Victoria Hay
About Victoria Hay
Interim Chief Financial Officer and principal accounting officer of Nauticus Robotics (KITT). Appointed Interim CFO on December 1, 2023 and principal accounting officer on January 28, 2024; age 41 as of April 29, 2024; CIMA chartered accountant with a BSc(Hon) in Biotechnology with Management from Edinburgh University, and prior finance roles at Weatherford International and Morgan Stanley . Company performance during her tenure: revenue decreased from $6.61 million in FY 2023 to $1.81 million in FY 2024 , EBITDA improved from -$27.5 million to -$21.4 million* and net loss widened from -$50.7 million to -$134.9 million ; note the company restated certain 2024 quarterly financials but determined no clawback of compensation was required .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Weatherford International plc | Senior Director – Global Accounting & Reporting Services (progressive finance roles since 2008) | 2008–2021 | Led global accounting/reporting; senior finance leadership in large-cap OFS context . |
| Morgan Stanley | Finance Analyst | Early career (pre-2008) | Built foundational analytical skills in capital markets . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flexible Consulting, LLC | Co-owner & President | May 2021–present | Provides accounting/finance advisory; vehicle for consulting engagement with Nauticus . |
| Enovate (AI company, O&G sector) | Contracted Chief Financial Officer | Pre-2023 (dates not specified) | CFO advisory; AI-enabled finance strategy for O&G-focused technology firm . |
Fixed Compensation
| Component | Amount | Period/Date | Notes |
|---|---|---|---|
| Consulting fees to Flexible Consulting, LLC (related party) | $1,015,558 | FY 2024 | Accounts payable included $160,366 at 12/31/2024 . |
| Consulting fees to Flexible Consulting, LLC | $65,735 | Dec 1–31, 2023 | Accounts payable included $95,177 at 12/31/2023 . |
| Consulting fees to Flexible Consulting, LLC (cumulative to disclosure date) | ~$496,000 | Through Feb 1, 2024 | Disclosed when appointed principal accounting officer . |
| Base salary | Not disclosed for Hay | — | Hay serves via consulting arrangement; compensation did not change upon principal accounting officer appointment . |
| Bonus (target/paid) | Not disclosed for Hay | — | No Hay-specific bonus metrics disclosed . |
Tax gross-ups: None on executive severance payments .
Performance Compensation
The company did not establish short-term or long-term incentive goals for 2024 due to transitional leadership; it expects to re-establish programs and metrics for the new executive team in Q2 2025. No equity awards were made to named executive officers during 2024 except for long-term awards to the CEO and one award to the former General Counsel; Hay was not disclosed as a named executive officer in 2024 . Clawback policy (Dodd-Frank) adopted November 7, 2023; 2024 restatement did not trigger recovery as plans were based on operational metrics unaffected by adjustments .
Equity Ownership & Alignment
| Item | Value | As of | Notes |
|---|---|---|---|
| Shares beneficially owned | 0 | Apr 16, 2024 | Listed as “—, *”; less than 1% . |
| Shares beneficially owned | 0 | Apr 11, 2025 | Not listed among holders; less than 1% for executives as a group . |
| Shares beneficially owned | 0 | Sep 22, 2025 | “Victoria Hay - , *”; less than 1% . |
| Pledged shares | Prohibited | Policy | Anti-pledging and anti-hedging policy applies to directors, officers, employees . |
| Stock ownership guidelines | Not disclosed | — | No guideline disclosure specific to Hay. |
Hedging/pledging: Prohibited under Insider Trading Policy .
Employment Terms
| Term | Detail | Date/Status | Notes |
|---|---|---|---|
| Interim CFO appointment | Interim Chief Financial Officer | Dec 1, 2023 | Appointed by Board . |
| Principal accounting officer | Appointment | Jan 28, 2024 | Compensation unchanged upon appointment . |
| Contract form | Consulting via Flexible Consulting, LLC | Ongoing | Related-party engagement for accounting/finance services . |
| Severance plan | CEO: 18 months salary + COBRA; other C-suite: 12 months + COBRA; CoC accelerates equity, pays pro-rata bonus at target | Adopted Mar 23, 2023 | As of 2025, plan applies to CEO only; no indication it covers Hay . |
| Change-of-control | Equity acceleration and pro-rata bonus at target under plan | If covered | Plan mechanics described; applicability limited currently . |
| Clawback | Dodd-Frank Restatement Recoupment Policy | Adopted Nov 7, 2023 | Company concluded no recovery needed after 2024 restatement . |
| Non-compete / non-solicit | Not disclosed | — | No Hay-specific covenants disclosed. |
Performance & Track Record (Company-level context)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues (USD) | $6,606,352 | $1,807,472 |
| EBITDA (USD) | $(27,536,884)* | $(21,378,069)* |
| Net Income (USD) | $(50,686,601) | $(134,906,649) |
| Cash from Operations (USD) | $(21,687,926)* | $(24,201,567)* |
*Values retrieved from S&P Global.
Restatement: 2024 quarterly financials restated for errors in accounting for unusual transactions; no impact on incentive compensation recovery under the Clawback Policy .
Compensation Committee Analysis
- Peer group (2023) included robotics/automation, software, and energy-tech names (e.g., AeroVironment, Kratos, C3.ai, Oceaneering, Helix, iRobot), and Meridian Compensation Partners advised the committee .
- 2022 Omnibus Incentive Plan permits RSUs/PRSUs and allows for change-of-control acceleration at the administrator’s discretion via award agreements .
Related Party Transactions
- Flexible Consulting, LLC (co-owned/presided by Hay) provided services to Nauticus; classified as a related party from Dec 1, 2023. Total 2024 services were $1,015,558 with $160,366 payable at year-end; Dec 2023 services were $65,735 with $95,177 payable; cumulative services approximated $496,000 through Feb 1, 2024 .
Risk Indicators & Red Flags
- No direct equity holdings reported for Hay; alignment via equity appears limited, though hedging/pledging is prohibited at the company level .
- Material related-party fees through Flexible Consulting signal potential scrutiny on independence and cost discipline; clear disclosures exist in proxies/8-K .
- Financial restatement of 2024 quarters noted; clawback policy in place with no recovery triggered .
Investment Implications
- Alignment: Hay’s compensation is predominantly consulting-based without disclosed equity grants or ownership, reducing direct equity alignment; counterbalanced by strict anti-hedging/pledging and clawback policies .
- Retention/contract risk: No disclosed severance or change-of-control protections for Hay (current plan applies only to CEO), implying flexibility for management changes and potential retention risk typical of interim/consulting roles .
- Trading signals: Absence of insider ownership and vesting schedules for Hay suggests minimal insider selling pressure tied to her role; watch for any future transition to permanent CFO and associated equity grants or ownership guideline adoption .
- Governance/related party: Continued reliance on Flexible Consulting is well disclosed; monitor fee trajectory and any shift to an employment contract to improve alignment and reduce related-party optics .