Phillip W. Oldridge
About Phillip W. Oldridge
Phillip W. Oldridge (age 63) is Chief Executive Officer (since September 2020) and Chairman of the Board (since March 2021) of Envirotech Vehicles (EVTV). He holds an MBA and BSc from Richmond, The American University in London, and previously founded and led GreenPower Motor Company as CEO and director (2011–2019) . EVTV’s 3-year operating trends under his tenure show declining revenues and persistent negative EBITDA, and total shareholder return over 2021–2023 implied a $100 investment falling to $30.22, underscoring execution and financing risk in a challenged segment .
Company performance (oldest → newest):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $4,504,621 | $2,862,853 | $1,870,060 |
| EBITDA (USD) | -$6,657,133* | -$7,487,074* | -$7,729,808* |
Values retrieved from S&P Global.
Pay-versus-performance TSR (Company disclosure):
| Metric | 2021 | 2021–2022 | 2021–2023 |
|---|---|---|---|
| Value of initial $100 investment (Total Shareholder Return) | $47.33 | $61.14 | $30.22 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| GreenPower Motor Company, Inc. | Founder, CEO; Director | CEO 2011–2019; Director 2012–2019 | Public company leadership in EV buses; scale-up and capital markets experience |
| Bus and Coach International | CEO | 2006–2010 | Bus/coach manufacturing leadership |
| Nevada Charter Inc. | CEO | 1994–2001 | Fleet operations leadership |
External Roles
| Organization | Role | Years | Notes / Potential conflicts |
|---|---|---|---|
| SRI Professional Services, Inc. | Executive officer and director | Ongoing | EVTV leases equipment and office space from SRI; 2023 payments $106,897 |
| Alpha Bravo Charlie, Inc. (ABCI) | Director | Ongoing | EVTV office lease; 2023 payments $68,400 |
Fixed Compensation
Summary Compensation (Oldridge)
| Component (USD) | 2022 | 2023 |
|---|---|---|
| Base Salary | $300,000 | $300,000 |
| Bonus | — | — |
| Option Awards (grant-date fair value) | $947,321 | $322,073 |
| All Other Comp (auto allowance) | $18,000 | $18,000 |
| Total | $1,265,321 | $640,073 |
Compensation structure:
- Employment agreement provides: base salary, 5% of Company net income annually, and discretionary bonus at Board’s discretion .
- Auto allowance $1,500/month ($18,000/year) .
- No additional director fees for employee directors .
Performance Compensation
Equity and performance mechanics (Oldridge)
| Instrument | Grant date | Quantity | Exercise/Strike | Vesting | Expiry |
|---|---|---|---|---|---|
| Stock options | 01/07/2021 | 250,000 | $9.00 | Vested | 01/07/2031 |
| Stock options | 01/07/2022 | 150,000 | $2.00 | Vested | 01/07/2032 |
| Stock options | 01/07/2022 | 50,000 | $2.40 | Vested | 01/07/2032 |
| Stock options | 07/11/2023 | 174,257 | $2.10 | Vested immediately | 07/11/2033 |
Performance metrics and payout linkage:
- Cash variable pay: 5% of Company net income annually; Company reported net losses in 2023 and 2024, implying no payout under this metric .
- No specific revenue/EBITDA/TSR targets disclosed for 2022–2023 cash/PSU awards; 2023 equity grant vested immediately (reduced performance conditioning) .
Committee and governance of pay:
- Compensation Committee: three independent directors (Chair: Terri White Elk; members: Di Pietro, Barcellos) .
- Committee administers equity plans and executive pay .
Equity Ownership & Alignment
As of March 14, 2025 (beneficial ownership):
| Holder | Shares owned (direct/indirect) | Options exercisable ≤60 days | Total beneficial | % Outstanding |
|---|---|---|---|---|
| Phillip W. Oldridge | 22,000 (direct) + 486,609 (indirect) | 2,537,578 | 3,046,187 | 11.9% |
Context and trends:
- 2024 snapshot showed 1,537,578 options exercisable within 60 days and 11.3% beneficial stake; by March 2025, exercisable options increased to 2,537,578 with 11.9% beneficial stake, as outstanding shares rose to 23,106,392 .
- Hedging/pledging: The Board has not adopted specific hedging policies; the company disclosed no officer/director hedging transactions in 2023; no pledging disclosure provided .
Vested vs. unvested:
- As of year-end 2023, all listed Oldridge options in table above were vested .
Ownership guidelines:
- No executive stock ownership guidelines disclosed (not addressed in filing).
Employment Terms
- Role and term: CEO; employment continues until terminated per agreement .
- Variable cash: 5% of Company net income annually; discretionary bonus eligibility .
- Severance (without cause or for good reason): 1x base salary; any bonus payable in the ensuing 12 months; reimbursement of expenses; accrued PTO value .
- Change-in-control (equity): unvested options may vest immediately at Compensation Committee’s discretion upon a “transfer of control” (various sale/merger/asset sale scenarios) .
- Clawbacks/tax gross-ups: Not disclosed in proxy .
- Non-compete/non-solicit/garden leave: Not disclosed in proxy .
Board Governance
- Board structure: Classified board; Oldridge is Chairman and CEO (dual role). Board states separation is not currently necessary; independent directors hold executive sessions; no Lead Independent Director disclosed .
- Independence: Independent directors—Di Pietro, Barcellos, White Elk, and Pierce—per Nasdaq Rule 5605(a)(2) .
- Committees (independent members only):
- Audit (Chair: Di Pietro; members: Barcellos, White Elk). Di Pietro deemed “audit committee financial expert” .
- Compensation (Chair: White Elk; members: Di Pietro, Barcellos) .
- Nominating & Governance (Chair: Barcellos; members: White Elk, Di Pietro) .
- Board activity: In 2023 the Board met 4 times; each incumbent director attended ≥75% of board/committee meetings .
Board service history (Oldridge)
- Director since March 2021; Chairman since March 2021 .
- Committee roles: None (committees composed of independents) .
Dual-role implications
- Combined CEO/Chair concentration with no lead independent director heightens independence and oversight concerns despite fully independent key committees .
Related Party Transactions (Governance Red Flags)
| Counterparty | Relationship to Oldridge | 2023 Payments | 2022 Payments | Description |
|---|---|---|---|---|
| SRI Professional Services, Inc. | Oldridge executive officer and director | $106,897 | $119,637 | Equipment leases ($7,771/month) and office lease ($2,730/month) |
| Alpha Bravo Charlie, Inc. | Oldridge director | $68,400 | $33,600 | Office lease |
| 42Motorsports LTD | Owned by Oldridge’s sibling | $150,000 | $87,500 | Engineering consulting services |
| Oldridge (personal) | CEO/Chairman | $45,216 unpaid at 12/31/23 | — | Vehicle purchased from Oldridge |
Policies: Related-party transactions to be reviewed/approved by Audit Committee; aim for arm’s-length terms .
Performance & Track Record
Operating and shareholder outcomes (under current tenure):
- Revenues declined from $4.50M (2022) to $1.87M (2024) as the company refocused on fleet sales and navigated incentive program uncertainty .
- EBITDA remained negative across 2022–2024 with deep operating losses (see table above)*.
- TSR: Company-reported value of a $100 investment decreased to $30.22 over 2021–2023 .
- Execution highlights from 10-K: rebuilding sales network, service center expansion (NJ, planned Houston), and Maddox Industries acquisition to broaden capabilities .
Values retrieved from S&P Global.
Director Compensation (for governance context)
- Non-employee director cash retainers increased effective Jan 1, 2024 (base $31,000 annually; committee chair retainers: Audit $12,300; Compensation $9,600; Nominating & Governance $8,000). Employee directors (including Oldridge) receive no director fees .
Capital Structure & Potential Dilution (trading signal context)
- Standby Equity Purchase Agreement (SEPA) and convertible pre-paid advances: As of March 14, 2025, $4.38M principal remained outstanding; conversion price is the lower of $1.00 or 93% of 5-day VWAP (floor $0.0713), creating ongoing dilution risk. Company sought shareholder approval to issue above the 19.99% exchange cap to continue funding (and unlock a final $2M tranche) .
- Reverse stock split authorization (1-for-5 to 1-for-10) approved to regain Nasdaq minimum bid compliance; increased authorized-but-unissued shares also enable further issuance .
Compensation Structure Analysis
- Pay mix and alignment: Base salary flat at $300k; equity grant value declined (2023 vs 2022) and vested immediately, reducing performance conditioning. Cash incentive tied to net income was effectively non-paying amid continued losses—limited direct line-of-sight between pay and operational KPIs like revenue/EBITDA .
- At-risk equity: Large vested option overhang (multiple strikes/expiries) concentrates upside incentives in share price recovery; immediate vesting in 2023 reduces retention utility vs. multi-year PSU/RSU structures .
- Change-in-control: Equity acceleration discretionary (not automatic), modest severance (1x salary + potential bonus), reducing parachute risk vs. high-multiple packages .
- Governance offsets: Compensation Committee fully independent; however, combined CEO/Chair role, related-party transactions, and lack of lead independent director are governance headwinds .
Vesting Schedules and Insider Selling Pressure
- All listed Oldridge options as of YE 2023 were vested; aggregate exercisable options reported in 2025 (2,537,578 within 60 days) suggest potential supply if liquidity windows are open. In parallel, SEPA/convertible structures introduce share issuance overhang for the broader market, independent of insider activity .
Equity Ownership & Alignment Highlights
- High beneficial ownership (11.9%) supports alignment but is heavily option-based; no pledging disclosure; no ownership guidelines disclosed; no hedging in 2023 per company statement .
Employment Terms (Severance/CoC) Summary
| Provision | Terms |
|---|---|
| Base pay | $300,000 (2022–2023) |
| Variable cash | 5% of net income; discretionary bonus |
| Severance (no cause/good reason) | 1x salary; any bonus payable in next 12 months; reimbursables; accrued PTO |
| CoC acceleration | Unvested options may vest at committee discretion upon “transfer of control” |
| Auto allowance | $18,000/year |
Investment Implications
- Incentive alignment: Heavy option exposure and sizable personal stake align upside with shareholders, but immediate-vesting equity (2023) weakens performance/retention linkage; net-income bonus metric has paid zero in loss years, offering little operating performance linkage .
- Governance risk: CEO/Chair dual role without a disclosed lead independent director, plus recurring related-party leases and services, elevate perceived governance risk despite independent committees .
- Dilution and liquidity overhang: SEPA and convertible note conversions (with low floor pricing) plus reverse split authority create ongoing issuance/dilution risk and potential selling pressure windows irrespective of insider actions .
- Execution risk: Revenue contraction and persistent negative EBITDA, alongside uncertain incentive program funding and capital needs, imply elevated execution/financing risk over the near term .
Values retrieved from S&P Global.
Citations:
- Roles/education/age/board:
- Compensation and agreements:
- Ownership:
- Related party transactions:
- Performance (revenues), strategy context:
- Pay vs performance TSR:
- Capital/dilution/reverse split: