Melissa Barcellos
About Melissa Barcellos
Independent non-employee director at Envirotech Vehicles (EVTV) since March 2021, with ESG-focused experience in the mining sector, international government relations, and 14+ years in economic development roles . Education: Bachelor of Commerce (Marketing & General Business), University of Northern British Columbia; Post-Graduate Certificate in Economic Development, University of Waterloo . EVTV’s Board determined she is independent under Nasdaq Rule 5605(a)(2) . On November 12, 2025, she notified EVTV she will not stand for re-election at the 2025 Annual Meeting; the decision was not based on any disagreement, and she will serve through the end of her term .
Past Roles
| Organization/Domain | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mining industry (ESG initiatives) | ESG/community & indigenous business development; supply chain & construction involvement | Not disclosed | Governance experience across finance, audit, HR committees |
| Economic development (various positions) | Economic development roles | 14+ years | International government relations exposure |
| Multiple non-profit organizations | Chairman/Director | Not disclosed | Member of governance, finance, audit, and HR executive committees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Prince George Airport Authority | Director | Current | Not a public company; governance board role |
Board Governance
- Current EVTV committee assignments: Audit Committee member; Compensation Committee member; Chair, Nominating & Corporate Governance Committee .
- Independence: Board determined Ms. Barcellos is independent under Nasdaq Rule 5605(a)(2) .
- Attendance: Board met 5 times in FY2024; each incumbent director attended at least 75% of Board/committee meetings; all directors attended the 2025 Annual Meeting .
- Committee activity:
- Audit Committee (Di Pietro, Chair; Barcellos; White Elk): 7 meetings in FY2024; responsibilities include auditor oversight, internal controls, and reviewing/approving related party transactions .
- Compensation Committee (White Elk, Chair; Di Pietro; Barcellos): 2 meetings in FY2024; responsibilities include executive and director compensation programs and equity awards .
- Nominating & Corporate Governance Committee (Barcellos, Chair; White Elk; Di Pietro): oversees director selection criteria, governance principles, and committee composition .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Retainer | $31,000 | Approved by Compensation Committee after 2023 peer review |
| Nominating & Governance Committee Chair Fee | $8,000 | Applies to committee chair |
| Audit Committee Chair Fee | $12,300 | Not applicable to Barcellos (Di Pietro is chair) |
| Compensation Committee Chair Fee | $9,600 | Not applicable to Barcellos (White Elk is chair) |
2024 Director Compensation (Melissa Barcellos)
| Year | Fees Earned/Paid in Cash | Option Awards (Grant-date FV) | Total |
|---|---|---|---|
| 2024 | $39,000 | $30,839 | $69,839 |
Performance Compensation
| Grant Type | Grant Date | Quantity | Vesting | Grant-Date Fair Value | Options Held at 12/31/2024 |
|---|---|---|---|---|---|
| Stock options | March 19, 2024 | 26,302 | Vested immediately | $30,839 | 33,380 |
- Equity program: Non-employee directors eligible for equity awards alongside cash retainers; 2023 peer review informed program design .
- Option valuation under ASC 718 (note references to 10-K Item 8, Note 9) .
- Strike price/expiration: Not disclosed in proxy excerpts.
Other Directorships & Interlocks
| Company/Organization | Type | Role | Interlocks/Conflicts Disclosed |
|---|---|---|---|
| Prince George Airport Authority | Airport authority (non-public) | Director | None disclosed involving EVTV |
Expertise & Qualifications
- ESG and community/indigenous business development in mining; supply chain and construction experience .
- 14+ years in economic development; international government relations .
- Governance roles across non-profit boards, including finance, audit, HR committees; chair experience .
- EVTV Board affirmed independence under Nasdaq rules .
Equity Ownership
| Holder | Direct/Indirect Shares | Options (exercisable ≤60 days) | Total Beneficial Ownership | % of Outstanding Shares |
|---|---|---|---|---|
| Melissa Barcellos | 9,429 (held of record by Provident Trust Group FBO Cornelia P. Doherty ROTH IRA under a Voting Trust Agreement; Barcellos has voting/investment control) | 33,830 | 43,259 | <1% (outstanding shares: 4,829,515 as of Nov 13, 2025) |
- Pledging/hedging: Not disclosed.
- Vested vs unvested: Options noted as currently exercisable within 60 days, implying vested status .
Insider Trades & Section 16(a) Compliance
| Date | Filing Type | Note |
|---|---|---|
| Jan 2, 2024 | Form 5 (late) | One transaction reported late by Melissa Barcellos |
Governance Assessment
-
Strengths:
- Independent director with chair role on Nominating & Corporate Governance, providing oversight of board composition and governance standards .
- Active committee participation (Audit and Compensation) with documented meeting cadence in FY2024; board/committee attendance ≥75% and full annual meeting attendance .
- Transparent beneficial ownership with modest holdings; options are vested; no pledging disclosed .
-
Watch items / RED FLAGS:
- Not standing for re-election at the 2025 Annual Meeting; while explicitly not due to a disagreement, director turnover can affect continuity on key committees (she is chair of N&G and member of Audit/Comp) .
- Immediate vesting of director option grants may reduce long-term retention/alignment versus multi-year RSU structures; equity is part of director pay but with instant vesting .
- One late Section 16(a) Form 5 in 2024 – minor compliance lapse to monitor for patterns .
-
Related party oversight context:
- Audit Committee (where Barcellos serves) approves related party transactions; EVTV disclosed several related party arrangements principally involving CEO Phillip Oldridge and President/Interim CFO Jason Maddox (leases, loan repayment, earnout terms, affiliate payments). No related party transactions involving Barcellos were disclosed .
-
Shareholder oversight signals:
- Board and committee structure conforms to Nasdaq independence requirements; audit oversight and auditor ratification process documented in proxy .
- 2025 Special Meeting vote results (reverse split approval and equity issuance) reflect governance activity but are not specific to director pay or Barcellos’ role .