Lon Bell
About Lon Bell
Lon Edward Bell, PhD (age 84) joined EXOZ’s Board on April 1, 2024 as an independent director and currently chairs the Audit Committee; he is designated the Board’s “financial expert.” Bell holds BS, MS, and PhD degrees from Caltech and has over five decades of operating and board experience in thermal management and materials companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amerigon (now Gentherm, NASDAQ: THRM) | Founder; built solid-state thermal management supplier to auto industry | 1991 onward (company evolution); prior ventures led to founding Amerigon | Commercialized thermoelectric systems; multiple patents brought to mass production |
| Technar, Incorporated | Founder; led crash sensor supplier; sold to TRW | 1968–1991 (sale to TRW in 1991) | Pioneered automotive crash sensors; exit to TRW |
| Caltech Dept. of Mechanical & Civil Engineering | Advisory Board member; Chair | 2008–present; Chair 2015–2022 | Academic governance and industry linkage |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DTP Thermoelectrics LLC | Founder & CEO | 2021–present | Commercializing next-gen solid-state heating/cooling systems |
| CDTi Advanced Materials, Inc. (CDTI: Pink Sheet) | Chairman of the Board | 2017–present; prior Board member 2013–2016 | Pivot to catalytic coating systems for hydrogen economy and sequestration industries |
Board Governance
- Independence: Board determined Lon Bell is independent under Nasdaq and SEC rules .
- Committee assignments: Chair, Audit Committee; member, Compensation Committee; member, Nominating Committee. Audit Committee members are all independent (Bell, Bowie, Lalonde), with Bell designated “financial expert” .
- Attendance: In FY2024, the Board met four times; each incumbent director attended at least 75% of Board and applicable committee meetings .
- Audit Committee report: Confirmed oversight of audited FY2024 financials, PCAOB-required communications, and auditor independence; recommended inclusion of audited statements in 2024 Form 10-K .
- Board leadership: Chairman is Christopher Marlett; CEO and Chair roles are separated .
Fixed Compensation
Director compensation disclosed for 2024 (partial-year onboarding for Bell):
| Metric | 2023 | 2024 |
|---|---|---|
| Annual retainer/fees ($) | — | 8,333 |
Notes:
- Company states it has no defined director compensation plan; independent director compensation determined at appointment and thereafter; reasonable expenses reimbursed .
Performance Compensation
Director equity awarded (fair value):
| Metric | 2023 | 2024 |
|---|---|---|
| Option Awards ($ fair value) | — | 51,939 |
Performance metrics tied to director compensation: Not disclosed. The 2025 Equity Plan permits performance-based awards using objective measures (e.g., EPS, revenues/margins, cash flow, operating margin, ROIC/ROE, EBITDA, TSR, market share, debt reduction), but no performance conditions are specified for director grants .
Other Directorships & Interlocks
| Company | Exchange | Role | Potential Interlock/Conflict |
|---|---|---|---|
| CDTi Advanced Materials, Inc. | Pink Sheet (CDTI) | Chairman | Different industry (catalytic coatings vs. EXOZ enzymes); no disclosed related-party link to EXOZ |
MDB Capital Holdings, LLC is EXOZ’s former parent and controlling shareholder (48.25%); two MDB principals (Marlett, DiGiandomenico) and an MDB affiliate employee (Rayo) sit on EXOZ’s Board—Audit Committee reviews related-party transactions .
Expertise & Qualifications
- Financial expertise designated by the Board; chairs Audit Committee .
- Deep technical/operational background in thermoelectrics and automotive systems; >100 patents, with multiple clusters in mass production .
- Governance experience across public, private, and academic boards .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Lon Edward Bell | 12,119 | 0.14% | No option holdings disclosed for Bell in ownership table; no pledging disclosures |
Company-level ownership and related-party context:
- MDB Capital Holdings, LLC beneficially owns 4,136,426 shares (48.14%); Marlett and DiGiandomenico have voting/dispositive control .
- Related-party loan from MDB settled post-IPO; remaining payable expected to be paid in 2025 (no interest) .
Insider Trades
| Date | Filing | Transaction | Shares | Price | Notes |
|---|---|---|---|---|---|
| — | — | — | — | — | Proxy reports Section 16 compliance and no adoption/termination of Rule 10b5-1 plans in last fiscal quarter; specific Form 4 transactions for Bell not disclosed in proxy . |
Insider trading policy: Pre-clearance required; blackout periods around SEC filings; prohibited use of MNPI .
Governance Assessment
-
Strengths:
- Audit Committee chaired by an independent “financial expert” (Bell), with clear oversight of financial reporting, auditor independence, and related-party transaction review .
- Separation of CEO and Chair roles; documented clawback policy compliant with SEC rules .
- Director attendance at least 75% across Board/committees .
-
Concerns/RED FLAGS:
- Concentrated control by former parent MDB (48%+), with multiple MDB-affiliated directors (Marlett, DiGiandomenico, Rayo) on EXOZ’s Board—heightened risk of influence over compensation, capital allocation, and related-party dealings despite Audit Committee oversight .
- Director compensation for independents appears modest and equity-heavy; absence of disclosed performance conditions may reduce pay-for-performance linkage for directors (though performance awards are enabled under the 2025 Plan) .
- Independence disclosure states a “majority” of directors are independent while identifying three of six as non-independent; ongoing monitoring advisable given control dynamics .
-
Net view:
- Bell’s audit leadership and financial expertise are positives for board effectiveness and investor confidence. Oversight of related-party transactions is critical given MDB’s control; continued transparency on director equity grant terms, any performance conditions, and insider trading activity will be important to mitigate perceived conflicts .