Ignacio Novoa
MULNAbout Ignacio Novoa
Ignacio Novoa (age 41) has served on Mullen Automotive’s Board since July 2022. His background is in real estate and security operations: he has been a realtor at Las Lomas Realty since January 2015 and previously served as a Federal Reserve Police officer (2008–2021) and program security at Northrop Grumman (2008–2013). He was also appointed a director at DRIVEiT in January 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Las Lomas Realty | Realtor | Jan 2015 – Present | Real estate operating experience |
| Federal Reserve Police | Police Officer | Aug 2008 – Mar 2021 | Security operations experience |
| Northrop Grumman | Program Security | Sep 2008 – Mar 2013 | Defense/security program experience |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| DRIVEiT | Director | Jan 2024 – Present | Overlap with multiple Mullen insiders; Company notes potential conflicts from DRIVEiT roles held by Mullen directors and officers |
Board Governance
- Director Class and term: Class I; nominated and elected to a new term ending at the 2028 annual meeting .
- Committees: The 2025 proxy’s committee footnotes list members for Audit, Compensation, and Nominating; Novoa is not listed as a member or chair of any committee in that table .
- Independence: The Board’s independence designations list Mary Winter, Kent Puckett, Mark Betor, and John Andersen as independent; Novoa is not named among independent directors in the 2025 proxy (same language as prior year) .
- Attendance: In FY2024 the Board met 12 times (Audit 3; Compensation 2; Nominating 0), and “no member of our Board attended fewer than 75%” of aggregate Board and committee meetings; this encompasses all directors serving in the period, including Novoa .
Fixed Compensation
- Director pay policy (non‑employee): $50,000 annual cash retainer; plus $5,000 for Compensation or Nominating committee membership; $7,500 for chair of those committees; $10,000 for Audit members; $45,000 for Audit chair; $25,000 for Lead Independent Director. Additional meeting fees: $500 for telephonic meetings above 15/year and $1,000 for >4 in‑person meetings .
- For FY2024, Novoa’s director compensation was $52,000 in cash and $126,220 in stock awards, totaling $178,220 .
- Prior disclosure (FY2022, as reported in 2023 proxy): cash $6,250; stock awards $62,000; total $68,250 .
| Fiscal Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2022 | $6,250 | $62,000 | $68,250 |
| 2024 | $52,000 | $126,220 | $178,220 |
Performance Compensation
- Equity awards: Non‑employee directors receive an annual stock award equal to $100,000 divided by the closing price on the grant date, per policy; Novoa’s FY2024 stock award value was $126,220 (actual amount disclosed) .
- Performance metrics: None disclosed for director equity; awards are time‑based under the director program (policy specifies an annual stock award amount; no metric framework for directors is described) .
- Change‑in‑Control: All non‑employee directors, including Novoa, received Change in Control Agreements on Aug 11, 2023 providing immediate vesting of unvested equity and a $5 million cash payment upon a change in control, a significant governance outlier .
| Element | Terms |
|---|---|
| Annual equity (policy) | $100,000 stock value per year, calculated by grant‑date closing price |
| Novoa FY2024 equity (actual) | $126,220 stock award value |
| Performance link | None disclosed for director grants (time‑based) |
| Change‑in‑Control (director) | $5,000,000 cash + full vesting upon change in control |
Other Directorships & Interlocks
- DRIVEiT director (since Jan 2024). Mullen notes multiple overlaps (CEO, CFO, other directors) and flags potential related‑party risks from DRIVEiT relationships .
Expertise & Qualifications
- Real estate operations (Las Lomas Realty) and security operations (Federal Reserve Police; Northrop Grumman). This brings operational and physical security perspectives but not designated as a financial expert or committee chair in Mullen’s disclosures .
Equity Ownership
- Beneficial ownership (record date Jan 21, 2025): Novoa held 163,000 shares (<1% of outstanding), per the Security Ownership table. No options are listed for Novoa in footnotes (contrast: Jonathan New’s 3,000 options are footnoted), and percent outstanding is shown as “*” (less than 1%) .
- Hedging/Pledging: Company policy prohibits hedging transactions and pledging/margining of company securities by insiders, supporting alignment (policy applies to directors) .
| Holder | Shares Beneficially Owned | % Outstanding | Pledged? | Hedging? |
|---|---|---|---|---|
| Ignacio Novoa | 163,000 | <1% | Prohibited by policy | Prohibited by policy |
Related‑Party & Risk Indicators
- DRIVEiT related‑party exposure: Mullen discloses that several executives and directors (including Novoa) hold positions at DRIVEiT and warns these related‑party relationships “could result in disadvantages to Mullen” as the company plans to provide its EV portfolio to DRIVEiT .
- Change‑in‑Control payouts: The $5 million CIC cash for each non‑employee director is unusually large for a micro‑cap and represents a governance red flag due to potential misalignment with shareholder interests .
- Section 16 compliance: The company reports that Novoa did not timely file one Form 4 reporting three transactions in FY2024 (late filing), a modest compliance flag .
- Attendance: At least 75% Board/committee attendance in FY2024, per company‑wide statement, which is acceptable .
- Insider trading policy: Prohibitions on hedging/pledging support better alignment .
Director Compensation Mix and Structure
- FY2024 mix for Novoa: ~29% cash ($52,000) and ~71% equity ($126,220), which provides material equity exposure but is time‑based rather than performance‑based .
- Meeting fees only accrue at high meeting counts; none specifically disclosed for Novoa beyond the line‑item totals .
- Historical consulting equity: Under a one‑year Consulting Agreement dated Jan 12, 2022 (before/around his board appointment), Novoa was issued 10,220 shares (post‑split adjusted); raises sensitivity to non‑standard awards around onboarding .
Shareholder Votes/Feedback (context)
- On Jan 31, 2025 special meeting, shareholders approved reverse stock split authority (20,069,376 For; 4,552,509 Against; 141,546 Abstentions), indicating willingness to support capital structure changes to preserve listing, but not directly tied to director pay .
Governance Assessment
- Strengths: Acceptable attendance (≥75%) ; equity‑heavy director pay mix; anti‑hedging/anti‑pledging policy supports alignment .
- Concerns/Red Flags:
- Independence: The proxy’s independence list does not include Novoa, while four other directors are explicitly deemed independent; lack of independent designation reduces perceived board independence .
- No committee roles: Not listed on Audit, Compensation, or Nominating committees; limits direct oversight influence .
- Related‑party exposure: DRIVEiT directorship alongside multiple Mullen insiders, with the company explicitly warning of potential conflicts and disadvantages .
- Change‑in‑Control windfall: $5 million cash to each non‑employee director on change in control is excessive for shareholders and a prominent red flag .
- Section 16 timeliness: One late Form 4 (covering three transactions) indicates minor compliance slippage .
Overall, Novoa brings operational and security background but lacks designated independence, holds no committee seats, and is tied into a related‑party ecosystem (DRIVEiT), while standing to receive an outsized CIC payout—factors that may weigh negatively on investor confidence absent clear mitigation steps .