Aron Schwartz
About Aron Schwartz
Aron Schwartz, age 54, is an independent director of KULR Technology Group, appointed June 6, 2025. He serves on the Audit Committee, chairs the Compensation Committee, and is a member of the Nominating and Corporate Governance Committee. Schwartz holds a J.D. and MBA with honors from UCLA, dual B.A./B.S.E. cum laude from Wharton, and is a Certified Management Accountant. His background spans private equity and special situations investing at ACON Investments (Managing Director), Avenue Capital (consultant/Managing Director), and Fenway Partners (Managing Director), with earlier investment banking experience at Salomon Smith Barney.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ACON Investments | Managing Director | 2014–2024 | Led private equity investments; board service across portfolio companies (see External Roles) |
| Avenue Capital | Consultant; Managing Director | 2012–2014 | Special situations investing |
| Fenway Partners | Various roles culminating in Managing Director | 1999–2011 | Middle-market PE leadership |
| Salomon Smith Barney | Associate, Financial Entrepreneurs Group | 1997–1999 | Financings and advisory assignments |
| Constructivist Capital, LLC | Founder | Not disclosed | Works with family offices/alternatives on investments |
External Roles
| Organization | Role | Tenure/Notes | Potential Interlock/Conflict |
|---|---|---|---|
| Invacare Corporation | Director | Not disclosed | None disclosed with KULR |
| True Value Company, LLC | Director | Not disclosed | None disclosed with KULR |
| 1-800 Contacts, Inc. | Director | Not disclosed | None disclosed with KULR |
| Commonwealth Laminating & Coating, Inc. | Director | Not disclosed | None disclosed with KULR |
| Easton Bell Sports, Inc. | Director | Not disclosed | None disclosed with KULR |
| STVT-AAI Education Inc. (Ancora Education) | Director | Not disclosed | None disclosed with KULR |
| Igloo Products Corp. | Director | Not disclosed | None disclosed with KULR |
| APR Energy, PLC | Director | Not disclosed | None disclosed with KULR |
| Borden Dairy Holdings | Director | Not disclosed | None disclosed with KULR |
| ATU Auto Technick-Unger | Director | Not disclosed | None disclosed with KULR |
| PSSI | Director | Not disclosed | None disclosed with KULR |
| Rapid Deploy, Inc. | Director | Not disclosed | None disclosed with KULR |
| Prima-Wawona | Director | Not disclosed | None disclosed with KULR |
| AFH | Director | Not disclosed | None disclosed with KULR |
| Melinta Therapeutics LLC | Director | Not disclosed | None disclosed with KULR |
| Tempel Steel | Director | Not disclosed | None disclosed with KULR |
| Mark Andy Inc. | Director | Not disclosed | None disclosed with KULR |
| FEV Acquisition LLC | Director | Not disclosed | None disclosed with KULR |
| Injured Workers Pharmacy, LLC | Director | Not disclosed | None disclosed with KULR |
| Aventine, Inc. | Director | Not disclosed | None disclosed with KULR |
| VillageMD | Director | Not disclosed | None disclosed with KULR |
| Open Road Foundation | Director | Not disclosed | None disclosed with KULR |
| US-ASEAN Business Council | Director | Not disclosed | None disclosed with KULR |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee chair; Nominating & Corporate Governance Committee member. Audit Committee chair is Donna H. Grier; Nominating & Corporate Governance Committee chair is Dr. Joanna Massey.
- Independence: Board affirmatively determined Audit and Compensation Committee members meet SEC/NYSE American independence criteria; Schwartz is identified as an independent director.
- Board meeting cadence and attendance: The Board met 7 times in 2024; all then-members attended 100% of Board and committee meetings (Schwartz joined in June 2025; his 2025 attendance not disclosed).
- Executive sessions: The Board and each committee hold executive sessions without management at regularly scheduled meetings; Audit Committee meets quarterly in executive session with the independent auditor.
- Lead Independent Director: Dr. Massey acts as principal liaison; schedules meetings/agendas and ensures sufficient information for oversight.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Lead Independent Director annual cash retainer | $150,000 | As of Nov 1, 2022 program; role currently held by Dr. Massey |
| Non-Lead Independent Director annual cash retainer | $70,000 | As of Nov 1, 2022 program; applicable to non-lead independent directors |
| Committee membership fees | Not disclosed | No separate committee membership/meeting fees disclosed |
| Committee chair fees | Not disclosed | No separate chair fee schedule disclosed |
Performance Compensation
| Equity Component / Term | Detail |
|---|---|
| RSU grants to directors (legacy program) | Lead and non-lead independent directors were each granted 17,500 RSUs vesting quarterly in 4,375-share installments; Lead Director also received 1,875 immediately vested shares (share counts reflect 1-for-8 reverse split). |
| 2025 Equity Incentive Plan director grant cap | Non-employee director awards capped at $600,000 grant-date fair value per fiscal year (ASC 718). Effective date Nov 21, 2025 (subject to stockholder approval). |
| Repricing protections | Prohibits repricing of options/SARs without stockholder approval (no lowering exercise/grant price or cash exchanges for underwater awards). |
| Change-in-control treatment | Service-vested awards accelerate; performance awards may be earned based on actual or target; no acceleration if awards are continued/assumed on substantially same terms. |
| Clawback policy | Company adopted a Dodd-Frank compliant clawback effective Nov 29, 2023; equity awards subject to recoupment. |
Performance Metrics (Plan-Level)
| Metric Category | Examples |
|---|---|
| Financial outcomes | EPS, revenue/margins, operating margin, net income, cash flow (operating/free), ROIC/ROE/EVA, working capital, debt reduction |
| Strategic/operational | Market share, entry into new markets, customer retention/satisfaction, execution of M&A/strategic projects, strategic plan implementation/turnaround |
| Market-based | Total shareholder return; share price (Fair Market Value) |
| Exclusions in measurement | Restructurings/discontinued ops/extraordinary items; changes in accounting standards; Committee-specified adjustments set at grant |
Other Directorships & Interlocks
- Extensive service on boards of public and private companies listed above; no related-party transactions with KULR were disclosed for Schwartz.
Expertise & Qualifications
- Legal/finance: J.D. and MBA (UCLA); Wharton dual degrees; Certified Management Accountant.
- Investment/M&A: 25+ years across private equity/special situations; prior investment banking and advisory experience.
- Governance: Multiple board roles across industries; familiarity with compensation, audit and governance processes.
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Notes |
|---|---|---|---|
| Aron Schwartz (Director) | – | <1% | No beneficial ownership reported as of Sept 24, 2025; no pledging disclosed. |
Governance Assessment
- Committee leadership and independence: Schwartz chairs the Compensation Committee and sits on Audit and Nominating, with the Board affirming independence for audit/compensation members—supports oversight credibility.
- Attendance/engagement: Board and committees achieved 100% attendance in 2024; Schwartz joined mid-2025, with his specific attendance not disclosed yet.
- Ownership alignment: Schwartz reported no beneficial ownership as of the record date, indicating limited personal “skin-in-the-game” at that point in time.
- Pay risk controls: Strong plan-level guardrails (no repricing, clawback, director grant cap, defined CIC treatment) mitigate compensation-related red flags.
- Structural risk context: KULR’s CEO holds Series A voting preferred stock conferring super-voting rights; directors/executives collectively control ~72% of aggregate votes, which can constrain minority shareholder influence and elevate the importance of effective independent committee leadership.
RED FLAGS: None specific to Schwartz on related-party transactions or legal proceedings; lack of disclosed share ownership reduces alignment pending future ownership updates; overarching super-voting structure is a governance risk context for board effectiveness.