Robert Gillen
About Robert D. Gillen
Independent director of IVDA since November 2011; age 70 per latest proxy. Gillen founded and served as President of the Law Offices of Robert D. Gillen, Ltd. (Scottsdale, AZ and Naperville, IL), specializing in domestic and international tax planning; he retired in October 2014. He holds a BS in Business Administration (University of Illinois) and a JD (Illinois Institute of Technology – Chicago-Kent College of Law); expertise includes asset protection, tax planning, international business, and cellular-site leasing/sales. The board has determined Gillen is independent under Nasdaq Rule 5605 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Law Offices of Robert D. Gillen, Ltd. | Founder & President | 1979–2014 (retired Oct 2014) | Advised small/medium businesses on U.S./international tax planning; educator of CPAs/attorneys on asset protection and tax planning |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed in proxy | — | — | No other public company directorships or external board roles for Gillen disclosed in IVDA’s proxy materials . |
Board Governance
- Board size: 4 directors; 3 independent (Farnsworth, Franco, Gillen) per Nasdaq; CEO is also Chair; no Lead Independent Director .
- Committee structure and roles:
- Audit Committee: Farnsworth (Chair), Franco, Gillen; responsibilities include auditor appointment, related-party transaction review, internal controls, compliance .
- Compensation Committee: Farnsworth (Chair), Franco, Gillen; responsibilities include executive pay approval, director pay recommendations, plan oversight, adviser independence .
- Nominations & Corporate Governance Committee: Gillen (Chair), Farnsworth, Franco; responsibilities include director qualification criteria, board/committee evaluations, shareholder communication procedures .
| Governance Attribute | Detail |
|---|---|
| Independence status | Independent director under Nasdaq Rule 5605 |
| Years of service | Director since November 2011 |
| Committee memberships | Audit (member), Compensation (member), Nominations & Corporate Governance (Chair) |
| Lead Independent Director | None |
| Attendance rate | Not disclosed in proxy (no director-by-director attendance statistics provided) |
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer | $0 (Fees Earned or Paid in Cash column shows “-”) | $0 (Fees Earned or Paid in Cash column shows “-”) |
| Committee membership fees | $0 (Company does not pay additional compensation for committee service) | $0 (Company does not pay additional compensation for committee service) |
| Committee chair fee | $0 (no additional chair compensation) | $0 (no additional chair compensation) |
| Meeting fees | Reimbursement of meeting costs; no per-meeting fees disclosed | Reimbursement of meeting costs; no per-meeting fees disclosed |
Performance Compensation
| Year | Instrument | Grant Size (# options) | Reported Fair Value ($) | Vesting | Strike/Expiration |
|---|---|---|---|---|---|
| 2023 | Stock Options | 6,250 | $17,042 | Not disclosed for director awards | Not disclosed for director awards |
| 2024 | Stock Options | 15,000 | $18,637 | Not disclosed for director awards | Not disclosed for director awards |
- Company-wide option plan mechanics: Options generally granted at or above fair market value; 10-year term; mix of incentive and non-qualified options; vesting varies by grant (immediate to ratable up to four years); unrecognized stock-based comp at 12/31/2024 of ~$7,854 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Gillen in proxy |
| Prior public company boards | Not disclosed |
| Private/non-profit/academic boards | Not disclosed |
| Interlocks (competitors/suppliers/customers) | None disclosed; related-party transactions reviewed by Audit Committee |
Expertise & Qualifications
- Legal and tax expertise (JD; decades leading a tax-planning law firm), international business experience, cellular-site leasing/sales experience, and board experience; frequently educates professionals on asset protection and tax planning .
- Serves as Chair of Nominations & Corporate Governance, indicating governance process and board evaluation leadership .
Equity Ownership
Beneficial ownership and breakdown:
| Metric | Record Date 10/7/2024 | Record Date 10/8/2025 |
|---|---|---|
| Total beneficial ownership (shares) | 35,651 | 49,712 |
| Ownership % of outstanding | 1.6% | 0.6% (out of 5,829,741 shares outstanding) |
| Options exercisable within 60 days | 15,320 | 29,538 |
| Common shares held (excluding options exercisable within 60 days) | 20,331 (derived: 35,651 – 15,320) | 20,331 |
Options outstanding point-in-time:
| Metric | As of 12/31/2023 | As of 12/31/2024 |
|---|---|---|
| Options outstanding (Gillen) | 20,339 | 29,538 |
Section 16 compliance:
- Proxy states all directors/officers timely complied with Section 16(a) reporting during FY2024; no specific Form 4 transactions enumerated in the proxy .
Governance Assessment
- Strengths: Independent director with deep legal/tax expertise; chairs Nominating & Corporate Governance, signaling board-process leadership and oversight of board composition and evaluations . Member of Audit and Compensation committees, providing multi-committee oversight continuity .
- Alignment: Director compensation is entirely equity-based (stock options), with no cash retainer or committee fees; options awards increased from 6,250 (FY2023) to 15,000 (FY2024), with fair value rising from $17,042 to $18,637, improving equity linkage for non-employee directors .
- Risk/RED FLAGS:
- No Lead Independent Director while CEO serves as Chair; potential concentration of power and weaker independent leadership signal for investor confidence .
- Audit firm transitions and prior auditor (BF Borgers) SEC sanction noted in 2024; audit committee (including Gillen) oversaw changes to Weinberg in 2025—execution mitigates risk, but history is a governance context flag .
- Conflicts: Proxy discloses no related-party transactions involving directors/officers above thresholds since Jan 1, 2020; Audit Committee pre-approves all related-party transactions; no family relationships among directors/executives .
Note: Director attendance rates, compensation peer group, say-on-pay results, clawback terms, ownership guidelines, option strike/expiration for director awards, and any hedging/pledging disclosures are not provided in the cited proxy materials and thus omitted .