Luisa Ingargiola
About Luisa Ingargiola
Luisa Ingargiola, age 58, is Lead Independent Director at Dragonfly Energy (DFLI) and has served on the Board since October 2022. She is Chair of the Audit Committee, is deemed independent under Nasdaq rules, and is designated an “Audit Committee financial expert” by the Board. Her background includes CFO roles at Avalon GloboCare (since Feb 2017) and MagneGas (2007–2018), with an MBA in Health from the University of South Florida and a BS in Finance from Boston University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Legacy Dragonfly (pre-Business Combination) | Director | Aug 2021–Oct 2022 | Board member |
| MagneGas Corporation | Chief Financial Officer & Co-Founder | 2007–2018 | Finance leadership |
| AgEagle Aerial Systems Inc. (NYSE American: UAVS) | Audit Committee Chair, Director | May 2018–Nov 2022 | Audit oversight |
| Siyata Mobile (NASDAQ: SYTA) | Audit Committee Chair | Dec 2020–Dec 2021 | Audit oversight |
| Progress Acquisition Corporation | Audit Committee Chair, Director | Nov 2020–Feb 2023 | Audit oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avalon GloboCare Corp. (NASDAQ: ALBT) | Chief Financial Officer | Feb 2017–Present | Executive finance |
| Electrameccanica Vehicles Corp. (Nasdaq: SOLO) | Director; Compensation Chair; Audit Chair | Mar 2018–Mar 2024 | Comp & Audit leadership |
| XOS, Inc. | Director | Mar 2024–Present | Board member post SOLO sale to XOS |
| BioCorRx Inc. (OTC: BICX) | Director; Audit Committee Chair | Apr 2018–Present | Audit oversight |
| Vision Marine Technologies, Inc. (NASDAQ: VMAR) | Director; Audit Committee Chair | Dec 2020–Present | Audit oversight |
Board Governance
- Lead Independent Director; independent director under Nasdaq rules .
- Audit Committee Chair and Audit Committee financial expert; the committee oversees financial reporting, internal controls, auditor appointment/compensation, and reviews/approves affiliated party transactions .
- Committee memberships: Audit (Chair), Compensation (member; chaired by Brian Nelson), Nominating & Corporate Governance (member; chaired by Brian Nelson) .
- Classified board: Ingargiola is Class C; her term expires at the 2025 Annual Meeting .
- Meeting cadence and attendance (FY 2024): Board met 4 times; Audit 4; Compensation 4; Nominating 2; each director attended at least 75% of Board and committee meetings; all directors except Brian Nelson attended the 2024 annual meeting .
Fixed Compensation
| Component | Policy Amount | Eligibility/Notes |
|---|---|---|
| Annual Board retainer (cash) | $58,800 | Non-Employee Directors |
| Lead Independent Director retainer (cash) | $20,000 | Additional to Board retainer |
| Audit Committee Chair retainer (cash) | $20,000 | Additional to Board retainer |
| Compensation Committee Chair retainer (cash) | $15,000 | Additional to Board retainer (not applicable to Ingargiola) |
| Nominating & Corporate Governance Chair retainer (cash) | $10,000 | Additional to Board retainer (not applicable to Ingargiola) |
| Committee membership fees | $0 | No fees for membership; only chairs receive retainers |
| Attendance threshold | ≥75% | Must attend ≥75% of Board and committee meetings to receive retainers |
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $98,800 | $74,100 |
| Stock Awards ($) | $100,000 | $100,000 |
| Option Awards ($) | — | — |
| Total ($) | $198,800 | $174,100 |
Performance Compensation
| Equity Award | Grant Date | Units/Value | Vesting | Notes |
|---|---|---|---|---|
| Initial Non-Employee Director equity | At appointment | Expected $300,000 value | As set by Compensation Committee | Policy expectation |
| Annual Non-Employee Director equity | Annually | Expected $100,000 value | As set by Compensation Committee | Policy expectation |
| RSU award | Oct 7, 2022 | 3,334 RSUs | 100% on first anniversary, subject to service | Initial grant to Non-Employee Directors |
| RSU award | Apr 12, 2024 | 222,222 RSUs | 3 equal annual installments starting 1-year from grant | Per 2024 proxy |
| RSU award | Apr 12, 2024 | 24,692 RSUs | 3 equal annual installments starting 1-year from grant | Per 2025 proxy (reflects subsequent share count changes) |
| Unvested RSUs (each Non-Employee Director) | As of Mar 31, 2025 | 24,692 units | Remaining per schedule | Aggregate per director |
| Options outstanding (exercisable) | As of Dec 31, 2023 | 75,852 shares | N/A | Ingargiola |
| Options outstanding (exercisable) | As of Dec 31, 2024 | 10,836 shares | N/A | Ingargiola |
No director performance metrics (e.g., TSR, EBITDA) are disclosed for Non-Employee Director equity grants; awards are time-based RSUs/option grants under the 2022 Plan .
Other Directorships & Interlocks
| Company | Ticker | Role | Committee Roles | Potential Interlock Notes |
|---|---|---|---|---|
| Avalon GloboCare Corp. | ALBT | CFO | N/A | Executive role; no DFLI-related transactions disclosed in proxy |
| BioCorRx Inc. | BICX | Director | Audit Chair | N/A |
| Vision Marine Technologies, Inc. | VMAR | Director | Audit Chair | N/A |
| Electrameccanica Vehicles Corp. | SOLO (to Mar 2024) | Director | Compensation Chair; Audit Chair | Transitioned to XOS directorship after sale |
| XOS, Inc. | XOS | Director | N/A | Commenced Mar 2024 |
Expertise & Qualifications
- Designated Audit Committee financial expert; extensive audit oversight experience across multiple public companies .
- CFO experience at Avalon GloboCare and MagneGas, providing deep financial reporting and governance expertise .
- Academic credentials: MBA (Health/Health Administration) and BS in Finance .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Notable Instruments |
|---|---|---|---|
| Luisa Ingargiola | 22,400 | <1% | Includes 10,836 options exercisable within 60 days as of Sept 10, 2025 |
| Shares outstanding basis | 61,741,974 | — | Shares outstanding used for ownership table |
| Unvested RSUs (as of Mar 31, 2025) | 24,692 | — | Each Non-Employee Director; time-based vesting |
Governance Assessment
- Strengths: Independent Lead Director, Audit Chair, and Audit Committee financial expert status bolster board oversight of financial reporting and related party transactions; documented committee activity and ≥75% attendance in 2024 support engagement .
- Compensation/Alignment: Mix of cash ($74,100 in 2024) and equity ($100,000 in stock awards) aligns director incentives with shareholders; retainers contingent on ≥75% attendance add discipline .
- Ownership: Beneficial holdings (<1%) are modest relative to outstanding shares; no stock ownership guidelines for directors are disclosed in the proxy .
- Board dynamics: 2025 saw multiple director resignations as part of expense reductions, and a subsequent resignation, reducing board size; the environment reflects restructuring but no disagreements cited .
- Additional context: Share count changes (e.g., differing RSU units between 2024 and 2025 proxies) and reverse split authorization reflect capital structure actions to maintain Nasdaq listing; these are board-level decisions rather than director-specific signals .
RED FLAGS to monitor: relatively low share ownership (<1%) ; high external board/CFO commitments (time allocation) ; continuing capital structure actions (reverse split authorization) . No related-party transactions involving Ingargiola are disclosed in the cited proxy sections; the Audit Committee oversees any such transactions .