Terri White Elk
About Terri White Elk
Independent Class I director at Envirotech Vehicles, Inc. since March 2021; age 56. Background in real estate operations and sales, including Keller Williams Realty SW (Real Estate Investment Sales team) and prior roles at Innovative Real Estate Strategies (Operations Manager) and Legacy Partners Inc. (Sales Executive). BA in Political Science from Arizona State University. Board determined she is independent under Nasdaq Rule 5605(a)(2) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Innovative Real Estate Strategies (Las Vegas) | Operations Manager | Jul 2009 – May 2018 | Operational oversight in real estate investments |
| Legacy Partners Inc. | Sales Executive | Mar 2005 – Sep 2008 | Real estate development sales |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Keller Williams Realty SW (Las Vegas) | Real Estate Investment Sales team member | Jul 2003 – present | Real estate investment sales; industry experience |
Board Governance
- Independence: Board determined White Elk is an independent director under Nasdaq rules; also meets committee independence requirements .
- Committee assignments:
- Compensation Committee Chair .
- Audit Committee member .
- Nominating & Corporate Governance Committee member (Chair is Barcellos) .
- Attendance: Board met 5 times in FY2024; each incumbent director attended at least 75% of Board and applicable committee meetings; all directors attended the 2025 Annual Meeting .
- Committee activity: Audit Committee met 7 times in FY2024; Compensation Committee met 2 times in FY2024 .
- Executive sessions: Board holds executive sessions with only independent directors as needed .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Retainer | $31,000 | Standard non-employee director cash retainer |
| Compensation Committee Chair Fee | $9,600 | As Chair of Compensation Committee |
| Audit Committee Chair Fee | $0 | Chair is Di Pietro (not White Elk) |
| Nominating & Governance Committee Chair Fee | $0 | Chair is Barcellos (not White Elk) |
| Fees Earned in Cash (FY2024) | $40,600 | Reported in 2024 Director Compensation Table |
Performance Compensation
| Grant Type | Grant Date | Quantity | Grant-Date Fair Value (USD) | Vesting | Status at 12/31/2024 |
|---|---|---|---|---|---|
| Stock Options | Mar 19, 2024 | 26,302 | $30,839 | Vested immediately | Options held: 33,380 |
- Equity award policy: Non-employee directors are eligible for equity awards under a formal policy; Board-level compensation reviewed with a third-party consultant in 2023 to align with peers .
- Performance metrics tied to director compensation: None disclosed (director compensation comprised of retainers and non-performance-based option grants) .
Other Directorships & Interlocks
| Company | Role | Timeframe | Overlap/Interlock |
|---|---|---|---|
| None disclosed | — | — | No other public company boards disclosed in the past five years . |
Expertise & Qualifications
- Domain experience: Real estate operations and investment sales .
- Education: BA, Political Science, Arizona State University .
- Board skills: Compensation oversight (current Chair); participation in audit and governance processes; not designated an “audit committee financial expert” (Di Pietro holds that designation) .
Equity Ownership
| Holder | Beneficial Ownership | Percent of Outstanding | Breakdown |
|---|---|---|---|
| Terri White Elk | 33,830 shares (options exercisable within 60 days) | <1% | Options currently exercisable or within 60 days; no direct common shares disclosed |
- Reverse split note: Company effected a 1-for-10 reverse split on Aug 6, 2025; all share figures in proxy retroactively adjusted .
- Hedging/Pledging: No specific hedging policy adopted; no officer/director hedging transactions occurred in 2024 .
- Section 16 compliance: No late filings reported for White Elk in 2024; other individuals had late filings as noted .
Governance Assessment
-
Strengths:
- Independent director with service across the three standing committees; currently chairs Compensation Committee, supporting board effectiveness in pay governance .
- Solid attendance: met at least the 75% threshold; presence at 2025 Annual Meeting .
- Transparent director pay structure with modest cash retainer and equity options; committee chair fee aligns with responsibilities .
-
Watch items / RED FLAGS:
- Immediate vesting of director option grants reduces long-term alignment; no disclosed holding or ownership guidelines for directors (alignment policy not specified) .
- Company-level related-party transactions with CEO and President’s affiliates are material; while the Audit Committee reviews related-party transactions, their prevalence raises conflict risk (not tied to White Elk personally) .
RED FLAG: Material related-party activity with management’s affiliates persists; ongoing Audit Committee scrutiny is critical .
- No specific hedging policy adopted for officers/directors, which can be a governance gap despite no hedging transactions reported in 2024 .
RED FLAG: Absence of anti-hedging policy for insiders .
-
Overall implication for investor confidence: White Elk’s independence, committee leadership, and attendance support board effectiveness; however, lack of ownership guidelines and immediate vesting for director options modestly weaken alignment optics, and the company’s related-party exposure elevates governance risk that requires robust Audit and Compensation Committee oversight .
Insider Trades
| Year | Late Section 16 Filings (White Elk) | Notes |
|---|---|---|
| 2024 | None reported for White Elk | Others had late filings; company disclosed exceptions |
Board Governance Details
| Committee | Members | Chair | FY2024 Meetings |
|---|---|---|---|
| Audit | Di Pietro, Barcellos, White Elk | Di Pietro | 7 |
| Compensation | Di Pietro, Barcellos, White Elk | White Elk | 2 |
| Nominating & Corporate Governance | Barcellos, White Elk, Di Pietro | Barcellos | Not disclosed |
Director Compensation Summary (FY2024)
| Name | Cash Fees (USD) | Option Awards (USD) | Total (USD) |
|---|---|---|---|
| Terri White Elk | $40,600 | $30,839 | $71,439 |
Related-Party Transactions Context
- Company engaged in transactions with entities affiliated with CEO Oldridge (SRI equipment leases; ABCI office lease; payments to 42Motorsports, owned by Oldridge’s sibling) and revenue via subcontracting with Maddox Defense (owned by President/Interim CFO Jason Maddox). Audit Committee (which includes White Elk) is responsible for reviewing and approving related-party transactions .
RED FLAG: Aggregate related-party transaction expenses of $612,248 in 2024 and $440,936 in the nine months ended Sep 30, 2025 indicate elevated conflict exposure requiring strong oversight .
Say-on-Pay & Shareholder Items
- 2025 Agenda includes advisory say-on-pay and plan amendment adding 890,000 shares to the 2017 Plan; results pending until post-meeting 8-K .
Compensation Structure Notes
- Director pay reviewed with third-party consultant in 2023; annual cash and chair fees defined; equity options granted in 2024 vested immediately; no performance metrics specified for director pay .