Louis Castro
About Louis Castro
Louis Castro (age 66) has served as an independent director of Innovative Eyewear, Inc. (to be renamed Lucyd, Inc.) since August 2021 and is the Audit Committee Chair; he is designated as the board’s “audit committee financial expert” under SEC rules . A chartered accountant and seasoned public company director, he holds a double degree in Engineering Production and Economics from Birmingham University and completed a postgraduate advanced course in Production Management and Methods at Cambridge University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eland Oil & Gas plc | Director; Chief Financial Officer | Director: Sep 2012–Jun 2016; CFO: Sep 2014–Jun 2016 | Oversaw finance, legal and corporate finance activities for Nigerian upstream E&P operations . |
| Northland Capital Partners | Head of Capital Markets; Chief Executive Officer | May 2011–May 2014 | Led day-to-day investment bank operations; capital markets leadership . |
External Roles
| Organization | Exchange | Role | Since |
|---|---|---|---|
| Tekcapital plc | LSE (TEK) | Director | Dec 2019 . |
| Orosur Mining Inc. | TSX (OMI) | Chairman of the Board | Apr 2020 . |
| Stanley Gibbons Group plc | LSE (SGI) | Director | Jun 2016 . |
| Tomco Energy plc | LSE (TOM) | Director | Apr 2021 . |
| Predator Oil & Gas Holdings plc | LSE (PRD) | Director | Jul 2020 . |
| Veteran Capital Corp. | TSX-V (VCC) | Director | Jan 2021 . |
Board Governance
- Independence: The Board determined Louis Castro, Kristen McLaughlin, and Olivia Bartlett are independent under Nasdaq rules; the Board maintains Audit, Compensation, and Nominating & Corporate Governance committees .
- Committee assignments:
- Audit Committee: Louis Castro (Chair); Kristen McLaughlin; Olivia Bartlett. Castro designated audit committee financial expert .
- Compensation Committee: Kristen McLaughlin (Chair); Louis Castro .
- Nominating & Corporate Governance Committee: Olivia Bartlett (Chair); Kristen McLaughlin .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $30,000 | $40,500 |
| Stock Awards ($) | $0 | $0 |
| Option Awards ($) | $35,688 | $0 |
| Total ($) | $65,688 | $40,500 |
Key observations:
- Shift from blended cash+equity in 2023 ($35,688 options) to cash-only in 2024 ($40,500), reducing equity-linked pay exposure for directors .
Performance Compensation
| Equity Instrument | Grant/Action Date | Quantity | Exercise Price | Expiration | Vesting/Notes |
|---|---|---|---|---|---|
| Stock Options | Jan 13, 2023 | 35,000 | $1.275 | Jan 13, 2028 | Standard plan options granted to non-employee director . |
| Stock Options (Modification) | 2021 grant modified in 2023 | 20,000 (prior grant) | N/A | Extended from Jul 21, 2023 to Jul 21, 2024 | Incremental fair value ≈ $1,300 recognized in 2023 . |
- Performance metrics tied to director compensation: None disclosed for directors; awards appear time-based without explicit revenue/EBITDA/TSR metrics .
Other Directorships & Interlocks
| Relationship | Details | Conflict/Interlock Relevance |
|---|---|---|
| Tekcapital plc → Lucyd Ltd → LUCY | Tekcapital plc owns Tekcapital Europe Ltd., which owns Lucyd Ltd.; Lucyd Ltd. is a 5%+ LUCY holder; Tekcapital CEO is father of LUCY CEO . | Potential information flow/interlock; familial tie heightens related-party risk . |
| License Agreement with Lucyd Ltd. | Exclusive, worldwide, royalty-free perpetual license of Lucyd brand/IP; consideration of 3,750,000 pre-split shares (187,500 post-split) . | Ongoing dependency on related party assets; audit chair oversight is critical . |
| Management Services with Tekcapital Europe Ltd. | Quarterly fees ($35,000 from 2022), plus rent allocations; $140,000 services and ~$92k rent in 2024 . | Recurrent related-party transactions; independence and audit rigor required . |
| Loans to Tekcapital Europe Ltd. | Jan 11, 2024: £600,000 loan at 10% (repaid); Apr 23, 2025: facility up to $500,000; $250,000 drawn and repaid May–Jun 2025 . | Company acts as lender to affiliate; oversight on credit risk and terms . |
| Lucyd Ltd. financing facility | Mar 1, 2024: up to $1,250,000 services/cash via 10% note; Mar 1, 2025 maturity extended to Sep 1, 2026; no borrowings to date . | Convertible note potential with insider; monitor dilution/control dynamics . |
Expertise & Qualifications
| Attribute | Evidence |
|---|---|
| Chartered accountant; SEC “financial expert” | Board designated Castro as audit committee financial expert; chartered accountant credentials . |
| Education | Double degree in Engineering Production & Economics (Birmingham University); postgraduate advanced course at Cambridge . |
| Industry breadth | Boards across mining, oil & gas, collectibles, and venture listings; capital markets and CFO experience . |
Equity Ownership
| Period | Shares Beneficially Owned | % of Outstanding | Composition/Notes |
|---|---|---|---|
| As of May 3, 2024 | 56,667 | <1% | Includes 56,667 shares issuable upon exercise of options within 60 days . |
| As of June 30, 2025 | 1,166 | <1% of 4,574,602 shares outstanding | Includes 1,166 shares issuable upon exercise of options within 60 days; no direct common shares noted . |
Alignment signals:
- Very low beneficial ownership (<1%) and primarily option-based in both periods, indicating limited “skin in the game” .
Governance Assessment
- Board effectiveness: Castro’s audit leadership and financial expert designation strengthen oversight of reporting, controls, and auditor independence; Audit Committee meets with auditors with and without management and recommended inclusion of audited financials in 10-Ks .
- Independence with interlocks: While the Board deems Castro independent under Nasdaq rules, his Tekcapital board role coincides with LUCY’s recurring related-party transactions (licenses, services, loans) with Tekcapital-linked entities, heightening perceived conflict risk despite stated policies for independent director approval of related-party deals .
- Director pay structure: 2024 moved to cash-only ($40,500), down from 2023 cash+options ($65,688 total), reducing equity-linked incentives; no disclosed performance hurdles for director pay .
- Ownership alignment: Beneficial holdings are minimal and predominantly options exercisable within 60 days, suggesting modest personal capital at risk relative to float .
Red flags and monitoring items:
- Related-party exposure: Multiple transactions with Tekcapital/Lucyd, including financing facilities and service agreements; audit oversight should ensure arm’s-length terms and disclosure rigor .
- Equity award modification: 2021 director option for Castro had expiration extended in 2023 (incremental fair value ≈ $1,300) — small, but any award modification warrants transparency scrutiny .
- Control dynamics: Rights plan extension and “control shares” vote (reinstatement of voting rights) reflect active defense mechanisms; although company-level, directors should ensure balanced shareholder protections .