Mark Betor
MULNAbout Mark Betor
Independent director of Mullen Automotive since November 2021; age 69; background as a retired businessman and law enforcement officer, with post-retirement involvement in real estate investments and private businesses . Serves on a classified board (Class II) with term expiring at the 2026 annual meeting . Determined independent under Nasdaq standards by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mullen Automotive Inc. | Director (Class II) | Since Nov 2021 | Audit Committee member; Compensation Committee member; Nominating & Governance Chair |
| Mullen Technologies | Director | Since 2018 | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DRIVEiT (EV superstores startup) | Director | Since Jan 2024 | Cross-directorships with CEO David Michery, CFO Jonathan New, directors Kent Puckett, Ignacio Novoa; potential related-party transaction risk flagged by company |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; Chair of Nominating and Corporate Governance Committee .
- Independence status: Board determined Betor is independent; Board majority independent .
- Attendance: In FY2024, no director attended fewer than 75% of Board and committee meetings; Board held 12 meetings; Audit 3; Compensation 2; Nominating 0 .
- Audit Committee mandate includes oversight of financial reporting, internal controls, and approval of related-party transactions—relevant given DRIVEiT interlocks .
Fixed Compensation
- Structure: Non-employee directors receive cash retainer of $50,000; committee member retainers $5,000 (Comp/NCG), $10,000 (Audit); committee chair retainers $7,500 (Comp/NCG) and $45,000 (Audit); $25,000 for Lead Independent Director; paid quarterly .
- Additional meeting fees: $500 per telephonic meeting beyond 15/year; $1,000 per in-person meeting beyond 4/year .
| Component | Amount | Notes |
|---|---|---|
| Board cash retainer | $50,000 | Annual; paid quarterly |
| Audit Committee member | $10,000 | Annual |
| Compensation/Nominating member | $5,000 each | Annual |
| Nominating Chair | $7,500 | Annual |
| Audit Chair | $45,000 | Not applicable to Betor |
| Lead Independent Director | $25,000 | Role holder not disclosed |
Performance Compensation
- Equity: Annual stock award equal to $100,000 divided by closing price on grant date under the 2022 Equity Incentive Plan .
- Plan permits performance-based awards with metrics including revenue, EBIT/EBITDA, EPS, share price/TSR, margins, cash flow, ROA/ROE/ROIC, market share, working capital, and EVAd; however, director grants are described as annual stock awards with no director-specific performance metrics disclosed .
| Metric Category (Plan) | Examples |
|---|---|
| Financial performance | Revenue; gross margin; operating margin; EBITDA; net income; EPS |
| Market-based | Share price; total shareholder return (TSR) |
| Returns | ROA; ROE; ROIC; cash flow returns |
| Efficiency | Cost reduction; productivity; working capital |
| Strategic/organizational | Market share; budget performance; transformation metrics |
No performance conditions disclosed for non-employee director annual equity awards; awards are stated as fixed-value stock grants .
Director Compensation (FY2024 Actual)
| Item | Amount ($) |
|---|---|
| Fees earned/payable in cash | 99,500 |
| Awards earned/payable in stock | 125,080 |
| Total | 224,580 |
Other Directorships & Interlocks
| Company | Shared Directors/Officers | Conflict Considerations |
|---|---|---|
| DRIVEiT | David Michery (Chairman), Jonathan New (CFO), Kent Puckett (Director), Ignacio Novoa (Director), Makayla Brown (Ops Director) alongside Betor | Company plans to supply EVs to DRIVEiT; related-party transactions may present difficult conflicts and potential disadvantages to Mullen |
Expertise & Qualifications
- Retired businessman and law enforcement officer; post-retirement real estate investments and private business experience .
- Board qualifications emphasize investment/private business exposure; no specific financial expert designation for Betor; Audit Committee Chair is Kent Puckett (identified as audit committee financial expert) .
Equity Ownership
| Holder | Shares of Common Stock | Ownership % | Notes |
|---|---|---|---|
| Mark Betor | 175,140 | Less than 1% | As of record date in proxy; table reflects reverse splits through Sep 2024 but not Feb 18, 2025 1:60 split |
Insider Trades and Ownership Filings
| Filing Date | Transaction Date | Form | Security | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| 2025-01-07 | 2025-01-03 | Form 4 | Common Stock | 175,140 shares | SEC Form 4 roster shows Betor holdings; StreetInsider summary references Form 4 and split context |
Company noted late Form 4 filings by several insiders, including one late Form 4 by Mark Betor in prior periods .
Employment & Contracts
- Change-in-control agreement: Each non-employee director (including Betor) receives immediate vesting of unvested equity and $5 million cash upon a change in control, as defined; CEO receives percentage of transaction proceeds .
- Definitions include >50% voting control change, board composition change, or merger/asset sale; terms create significant cash obligations at change-in-control .
Related Party Transactions
- Asset purchase with Mullen Technologies (CEO-controlled) for $1.4 million—CEO has controlling financial interest in MTI .
- DRIVEiT cross-roles; company warns related-party transactions could disadvantage Mullen .
- Audit Committee responsible for approving/disapproving related-party transactions .
Risk Indicators & Red Flags
- Large change-in-control cash payout to each non-employee director ($5 million) is atypical and may misalign director incentives with shareholder value at exit events .
- Multiple interlocks with DRIVEiT where Mullen intends to supply vehicles; Board acknowledges potential conflicts; Betor chairs Nominating Committee and sits on Audit Committee that approves related-party transactions—heightened conflict management need .
- Historical reverse stock splits and financing complexity not directly tied to Betor but relevant to governance environment; Board independence affirmed, but investor confidence can be impacted by frequent capital structure changes .
- Derivative litigation named directors including Betor as defendants in prior period (Witt Lawsuit), indicating governance scrutiny; settlement accrual noted by company .
Governance Assessment
- Positives: Independent director; active committee service (Audit, Compensation) and chairmanship of Nominating Committee; satisfactory attendance; clear director compensation framework .
- Concerns: Extraordinary $5 million CIC cash benefit for each non-employee director; extensive interlocks with DRIVEiT amidst planned commercial ties; related-party oversight must be robust given Audit Committee role; prior derivative litigation elevates governance risk flags .
Overall, Betor’s independence and committee roles support board function, but investor confidence hinges on mitigation of related-party risks and alignment of director pay structures—particularly CIC payouts—with long-term shareholder interests .