Brock Pierce
About Brock Pierce
Brock J. Pierce (age 44) served as an independent Class II director of Envirotech Vehicles, Inc. (EVTV) from August 2024 until his resignation on December 11, 2024; the Company stated his resignation was not due to any disagreement with operations, policies, or practices . EVTV’s Board determined he met Nasdaq independence standards during his tenure; no education credentials are disclosed in EVTV filings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Envirotech Vehicles, Inc. (EVTV) | Independent Director (Class II) | Aug 2024–Dec 11, 2024 | Board determined independent; no committee assignments disclosed |
| EVTV | Director nominee/continuing director listing | Oct 2024 proxy | Biographical profile provided; independence affirmed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bitcoin Foundation | Chairman | Since Jun 2014 | Non-profit/industry advocacy |
| Integro Foundation | Chairman | Since Dec 2017 | Non-profit organization |
| Bit Digital, Inc. (Nasdaq: BTBT) | Director | Since May 2021 | Public company directorship (crypto mining) |
| SpaceFund | General Partner | Since Aug 2021 | Venture investment in space tech |
| Percival Services LLC | Managing Member | Since Jan 2019 | Private entity role |
| Unicorn Ventures | Managing Partner | Since Jan 2016 | Venture role |
| Block.one; Blockchain Capital; Tether; Mastercoin; Lighthouse NFT Smart Gallery | Co-founder/advisor/funder | Various | Blockchain and crypto ecosystem founding roles |
Board Governance
- Independence: Determined independent under Nasdaq Rule 5605(a)(2) during his EVTV tenure; reaffirmed in 2025 proxy as “independent” prior to his resignation .
- Committee assignments: Audit, Compensation, and Nominating committees were composed of other independent directors; no committee membership for Pierce is disclosed in EVTV proxies .
- Tenure and departure: Appointed August 2024; resigned effective December 11, 2024, not due to disagreements per Item 5.02 8‑K .
- Board structure context: EVTV maintains three standing committees with written charters and conducts executive sessions of independent directors; chairs are independent (Audit: Di Pietro; Compensation: White Elk; Nominating: Barcellos) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (non‑employee director) | $31,000 | Adopted following 2023 compensation review |
| Audit Committee Chair fee | $12,300 | Annual |
| Compensation Committee Chair fee | $9,600 | Annual |
| Nominating & Governance Committee Chair fee | $8,000 | Annual |
| Reimbursement of reasonable expenses | N/A | Standard director policy |
| Director (FY 2024) | Fees Earned (Cash) | Option Awards (Grant‑date fair value) | Total |
|---|---|---|---|
| Terri White Elk | $40,600 | $30,839 | $71,439 |
| Michael A. DiPietro | $43,300 | $30,839 | $74,139 |
| Melissa Barcellos | $39,000 | $30,839 | $69,839 |
| Brock J. Pierce | — | — | — (Resigned Dec 11, 2024; no compensation in 2024) |
Note: Then‑serving non‑employee directors received 26,302 options on March 19, 2024 (grant‑date fair value $30,839); these vested immediately. Directors held 33,380 options at Dec 31, 2024. Pierce was appointed after March 2024 and did not receive 2024 director compensation .
Performance Compensation
| Award Type | Grant Date | Quantity | Vesting | Fair Value |
|---|---|---|---|---|
| Stock Options (non‑employee directors) | Mar 19, 2024 | 26,302 | Vested immediately | $30,839 |
- Director performance metrics (e.g., TSR, EBITDA) tied to director pay are not disclosed; director equity in 2024 was time‑based option grants to then‑serving directors .
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts |
|---|---|---|
| Bit Digital, Inc. (BTBT) | Director | No EVTV‑disclosed transactions or ties with BTBT; no related‑party items involving Pierce disclosed |
Expertise & Qualifications
- Capital raising and public company board experience; co‑founded, advised, and funded 100+ tech and blockchain companies, with extensive network in crypto/web3 ecosystems .
- EVTV’s Board cited his capital‑raising experience and public company governance background as qualifications .
Equity Ownership
| As of | Shares Beneficially Owned | Percent Outstanding | Notes |
|---|---|---|---|
| Oct 16, 2024 | — | <1% | Pierce listed with no shares; “*” denotes <1% |
- No EVTV options or RSUs for Pierce disclosed; pledged or hedged shares not disclosed. EVTV reports no officer/director hedging activity in 2023 and has no specific hedging or pledging policy disclosed for directors .
Governance Assessment
- Independence and non‑disagreement resignation: Independence affirmed; departure characterized as not due to disagreements, reducing immediate governance risk signal from his exit .
- Alignment gap: No disclosed EVTV share ownership or director equity awards during tenure; short tenure suggests minimal alignment via equity with EVTV performance .
- Committee participation: No EVTV committee assignments disclosed for Pierce; the core oversight committees remained led by other independent directors (financial expert on Audit) .
- External time commitments: Multiple ongoing leadership roles in crypto and venture could pose bandwidth and potential perceived conflict risks, though EVTV disclosures show no related‑party transactions linked to Pierce .
- Shareholder oversight context: EVTV’s 2024 Say‑on‑Pay received strong support; board and committee structures meet independence criteria .
RED FLAGS
- Late Section 16 filing: Pierce filed one Form 3 late on November 22, 2024 (compliance lapse) .
- Minimal “skin‑in‑the‑game”: No reported EVTV ownership or options during tenure; weak pay‑for‑performance alignment as a director .
- Very short tenure: Appointed Aug 2024; resigned Dec 11, 2024. While not due to disagreement, brevity limits observable board effectiveness and engagement .
Say‑on‑Pay & Shareholder Feedback
| Proposal (2024 Annual Meeting) | Votes For | Votes Against | Abstained | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory approval of NEO compensation (FY 2023) | 9,208,414 | 129,260 | 2,070 | 96,135 |
Notes on Related‑Party Transactions (EVTV context)
- EVTV disclosed related‑party transactions involving executive leadership and affiliates (SRI leases; ABCI office lease; 42Motorsports consulting; Maddox Industries acquisition terms), but none involved Pierce .
Additional Board Structure and Attendance Context
- EVTV reported each incumbent director in 2023 attended at least 75% of board and applicable committee meetings; all directors attended the 2023 Annual Meeting. Pierce was not on the board in 2023; 2024 individual attendance for Pierce is not disclosed .