Mary Winter

About Mary Winter

Mary Winter serves as Corporate Secretary and a Class I Director at MULN; she has been a director since November 2021 and previously served as Vice President of Operations at Mullen Technologies starting in 2014 . She was nominated and re‑elected at the March 13, 2025 annual meeting to a term ending at the 2028 annual meeting; her age is disclosed as 33 in the 2025 proxy . She is a member of the Nominating and Governance Committee, and the Board has disclosed she qualifies as an independent director under Nasdaq rules . Company‑wide performance metrics used for incentive awards under the 2022 Equity Plan include revenue, margins, EPS, share price/TSR, cash flow, ROA/ROE, market share, working capital and transformation metrics .

Past Roles

External Roles

No additional public company directorships or external committee roles are disclosed for Mary Winter in MULN filings reviewed. Skip if not disclosed.

Fixed Compensation

Notes:

• FY 2022 policy also includes $45,000 annual cash fee for the Audit Committee chair; Winter is not disclosed as chair .

Performance Compensation

• Director equity grants: Policy provides each non‑employee director an annual stock option grant with grant‑date value of $75,000 (shares determined by closing price on grant date), vesting one year post‑grant; options fully vest upon a change in control .
• Equity plan mechanics: Under the 2022 Equity Incentive Plan, awards may be performance‑based with goals tied to revenue, margins, EPS, share price/TSR, cash flow, return measures, productivity, market share, working capital, EVA, ratio metrics, and transformation metrics. Awards generally are non‑transferable .
• Change of control treatment: Any outstanding awards not assumed/substituted in a covered transaction fully vest and remain exercisable for 15 days post‑notice; the Compensation Committee may also provide for full vesting upon termination without “Cause” or for “Good Reason” within up to 18 months post‑transaction; all unvested options outstanding vest on involuntary termination within 18 months after a covered transaction .

Equity Ownership & Alignment

Additional alignment factors:

• Insider trading policy prohibits margin accounts and pledging of company securities; also prohibits trading in options, derivatives or hedging transactions by insiders .
• Section 16(a) compliance: Company disclosed Mary Winter had delinquent Form 4 filings (one late report for FY 2023; additional late filings for FY 2024) .

Employment Terms

• Consulting Agreement: Executed October 26, 2021, compensating Mary Winter for Corporate Secretary services and director responsibilities at $60,000 annually ($5,000/month); payments disclosed for FY 2022–FY 2024 .
• Contract features beyond pay (e.g., term end beyond the disclosed periods, severance, non‑compete specific to Winter): Not disclosed. Skip if not disclosed.

Board Governance

• Board service history: Class I Director alongside David Michery and Ignacio Novoa; Class I seats up for re‑election at the 2025 annual meeting; Winter was re‑elected with 21,314,905 votes for, 1,119,057 withheld, and 10,221,389 broker non‑votes .
• Committee roles: Member, Nominating and Governance Committee .
• Independence: Board determined Winter qualifies as an independent director under Nasdaq listing rules .
• Board classification and tenure: Staggered board (Class I/II/III); Winter’s term now runs through the 2028 annual meeting following 2025 re‑election .

Dual‑role implications:

• Winter serves as Corporate Secretary and a director. While the Board discloses she qualifies as independent under Nasdaq rules, some investors may scrutinize dual officer/director roles for potential independence perceptions; company filings affirm independence status for Winter .

Director Compensation

Change‑in‑control agreements (non‑employee directors):

• On August 11, 2023, each non‑employee director (including Mary Winter) entered into a change‑in‑control agreement providing for immediate vesting of unvested equity and a $5 million cash payment upon a change in control (as defined), alongside similar but distinct economics for the CEO; these director agreements represent substantial COC cash entitlements .

Compensation Structure Analysis

• Increased equity plan capacity and automatic increases: Share reserve was expanded multiple times (e.g., +20M in March 2025; automatic 10% annual increase; further amended July 22, 2025 to automatic quarterly increases tied to fully‑diluted share count), increasing potential equity grants to employees/directors/consultants and dilution risk .
• Performance‑based equity available: The 2022 Plan supports performance‑based awards with broad financial and operational metrics, enabling pay‑for‑performance design if applied to director/executive grants .
• Option/award repricing or modifications: Company disclosures emphasize automatic increases and COC treatment; specific repricing of director awards not disclosed. Skip if not disclosed.

Related Party Transactions and Conflicts

• Consulting payments: Winter’s consulting agreement and payments are related‑party transactions disclosed in multiple periods ($60,000 per fiscal year) .
• Broader related‑party context: Multiple board/executive interlocks (e.g., DRIVEiT) disclosed for other directors/executives; Winter is not listed in those DRIVEiT roles in the reviewed sections .

Risk Indicators & Red Flags

• Significant golden parachute for non‑employee directors: $5 million COC cash per non‑employee director plus equity acceleration may weaken alignment with common shareholders in change‑of‑control scenarios .
• Frequent equity plan expansions: Automatic annual and quarterly share reserve increases under the 2022 Plan elevate dilution risk and potential insider selling pressure as new awards vest .
• Section 16(a) reporting: Mary Winter had late Form 4 filings, reflecting control/compliance risk though not necessarily misconduct .
• Insider trading controls: Policy prohibits pledging and hedging, mitigating misalignment via leverage or derivatives .

Equity Ownership & Alignment Details

Employment Terms (Severance and COC Economics)

Investment Implications

• Alignment: Winter’s current beneficial ownership appears de minimis in 2025 proxies (no holdings shown), reducing direct “skin‑in‑the‑game”; the insider policy mitigates pledging/hedging risks .
• Pay risk: The $5 million COC cash for non‑employee directors is outsized relative to typical micro‑cap director packages and may create perverse incentives around transactions; equity acceleration under the plan compounds this concern .
• Dilution/overhang: Repeated increases to the equity plan, including automatic quarterly expansions on a fully‑diluted basis, suggest persistent overhang and potential selling pressure as awards vest across employees/directors/consultants .
• Governance: The Board classifies Winter as independent despite her Corporate Secretary role; investors should note the dual‑role optics and monitor committee oversight and related‑party transactions (consulting fees) for independence rigor .

All information above is derived from MULN SEC filings and proxy materials as cited.