Michael Di Pietro
About Michael Di Pietro
Independent director since March 2021; age 69 (2024 proxy). President of Michael DiPietro, CPA, Inc. (founded 1991). Education: BA in Accounting (University of South Florida), MA in Church History (University of Notre Dame), Master of Divinity & Biblical Studies (Fuller Theological Seminary). Designated “Audit Committee Financial Expert” by the Board; serves as Audit Committee Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Michael DiPietro, CPA, Inc. | President | 1991–present | Leads full-service public accounting firm |
| Chino Commercial Bank | Director | Apr 2012–Apr 2019 | Board service at community bank |
| Cathedral High School (Los Angeles) | Director; Chair of Finance Committee | Jul 2018–present | Finance oversight; chair role indicates depth in governance |
| Dan Murphy Foundation | Board of Trustees; Audit Chairman; Investment Committee member | Since Jul 2023 | Audit oversight; investment oversight |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Cathedral High School | Board member; Finance Chair | Education/Non-profit | Governance and financial stewardship |
| Dan Murphy Foundation | Trustee; Audit Chair; Investment Committee | Philanthropy | Audit oversight; investment oversight |
Board Governance
- Independence: Board determined Di Pietro is independent under Nasdaq Rule 5605(a)(2); also independent for Audit Committee under Nasdaq Rule 5605(c)(2) and SEC Rule 10A-3 .
- Committee assignments: Audit (Chair), Compensation (member), Nominating & Corporate Governance (member) .
- Attendance and engagement:
- Board met 5 times in FY2024; every incumbent director attended ≥75% of aggregate Board/committee meetings; all directors attended the 2025 Annual Meeting .
- Audit Committee met 7 times in FY2024 .
- Compensation Committee met 2 times in FY2024 .
- For context, FY2023: Board met 4 times (≥75% attendance); Audit met 7 times; Compensation met 8 times .
Fixed Compensation
- Director compensation policy (effective Jan 1, 2024):
- Board Retainer: $31,000
- Audit Committee Chair: $12,300
- Compensation Committee Chair: $9,600
- Nominating & Governance Committee Chair: $8,000
- Reimbursement of reasonable expenses .
| Year | Cash Fees (Di Pietro) | Components/Notes |
|---|---|---|
| 2023 | $12,000 | Pre-2024 policy; flat annual retainer |
| 2024 | $43,300 | Effectively $31,000 Board + $12,300 Audit Chair |
Performance Compensation
- Equity awards (directors, FY2024):
- Grant: 26,302 stock options on March 19, 2024
- Grant-date fair value: $30,839 (per director)
- Vesting: Immediate
- Options held at Dec 31, 2024: 33,380 (per director) .
| Metric | FY2024 |
|---|---|
| Option grant date | Mar 19, 2024 |
| Options granted | 26,302 |
| Grant-date fair value | $30,839 |
| Vesting schedule | Immediate |
| Options outstanding at 12/31/2024 | 33,380 |
No performance metrics (e.g., TSR, revenue, EBITDA) tied to director compensation were disclosed; director equity comprised options with immediate vesting .
Other Directorships & Interlocks
| Company/Org | Public/Private | Role | Overlap with EVTV stakeholders |
|---|---|---|---|
| Chino Commercial Bank | Private/community bank | Former Director | None disclosed |
| Cathedral High School | Private/non-profit | Director; Finance Chair | None disclosed |
| Dan Murphy Foundation | Private foundation | Trustee; Audit Chair; Investment Committee | None disclosed |
No current public company directorships disclosed in past five years; no interlocks with EVTV competitors/suppliers/customers disclosed .
Expertise & Qualifications
- CPA firm leader since 1991; extensive accounting and audit oversight expertise .
- Board-designated “Audit Committee Financial Expert” .
- Prior bank board experience; multiple audit/finance chair roles indicating strong governance orientation .
Equity Ownership
| As-of Date | Shares Held Directly | Options Exercisable (≤60 days) | Total Beneficial Ownership | % of Shares Outstanding | Shares Outstanding Reference |
|---|---|---|---|---|---|
| Dec 31, 2024 | — | 33,380 | — | — | — |
| Nov 13, 2025 | 883 | 33,830 | 34,713 | <1% | 4,829,515 |
- No pledging or hedging disclosed; no related-party stock loans; “Legal Proceedings” section states none of directors/officers are adverse parties in material legal proceedings .
Governance Assessment
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Strengths:
- Independence affirmed; audit committee financial expert; chairs a highly active Audit Committee (7 meetings in FY2024), signaling robust oversight .
- Consistent attendance and engagement (≥75% for FY2024; present at 2025 Annual Meeting) .
- Clear committee responsibilities, including oversight of related-party transactions within Audit Committee mandate .
- Use of third-party consultant to benchmark director compensation in 2023 indicates attention to market practices .
-
Alignment and incentives:
- Beneficial ownership is modest (<1%); alignment relies on options rather than meaningful share ownership .
- 2024 options vested immediately, reducing long-term performance linkage; no disclosed performance metrics for director equity (non-performance-based) .
-
Potential conflicts and risk indicators:
- Operates a CPA firm; while independence is affirmed, potential perceived conflict exists if his firm were to provide services to EVTV—no such related-party transactions disclosed; Audit Committee explicitly reviews related-party transactions .
- No legal proceedings, change-of-control arrangements, or Section 16 issues disclosed in cited sections; no pledging disclosed .
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Compensation structure observations:
- Shift from $12,000 flat cash retainer in 2023 to a structured 2024 package with higher cash retainer ($31,000) plus chair fees and immediate-vesting options suggests increased guaranteed pay and reduced at-risk performance linkage for directors; typical for small-cap boards but warrants monitoring for pay-for-performance alignment .
Overall investor confidence signals: Strong audit governance and independence support confidence; modest ownership and immediate-vesting options are neutral-to-weak alignment signals. No disclosed conflicts or legal risks; continued vigilance on related-party oversight and evolving director equity design is recommended .