William Miltner

About William Miltner

Independent-minded litigation attorney and long-time law firm founder, William Miltner (age 63) has served as a Class III director of Mullen Automotive since 2021 (at/after the merger closing), bringing 30+ years of complex litigation, real estate and business dispute resolution experience; he was admitted to the California Bar in 1988 . He currently co‑founds and leads Miltner & Menck, APC, and previously co‑founded Perkins & Miltner, LLP before forming Miltner Law Group, APC in 2006 .

Past Roles

External Roles

• No other public company directorships disclosed in MULN’s proxy filings. Miltner’s primary external role is as a law firm co‑founder/partner (see Past Roles) .

Board Governance

• Board class and tenure: Class III director; term runs to 2027 .
• Committee assignments: Not listed on Audit, Compensation, or Nominating & Governance; current committees are chaired/manned by other directors (Audit: Puckett, Betor, Andersen; Compensation: Puckett, Andersen, Betor; Nominating & Governance: Betor, Winter, Puckett) .
• Independence: Board determined a majority of directors are independent (Winter, Puckett, Betor, Andersen); Miltner is not identified as independent, reflecting related‑party ties (see Related Party section) .
• Attendance: In FY2024, no director attended fewer than 75% of aggregate Board/committee meetings (Board held 12; Audit 3; Compensation 2; Nominating 0) .

Fixed Compensation

Policy and actual director pay mix indicate a meaningful equity component:

• Policy (non‑employee directors): $50,000 annual cash retainer; additional fees for committee service (members: $5,000 Comp/NCG; $10,000 Audit; chairs: $7,500 Comp/NCG; $45,000 Audit chair; Lead Independent Director: $25,000); plus an annual stock award equal to $100,000 divided by the closing price on grant date (paid under the equity plan) .
• FY2024 Actual for Miltner:

Implication: 2024 compensation weighted toward equity (approx. two‑thirds equity), aligning part of pay with shareholder outcomes .

Performance Compensation

• Annual equity grant structure: fixed grant value of $100,000 (shares determined by closing price on grant date) under the 2022 Equity Incentive Plan .
• Equity plan features: options/SARs can’t be repriced without shareholder approval; 10‑year term; forfeited/expired awards return to the share pool .
• Company adopted a clawback policy in Nov 2023 for incentive compensation (primarily executives), to recoup excess incentive pay after an accounting restatement .

Other Directorships & Interlocks

• Interlocks: None disclosed with MULN competitors/suppliers/customers as board interlocks.
• Related‑party transaction: Miltner concurrently provides legal services to Mullen and subsidiaries, receiving $1,180,733 in fees in FY2024; he has provided legal services since 2020 (see Risk/Conflicts) .

Expertise & Qualifications

• Litigation counsel with deep experience in complex real property, construction, title insurance, and lender litigation; has represented public and private companies and financial institutions .
• Professional affiliations: American and San Diego County Bar Associations; American Business Trial Lawyers Association; admitted to California Bar in 1988 .

Equity Ownership

Note: MULN effected multiple reverse splits in 2023–2025; the table above reflects shares as presented in the company’s beneficial ownership table for that meeting record date .

Governance Assessment

Key findings for investors assessing board effectiveness, alignment, and risks:

• Independence and Committees

  • Not independent: Miltner is not listed among independent directors; Board’s identified independents are Winter, Puckett, Betor, Andersen .
  • No committee roles: Not assigned to Audit, Compensation, or Nominating & Governance—limits direct influence over financial oversight, pay governance, and nominations .

• Attendance & Engagement

  • Met attendance threshold: Company reports no director under 75% attendance in FY2024; suggests baseline engagement .

• Compensation Alignment

  • Director pay structure emphasizes equity; Miltner’s 2024 mix ($52k cash; $101k stock) provides partial alignment with shareholder returns .

• RED FLAGS / Conflicts & Related‑Party Exposure

  • Significant related‑party fees: Miltner’s law firm billed $1.18M in FY2024. This is material and may impair perceived independence and raise conflict‑of‑interest concerns; best practice is robust Audit Committee review and disclosure (MULN’s Audit Committee oversees related‑party transactions) .
  • Extraordinary change‑in‑control cash: Non‑employee directors (including Miltner) have $5 million cash payments on a change in control, with full vesting of unvested equity—an unusually large “golden parachute” for outside directors, potentially misaligning incentives in strategic transactions (strong dilution and governance optics risk) .
  • Anti‑hedging/pledging: Company policy prohibits insiders from hedging and pledging company stock, which supports alignment; compliance for directors is required under “insiders” policy umbrella .

• Shareholder Signals

  • Equity plan and CEO award amendments continue to expand equity usage; shareholders approved the CEO performance award amendments (Proposal 8) at the 2025 annual meeting, indicating tolerance for aggressive equity incentives at the top—board oversight of dilution and pay-for-performance remains a focal point .

Overall: While Miltner brings relevant legal expertise and meets attendance norms, the combination of (a) non‑independence due to ongoing legal services, (b) no committee assignments, and (c) very large director change‑in‑control payments presents governance optics and incentive‑alignment risks. Investors should monitor Audit Committee oversight of related‑party legal spend, any shifts in committee composition that increase independent oversight, and potential renegotiation of director CIC terms to better align with best practices .

Appendix: Policy & Reference Highlights

• Non‑employee director pay policy (cash/equity structure)
• Board/committee composition and independence determinations
• Director attendance levels in FY2024
• Director CIC agreements: $5M cash to each non‑employee director upon change in control; full vesting of unvested equity
• Related‑party services and fees (Miltner legal services)
• Insider trading policy prohibits hedging/pledging by insiders
• Beneficial ownership (Aug 15, 2024 record date)