Kevin Royal
About Kevin Royal
Kevin S. Royal is Chief Financial Officer and Corporate Secretary of Flux Power Holdings, Inc., appointed effective March 4, 2024 . He is age 60 as of March 20, 2025 and has over 20 years’ public-company leadership across Finance, Accounting, IT, HR, Legal, Investor Relations, and M&A, with prior CFO roles at Zovio Inc. (2015–2022) and Maxwell Technologies, Inc. (2009–2015), and 10 years as an auditor with Ernst & Young LLP; he holds a BBA in Accounting from Harding University and is a Certified Public Accountant in California (inactive) . Flux’s pay-versus-performance disclosure indicates executive compensation design is correlated with company performance, referencing cumulative TSR and net income as the required performance measures for disclosure, and notes annual cash bonuses are intended to incentivize defined corporate goals, with stock options aligning executives to long-term shareholder value .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Zovio Inc. (f/k/a Bridgepoint Education) | Executive Vice President & Chief Financial Officer | Oct 2015 – Sep 2022 | Led Finance, Accounting, IT, HR, Legal, IR, and M&A for a public education technology company . |
| Maxwell Technologies, Inc. | SVP, CFO, Treasurer & Secretary | Apr 2009 – May 2015 | Senior finance leadership at an energy storage and power delivery solutions developer . |
| Ernst & Young LLP | Auditor | ~10 years | Audit experience; became a Certified Public Accountant . |
| Semiconductor industry employers (not individually named) | SVP/CFO roles | Not specified | Series of senior finance positions including SVP/CFO appointments . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MCA Financial Group | Consultant | Since 2023 | Provided consulting services prior to joining Flux Power . |
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base Salary | $330,000 |
| Target Bonus % (of base) | 60% |
| Actual Cash Bonus Paid | $0 |
Notes:
- Royal’s employment agreement (effective March 4, 2024) sets base salary at $330,000 and target cash bonus eligibility at 60% of base . Compensation table shows no cash bonus paid for FY2024 .
Performance Compensation
Option Awards
| Grant Date | Number of Options | Grant-Date Fair Value ($) | Exercise Price | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Mar 4, 2024 | 55,000 | $200,970 | $5.00 | Mar 4, 2034 | Annual installments commencing one year after grant; Employment Agreement states four equal annual installments; proxy’s Fiscal 2024 grants table lists “annually over 3 years” for Royal . |
Notes:
- Options were granted under the 2021 Plan with exercise price based on 10-day VWAP; standard 10-year term .
- Vesting language differs: Employment Agreement specifies four equal annual installments; a proxy table states “annually over 3 years”; beneficial ownership by April 8, 2025 includes 18,331 options exercisable within 60 days, consistent with approximately one-third vesting in year one .
Bonus Design and Performance Linkage
- The company’s pay-versus-performance section states that cash bonuses are designed to incentivize achievement of defined annual corporate goals and that stock options align executives with long-term shareholder value; required disclosure uses cumulative TSR and net income as performance measures .
Equity Ownership & Alignment
| Metric | Apr 8, 2025 | Jul 14, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 18,331 | 18,331 |
| Ownership % of Outstanding | * <1% | * <1% |
| Components/Footnotes | Includes 18,331 shares issuable upon exercise of stock options within 60 days . | Includes 18,331 shares issuable upon exercise of stock options within 60 days . |
Additional detail (as of FY2024 year-end):
- Unexercisable options outstanding: 55,000 from the Mar 4, 2024 grant; no RSUs reported for Royal as of June 30, 2024 .
Governance policies impacting alignment:
- Insider Trading Policy in place with blackout windows, preclearance for officers/directors, and allowance for Rule 10b5-1 plans administered by independent brokers; executive indemnification agreements are in place .
- Clawback Policy adopted compliant with Exchange Act Section 10D-1 and Nasdaq Rule 5608, enabling recovery of erroneously awarded compensation upon Big R or little r restatements .
Employment Terms
- Employment Agreement effective March 4, 2024: includes terms for change in control, termination, severance, benefits, and acceleration of vesting of options/RSUs upon certain events; employment is at-will .
- Non-compete and confidentiality: Royal agreed to observe a standard confidentiality and non-compete agreement for two years .
- Specific severance multiples or change-in-control payout formulas are not detailed in the disclosed excerpts for Royal; the agreement provides for severance and benefit continuation contingent on a release of claims .
Risk Indicators & Track Record
- Legal proceedings: The company discloses that, to the best of its knowledge, during the past ten years, none of its directors or executive officers (including Royal) were involved in specified legal or regulatory proceedings (bankruptcy, criminal convictions/proceedings, injunctions limiting securities/banking activities, or civil/SEC/CFTC violations with non-reversed judgments) .
Investment Implications
- Compensation alignment: Royal’s package skews toward equity via options with multi-year vesting starting in March 2025, creating retention incentives and linking realized value to stock performance; FY2024 bonus was not paid, reinforcing at-risk pay emphasis .
- Vesting and potential selling pressure: The first vesting tranche occurred beginning March 2025, with 18,331 options reported as exercisable within 60 days by April 8, 2025; this introduces potential incremental liquidity events aligned to vesting anniversaries, likely in annual intervals through 2027–2028 depending on the vesting schedule interpretation .
- Skin-in-the-game: Beneficial ownership is less than 1% of shares outstanding and primarily consists of options, which suggests limited immediate downside alignment but strong upside incentives tied to stock appreciation .
- Governance controls: Preclearance, blackout periods, and 10b5-1 plan accommodation, plus an adopted Clawback Policy, reduce trading risk asymmetries and support shareholder-friendly safeguards .
- Retention risk: Two-year non-compete and multi-year vesting mitigate near-term departure risk; at-will status and unspecified severance multiples leave some uncertainty on change-in-control economics .