Jason Maddox
About Jason Maddox
Jason Maddox, age 47, is President (since October 16, 2024), Interim Chief Financial Officer (since January 21, 2025), and a Class II director (appointed August 6, 2025; nominated for re-election to a term expiring in 2028) at Envirotech Vehicles (EVTV). He previously served as CEO of Maddox Defense, Inc. (since June 2008) and CEO of Maddox Industries LLC (January 2021 until EVTV’s acquisition in December 2024). Education: BS in mechanical engineering and journalism/mass communication (University of Colorado), master’s in entrepreneurship (Babson F.W. Olin), and a post‑graduate certificate in entrepreneurship studies (Harvard Business School) .
Company pay-versus-performance disclosures report total shareholder return (TSR) values of a $100 initial investment at 61.14 (2022), 30.22 (2023), and 56.81 (2024), alongside net losses of $43.8M (2022), $12.7M (2023), and $8.9M (2024), contextualizing the pay framework during his early tenure .
Past Roles
| Organization | Role | Start | End | Strategic Impact |
|---|---|---|---|---|
| Envirotech Vehicles (EVTV) | President | Oct 16, 2024 | Present | Senior operating leadership; compensation to be determined by Compensation Committee at later date . |
| Envirotech Vehicles (EVTV) | Interim CFO | Jan 21, 2025 | Present | Finance leadership; no additional compensation for Interim CFO role . |
| Envirotech Vehicles (EVTV) | Director (Class II) | Aug 6, 2025 | Present | Board service; initially not appointed to any committees . |
| Maddox Defense, Inc. | Chief Executive Officer | Jun 2008 | Present | Built government contracting leader; external manufacturing/customer relationships . |
| Maddox Industries LLC | Chief Executive Officer | Jan 2021 | Dec 18, 2024 | Led entity acquired by EVTV; drove contract manufacturing integration . |
External Roles
| Organization | Role | Years | Notable |
|---|---|---|---|
| Maddox Defense, Inc. | CEO | 2008–Present | EVTV subcontract manufacturing arrangement generated $3,102K revenue for 9M’25; related-party oversight required . |
Fixed Compensation
| Component | 2023 | 2024 | 2025 YTD | Notes |
|---|---|---|---|---|
| Base Salary | — | — | — | For President role, compensation to be set later by Compensation Committee . |
| Additional CFO Compensation | — | — | $0 | No additional compensation for Interim CFO role . |
| Fees/Comp in Lieu of Wages | — | — | $221,000 | Expensed to Shell Castle LLC (entity owned by Maddox) for services as President/Interim CFO for 9M’25 . |
| Director Compensation | — | — | — | Employee-directors receive no additional pay for board service; Maddox is an employee-director . |
No disclosure of base salary, target bonus %, or actual bonus paid for Maddox as of the latest proxy; compensation was being determined by the Compensation Committee post-appointment .
Performance Compensation
| Incentive | Metric | Target | Actual (to date) | Vesting/Timing | Notes |
|---|---|---|---|---|---|
| Maddox Industries Earnout (post-acquisition consideration) | Monthly cash equal to gross revenue collected on specified A/R of existing customers | Up to $1,000,000 aggregate | $0 earned through Sep 30, 2025 | Initially 6 months post-closing; amended Oct 20, 2025 to extend to Jun 17, 2026 | Earnout linked to collections; amended to extend earnout period; no payments made through Sep 30, 2025 . |
EVTV’s 2017 Equity Incentive Plan allows for performance awards and vesting/acceleration at Committee discretion, but the proxy does not disclose specific performance metrics, weightings, targets, or payouts for Maddox’s executive equity awards .
Equity Ownership & Alignment
| Ownership Detail | Amount | As of | Notes |
|---|---|---|---|
| Beneficial Ownership (Total) | 410,000 shares | Nov 13, 2025 | 8.3% of outstanding shares . |
| Shares Held of Record | 310,000 | Nov 13, 2025 | Directly owned by Jason Maddox . |
| Options (exercisable within 60 days) | 100,000 | Nov 13, 2025 | Counted in beneficial ownership; exercisable/currently exercisable within 60 days . |
| Shares Outstanding (reference for % ownership) | 4,829,515 | Nov 13, 2025 | Denominator used for % calc . |
| Historical Plan Awards to Maddox | 100,000 | Since 2017 Plan inception | Listed among historical awards under the 2017 Plan . |
| Pledging/Hedging | No specific hedging policy adopted; no hedging transactions in 2024. Awards under plan generally non-transferable/non-pledge prior to settlement | — | Hedging policy disclosure and plan transfer restrictions . |
| Ownership Guidelines | Not disclosed | — | No stock ownership multiple guidelines disclosed in proxy . |
Employment Terms
| Term | Detail | Citation |
|---|---|---|
| Appointment Dates | President effective Oct 16, 2024; Interim CFO effective Jan 21, 2025 | |
| Director Service | Appointed Class II director Aug 6, 2025; nominated for re-election; term to expire 2028 if elected | |
| Compensation Determination | President compensation to be set later by Compensation Committee; no additional pay for Interim CFO | |
| Severance | NEOs not entitled to severance/change-in-control benefits other than equity award terms | |
| Change-of-Control | Committee may accelerate vesting/settlement of awards upon change in control (discretion); 2017 Plan permits various actions | |
| Clawback/Recoupment | Plan includes forfeiture/recoupment for misconduct and SOX 304 reimbursement provisions | |
| Non-Compete/Non-Solicit | Not disclosed | |
| Insider Trading Policy | Adopted; details in 2024 Annual Report exhibit; Board has not adopted specific hedging practices; no hedging in 2024 | |
| Director Compensation | Employee-directors receive no additional compensation |
Board Governance
- Board met five times in FY2024; all incumbent directors attended at least 75% of Board and applicable committee meetings; all directors attended the 2025 Annual Meeting .
- Current standing committees: Audit (Di Pietro chair; Barcellos; White Elk), Compensation (White Elk chair; Di Pietro; Barcellos), Nominating & Corporate Governance (Barcellos chair; Di Pietro; White Elk); committee members are independent under Nasdaq standards .
- Maddox was initially appointed as a Class II director without committee appointments; as an executive officer, he is a management director rather than an independent director .
- Board leadership: Chairman and CEO roles combined under Phillip W. Oldridge; Board may appoint a Lead Independent Director and holds independent director executive sessions .
Director Compensation
- Employee-directors (Oldridge and Maddox) received no additional compensation for director service in 2024; the proxy does not detail retainers or fees applicable to non-employee directors within the returned excerpts .
Related Party Transactions and Interlocks
- Manufacturing arrangement with Maddox Defense (owned by Maddox): EVTV earned $3,101,993 for 9M’25 and $0 in 2024 under the subcontract; reimbursed expenses noted in related 8-K .
- Acquisition of Maddox Industries from Maddox: 3,100,000 EVTV shares as stock consideration at closing, subject to 19.99% cap; earnout up to $1,000,000 extended to June 17, 2026; no earnout paid through Sep 30, 2025 .
- Compensation processed via Shell Castle LLC (owned by Maddox) in lieu of wages: $221,000 expensed for 9M’25 .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Company TSR (Value of $100 Investment) | 61.14 | 30.22 | 56.81 |
| Net Income (Loss) ($000s) | (43,804) | (12,684) | (8,849) |
Maddox’s executive tenure began in late 2024; the above financials reflect company performance context disclosed in the proxy .
Risk Indicators & Red Flags
- Section 16(a) delinquencies: Maddox filed Form 3 late (Oct 28, 2024) and one Form 4 late (Jan 3, 2025) .
- Related party exposure: Significant manufacturing revenues tied to Maddox Defense; ongoing oversight via Audit Committee required .
- Equity Plan flexibility: Committee-authorized option/SAR repricing of underwater awards without additional shareholder approval (Appendix A) — shareholder-unfriendly feature if used .
- Hedging policy: Board has not adopted specific hedging practices; however, no hedging transactions by officers/directors in 2024 were reported .
Compensation Structure Analysis
- Cash vs equity: 2025 compensation to Maddox largely via payments to Shell Castle LLC in lieu of wages, with no additional CFO pay; indicates low fixed cash and reliance on equity/transaction-related incentives .
- Performance linkage: Earnout structure post-acquisition ties cash to collections on specific receivables — potentially strong near-term incentive alignment on working capital conversion, though limited to acquired receivables scope .
- Governance of equity grants: 2017 Plan permits performance awards and CoC acceleration at Committee discretion; absence of disclosed PSU metrics/weighting for Maddox reduces transparency of pay-for-performance calibration .
Equity Ownership & Alignment Details
- Skin-in-the-game: 8.3% beneficial ownership (410,000 shares) with 310,000 direct shares and 100,000 options (exercisable within 60 days) indicates meaningful alignment .
- Pledging/hedging: No specific anti-hedging policy; plan restricts award transfer/pledging prior to settlement; no hedging transactions reported in 2024 .
- Ownership guidelines: Not disclosed; compliance status cannot be assessed .
Committee & Board Service History
- Director since Aug 2025; Class II nomination for re-election with Board recommendation to vote FOR .
- Not appointed to committees at initial appointment; standing committees comprised of independent directors .
- Combined Chair/CEO structure at EVTV; independent director executive sessions recognized as an oversight mechanism .
Employment & Contract Economics
- No executive employment agreement terms disclosed (non-compete, non-solicit, auto-renewal, garden leave); President compensation to be determined later; interim CFO role unpaid beyond existing compensation .
- Equity award terms under 2017 Plan govern potential severance/change-in-control outcomes (Committee discretion on acceleration) with clawback/recoupment provisions .
Investment Implications
- Alignment: Maddox’s 8.3% beneficial stake plus options suggests high alignment; monitor Form 4s for potential selling pressure as options are exercisable and as earnout timeline progresses through June 2026 .
- Governance risk: Related-party manufacturing with Maddox Defense and compensation routed via Shell Castle LLC heighten conflict-of-interest scrutiny; ensure Audit Committee oversight and transparent disclosures persist .
- Plan features: The ability to reprice underwater options without shareholder approval and broad CoC acceleration discretion are governance red flags if enacted; watch Proposal 4’s share increase and subsequent grant activity for dilution/trading signals .
- Pay-for-performance transparency: Lack of disclosed PSU metrics/targets for Maddox reduces visibility into incentive calibration; near-term cash earnout focuses incentives on receivables collections rather than broader EBITDA/TSR outcomes .
- Performance backdrop: Improving net losses and volatile TSR through 2024 create a mixed context; execution on manufacturing scale-up and government-contract monetization will be the key driver of both compensation realizations and equity value .