensation/material duty changes; geography change >35 miles; breach; cure periods) | |
| Arbitration/Law | JAMS arbitration; California law; San Mateo County venue per offer letter |
Severance and Change‑of‑Control Agreement effective August 12, 2025 .
Investment Implications
- Alignment and retention: Base pay and a modest discretionary bonus suggest limited guaranteed cash; equity alignment exists via vesting acceleration mechanics, but current beneficial ownership is de minimis (2 shares; <1%), indicating low “skin‑in‑the‑game” at present . CIC full acceleration introduces potential sale‑friendly incentives while providing retention via baseline partial acceleration .
- Governance and controls: Russell executed SOX certifications for the amended 10‑K/A; the company disclosed a restatement and “non‑reliance” 8‑K, yet the Compensation Committee determined the restatement did not trigger clawbacks under the policy . Monitor remediation of internal control weaknesses and subsequent filings for any clawback implications.
- Selling pressure indicators: No 10b5‑1 arrangements adopted/terminated in Q4 2024; current ownership is minimal; watch for future equity grants and vesting schedules that could introduce incremental saleable supply or hedging/pledging risks (none disclosed so far) .
- Risk context: Nasdaq minimum bid price compliance concerns and going‑concern disclosures at the company level frame execution risk; CFO leadership on financing, disclosure controls, and restatement resolution will be central to investor confidence .