Patrick Lavelle
About Patrick Lavelle
Patrick Lavelle (age 73) is an independent Class I director of ECD Automotive Design (ECDA) with a term expiring at the 2027 annual meeting; he was nominated and re‑elected at the December 17, 2024 annual meeting . He has a BA in History from Marist College (1973) and is a veteran executive in consumer electronics, serving as President & CEO of VOXX International since May 2005 and a VOXX director since 1993 . The ECDA Board has determined he is independent under Nasdaq rules, and all directors attended at least 75% of meetings in the last fiscal year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VOXX International Corp. (formerly Audiovox) | President & CEO | Since May 2005 | Led diversification into mobile electronics; oversaw brand expansion (Klipsch, RCA, Acoustic Research, Jensen, Code Alarm, Pioneer, Onkyo, Magnat, Heco, Mac Audio) |
| VOXX International Corp. | Director | Since 1993 | Director of most operating subsidiaries |
| VOXX Electronics Corp. (VOXX Mobile Division) | President | From 1992 (first President of newly consolidated mobile division) | Drove growth in automotive entertainment/security systems |
| VOXX International Corp. | Vice President; Senior Vice President | Multiple roles since 1977 | Sales leadership; built mobile accessory products category |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Consumer Technology Association (CTA) | Executive Board Industry Advisor; formerly Chairman; Executive Board member | Current advisor; prior chair | Multiple leadership positions over years |
| Marist College (NY) | Board of Trustees; Executive Board; Chairman of Advancement Committee | Ongoing | Alumni governance and advancement leadership |
Board Governance
- Independence: ECDA Board determined Lavelle is independent; majority of Board is independent per SEC/Nasdaq rules .
- Committee memberships:
- Audit Committee member; Audit Chair is Thomas Wood .
- Compensation Committee Chair (also member) .
- Nominating Committee member; Chair is Robert Machinist .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in the last fiscal year .
- Board classification: ECDA board is classified into three classes; Lavelle is Class I (term to 2027) .
Fixed Compensation
| Component | Structure | Amount/Terms |
|---|---|---|
| Cash meeting fees | Per quarterly Board meeting attended | $12,500 per quarterly meeting; up to $50,000 per year |
| Additional cash (committee membership/chair) | Not disclosed | — |
Performance Compensation
| Award Type | Grant Size | Exercise Price | Vesting | Expiration | Notes |
|---|---|---|---|---|---|
| Stock options (one‑time grant for non‑employee directors) | Up to 15,000 shares | 110% of price per share at Closing Date | Not disclosed | Not disclosed | Implemented post‑Business Combination |
- Plan mechanics: ECDA’s equity plan authorizes options, RSUs, performance awards and other stock-based awards for directors, employees, and consultants; committee may accelerate vesting, including upon change of control .
- Director‑specific performance metrics: None disclosed (no TSR/EBITDA/revenue targets for director pay) .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| VOXX International Corp. | Director (elected 1993) | No ECDA‑specific related‑party transactions involving Lavelle disclosed; audit committee must pre‑approve Item 404 transactions |
Expertise & Qualifications
- Deep operating experience in consumer electronics; led VOXX’s diversification and international brand portfolio expansion .
- Governance and industry leadership via CTA roles (former chair; current industry advisor) .
- Academic and advancement governance through Marist College boards .
Equity Ownership
| Holder | As of Nov 27, 2024 | As of Jul 2, 2025 |
|---|---|---|
| Patrick Lavelle – Common Shares | — | 50,000 (less than 1%) |
| Ownership % of Outstanding | — | <1% of 47,582,259 shares |
- Group ownership context: Directors and executive officers as a group owned approx. 77.3% at the 2024 record date , and approx. 52.6% at the 2025 record date .
- Pledging/hedging: Insider trading policy exists (details filed with 2024 10‑K); pledging/hedging prohibitions not explicitly disclosed in proxy .
- Stock ownership guidelines: Not disclosed for directors .
Governance Assessment
- Committee leadership and independence: Positive signal—Lavelle chairs the Compensation Committee and serves on Audit and Nominating; Board affirms his independence .
- Attendance: At least 75%—acceptable baseline but individual rates not disclosed; continued monitoring warranted .
- Alignment: He owned 50,000 shares (<1%) as of July 2, 2025; directors receive cash per meeting and a one‑time option grant, with no recurring equity retainer or disclosed performance metrics—suggests limited ongoing at‑risk alignment compared to best‑practice boards .
- Conflicts/related‑party: No Lavelle‑specific Item 404 transactions disclosed; audit committee (of which he is a member) pre‑approves related‑party transactions under policy—reduces conflict risk .
- Clawback and controls: Company has a clawback policy for incentive compensation (focused on executives) and a code of ethics; good governance infrastructure, though director‑specific clawback application not detailed .
- Board structure RED FLAG: Classified board (staggered terms) may entrench directors and delay change in control; not Lavelle‑specific but affects investor influence .
- Ownership concentration context: Insiders/directors collectively held majority control at prior record dates—implications for say‑on‑pay and governance votes (monitor outcomes) .
RED FLAGS
- Classified board structure (entrenchment risk) .
- Limited disclosure of director‑specific performance metrics, vesting/expiration for option grants, and stock ownership guidelines (transparency gap) .
- Insider control levels historically high; monitor independence and responsiveness to shareholder feedback .
Positive Signals
- Multi‑committee service and independence determination .
- Industry and governance expertise (CTA leadership; VOXX CEO/Director) .
- Attendance threshold met by all directors .
Notes and references:
- Biography, education, external roles, VOXX background .
- Director age and ECDA role .
- Independence and committees .
- Attendance .
- Director compensation structure .
- Equity ownership and outstanding shares .
- Group ownership and voting context .
- Board classification .
- Insider trading policy and clawback policy .
- Audit Committee responsibilities including related‑party oversight .