David Michery
MULNAbout David Michery
David Michery, age 58, serves as Chief Executive Officer, President, and Chairman of the Board of MULN, roles he has held since the November 2021 merger; he previously held the same positions at Mullen Technologies since its inception in 2018 and has EV experience dating back to acquiring assets of Coda Automotive in 2012 . MULN’s filings do not disclose pay-versus-performance TSR/revenue/EBITDA linkages; CEO pay is primarily equity via performance stock awards tied to capital raised and product/battery milestones rather than profitability metrics, with a discretionary cash bonus framework . The Board has a majority of independent directors and standard committees, but Michery’s dual CEO/Chairman role concentrates authority, increasing reliance on independent committee oversight .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mullen Technologies | Chairman, President & CEO | 2018–2021 | Led pre-merger strategy; foundation for current MULN; prior EV asset acquisition from Coda Automotive . |
| Mullen Automotive (post-merger) | CEO, President & Chairman | 2021–present | Drove capital-raising and milestone-driven performance award structure; focused on product launch and battery initiatives . |
| Mullen Motor Company / Coda Automotive assets | Acquirer/operator | 2012 | Entry into EV space via acquisition of Coda assets; operational ramp experience . |
External Roles
MULN filings do not disclose public-company board roles or external committee positions for Michery beyond MULN; no external directorships are listed in the 10-K .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 750,000 | 750,000 |
| Cash Bonus ($) | — | — |
| Stock Awards – Grant Date Fair Value ($) | 48,879,463 | 2,500,000 |
| Option Awards ($) | — | — |
| Total Reported Compensation ($) | 49,629,463 | 3,250,000 |
Additional fixed terms
- Employment agreement effective June 1, 2021; annual salary $750,000; reimbursement of reasonable expenses up to $500,000 per year .
- Bonuses are discretionary; the CEO is eligible under employment terms for set bonus amounts contingent on financial milestones (no formal plan) .
Performance Compensation
CEO Performance Stock Awards (PSAs) – structure and metrics
| Metric/Tranche | Target/Deadline | Payout Mechanism | Status/Notes |
|---|---|---|---|
| Capital Raised | Each $100M; total up to $1.0B; deadline extended to July 2026 | 1% of then-current outstanding shares per $100M tranche | Amendments approved Mar 13, 2025 extended timeline; multiple tranches achieved historically (e.g., >$200M, >$300M, >$400M, >$500M) with shares issued or due . |
| Vehicle Completion Milestones | Multiple product milestones; certain deadlines lapsed; some achieved | 2–3% of then-current outstanding shares per milestone | Pilot delivery achieved; drivable Mullen Five prototype achieved; other milestones expired . |
| Battery Development Milestones | Advanced battery and scaling milestones; some extended to Dec 2027 | 2% of then-current outstanding shares per milestone | Dec 23, 2024: two battery milestones triggered with shares issued/to be issued . |
| Revenue Benchmarks | Each $25M recognized; aggregate cap $250M; deadline extended to Dec 2027 | 1% of then-current outstanding shares per tranche | Extension approved Mar 13, 2025; no specific tranche achievement disclosed in 10-K excerpt . |
| JV/Acquisition Milestone | Majority acquisition JV by end of 2026 | 3% of then-current outstanding shares | Timeline extended; no achievement disclosed in excerpts . |
Vesting/issuance mechanics and controls
- PSAs pay out in common shares upon Compensation Committee certification of milestone achievement, measured as a % of then-current outstanding shares; certain tranche achievements resulted in share issuance in 2022–2024 (see CEO Performance Award Table) .
- The company adopted a clawback policy in Nov 2023 (restatement-triggered, three-year lookback) covering cash and equity incentive compensation .
- 2022 Equity Plan prohibits option/SAR repricing without stockholder approval; awards may accelerate upon Change in Control if not assumed/substituted .
Selected PSA execution detail (shares retroactively adjusted for reverse splits)
| Date | Milestone | % of O/S | Shares Issued/Due | Reported Fair Value ($) |
|---|---|---|---|---|
| 10/12/2022 | Features milestone | 5% | 20 | 11,221,088 |
| 11/30/2022 | Capital Benchmark >$200M | 2% | 13 | 5,753,090 |
| 6/13/2023 | Capital Benchmark >$300M | 1% | 30 | 605,542 |
| 7/5/2023 | Capital Benchmark >$400M | 1% | 72 | 378,877 |
| 10/10/2023 | Vehicle – Mullen Five | 2% | 369 | 985,468 |
| 12/23/2024 | Capital Benchmark >$500M | 1% | 2,286 | 2,744 |
| 12/23/2024 | Battery Dev #1 (Advanced) | 2% | 199,166 | 238,999 |
| 12/23/2024 | Battery Dev #2 (Class 1) | 2% | 1,411 | 1,693 |
Notes: 203,904 total shares issued/to be issued across PSAs from inception, with reported aggregate grant-date fair value ~$46.9M; values reflect accounting under ASC 718 and are not cash received by the CEO; retroactive adjustments reflect multiple reverse splits .
Equity Ownership & Alignment
Security ownership snapshots
| Holder | Aug 20, 2024 (DEF 14A) | May 9, 2025 (DEF 14A) | Jul 8, 2025 (DEF 14A) |
|---|---|---|---|
| David Michery – beneficially owned shares | 109,897; “<1%” | 1; “<1%” | 1; “<1%” |
| Directors & Officers as a group | 197,857 | 33 | 33 |
Additional alignment and policy considerations
- No formal equity ownership guidelines for executives; equity award timing policies are informal .
- Clawback policy adopted in Nov 2023 (restatement-triggered; all incentive comp) .
- 2022 Plan share availability increased repeatedly; as of June 6, 2025, 21,666,678 shares remained available, and management sought approval for automatic quarterly increases of 10% of fully diluted outstanding shares (commencing Oct 1, 2025), replacing a previously approved 10% annual evergreen—heightened dilution risk .
- Beneficial ownership tables reflect 9.99% conversion/ownership caps for note/warrant holders, which can enable ongoing share issuance/sales cycles and potential persistent overhang; anti-dilution mechanics in convertible notes/warrants amplify share issuance if stock price declines, which can depress prices and increase dilution .
Pledging/hedging
- MULN discloses an insider trading policy; the reviewed excerpts do not specify pledging positions for Michery; no pledging details were found in the cited ownership tables .
Employment Terms
| Provision | Summary |
|---|---|
| Agreement Effective Date | June 1, 2021 |
| Base Salary | $750,000; expense reimbursement up to $500,000 per year |
| Bonus | Discretionary; eligible for set bonus amounts if financial milestones achieved (per narrative in exec comp) |
| Severance (no-cause, constructive discharge, death, or change of control with CEO elective termination) | Lump-sum equal to then-current annual compensation multiplied by (10 minus full years since agreement date), paid within 90 days; plus 10% of the Company’s market capitalization at termination, paid 180 days after termination; vesting service credited via annuity if needed |
| Cause | Defined as felony conviction/no contest plea or incapacity due to alcoholism/substance abuse |
| Non-compete/Non-solicit | Survive termination; terms noted but duration/scope not detailed in excerpt |
| Separate Change-in-Control Agreement (Aug 11, 2023) | Immediate vesting of unvested equity; CEO receives percentage of transaction proceeds: 10% up to and including $1B; +5% of proceeds from >$1B to $1.5B; +5% of proceeds above $1.5B (single-trigger on CIC per agreement terms) |
Red-flag economics
- The employment severance formula and the CIC “percent of deal proceeds” construct are highly atypical and potentially shareholder-unfriendly, creating material payout obligations not tethered to TSR/profitability outcomes .
Board Governance
| Attribute | Details |
|---|---|
| Dual Role | CEO and Chairman (concentration of authority) |
| Board Independence | Majority independent (Winter, Puckett, Betor, Andersen) |
| Classified Board | Three classes with staggered terms (potential entrenchment); Class I includes Michery; removal for cause requires 2/3 vote |
| Committees | Audit (Puckett—Chair; Betor; Andersen), Compensation (Puckett—Chair; Andersen; Betor), Nominating & Governance (Betor—Chair; Winter; Puckett); members deemed independent |
| Lead Independent Director Retainer | $25,000 annual cash retainer (role exists; name not specified in excerpt) |
Director Compensation (context for dual-role considerations)
- Non-employee directors: $50,000 annual retainer; committee retainers ($5,000–$45,000), plus $100,000 annual equity award; incremental meeting fees beyond thresholds .
- 2024 non-employee director totals ranged from ~$153k to ~$239k .
Related Party Transactions and Other Governance Items
- Payments to director William Miltner’s law firm: $1,180,733 in FY 2024 for legal services (while serving as a director) .
- Consulting to director/Secretary Mary Winter: $60,000 in FY 2024 under a corporate secretary services agreement .
- Transition Services with MTI (entity controlled by CEO Michery) included advances and reimbursements under a TSA post-merger (interest on overdue balances; no service fee) .
- No material legal proceedings involving directors/executives disclosed in the 10-K excerpt .
Equity Plan Design and Dilution Context
- Equity Plan guardrails: no option/SAR repricing without stockholder approval; grant price ≥ FMV; ten-year term .
- CIC treatment: if awards not assumed/substituted, vesting accelerates; committee may provide for further double-trigger vesting within 18 months post-transaction; liquidation/dissolution provisions enable short exercise windows and potential lapse of forfeiture rights .
- As of June 6, 2025: 21,666,678 shares available under the 2022 Plan; management sought to replace the annual 10% evergreen with a quarterly 10% evergreen based on fully-diluted O/S—material potential for ongoing dilution .
Equity Ownership & Insider Overhang Signals
- Beneficial ownership for Michery fell to effectively one share by 2025 special proxy snapshots; group holdings minimal post-reverse splits, reducing direct “skin-in-the-game” alignment .
- Convertible notes/warrants with ownership caps and anti-dilution terms facilitate repeated issuance/sales cycles; company warns conversion/exercise can drive dilution and pressure stock price as price declines .
Investment Implications
- Pay-for-performance alignment risk: Large CEO equity value has accrued via PSAs tied to capital raised and product/battery milestones, not TSR/profitability metrics; lack of formal ownership guidelines and negligible beneficial ownership reduce alignment with long-term shareholders .
- Dilution overhang: Frequent reverse splits, large plan share availability, and proposed quarterly 10% evergreen combined with convertible note/warrant anti-dilution mechanics create persistent dilution risk and potential share-price pressure on conversions/exercises .
- Payout asymmetry: Employment/CIC terms (multi-year severance formula tied to “10 minus years,” 10% of market cap on termination, and tiered % of deal proceeds on CIC) are atypically rich and may misalign incentives around strategic transactions or exits .
- Governance mitigants: Majority-independent board and independent committees provide some counterbalance to the CEO/Chair combined role; however, a classified board could slow change and heighten entrenchment risk .
If you want, I can extend this with Form 4 insider trading patterns and a timeline of PSA share issuances versus stock price to quantify incremental supply risk.