Ardes Johnson
About Ardes Johnson
Ardes Johnson (age 55) is Chief Executive Officer (since April 29, 2024) and a director (since February 2025). He previously served as president of Meyer Burger’s U.S. subsidiary and held executive sales roles at General Electric and Tesla; he holds a B.S. in engineering from Texas Tech University and an MBA from Southern Methodist University . Under his tenure, NeoVolta’s FY2025 revenue grew 219% to $8.4 million and the company guided Q1 FY2026 revenue to surpass $6.5 million, marking a fourth consecutive record quarter . The board states Mr. Johnson is also Chairman; a majority of the board and all board committees are independent .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Meyer Burger (U.S. subsidiary) | President | Not disclosed | Led U.S. operations for a major solar cell/module manufacturer |
| General Electric | Executive sales positions | Not disclosed | Industrial sales leadership experience |
| Tesla | Executive sales positions | Not disclosed | Industrial/energy-related sales experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in proxy | — | — | No external public company directorships disclosed in the biography section |
Fixed Compensation
| Component | FY2024 | FY2025 | Terms |
|---|---|---|---|
| Base Salary ($) | $58,333 | $350,000 | Employment agreement sets base at $350,000 |
| Target Cash Bonus (% of base) | Not disclosed | 100% | Maximum 150% of base |
| Annual Equity Grant Target Value ($) | $2,854,000 (initial RSU grant fair value) | $660,000 (target value for annual equity grant) | Annual equity grant based on achievement of goals |
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Company performance metrics (not specified) | Not disclosed | 100% of base | Not disclosed | Not disclosed | N/A |
| Annual Equity Grant | Goal-based (specific metrics not specified) | Not disclosed | $660,000 target value | Not disclosed | Not disclosed | Determined annually |
| RSU Award (granted Apr 29, 2024) | Time-based | N/A | 1,280,000 RSUs | 320,000 vested as of Jun 30, 2025 | N/A | Vests over 4 years; 960,000 unvested at FY2025 year-end |
Notes:
- NeoVolta has adopted a Dodd-Frank recoupment (clawback) policy covering erroneously awarded incentive-based compensation after October 2, 2023, in the event of a required financial restatement .
- The company does not grant equity awards close in time to material nonpublic information releases .
Equity Ownership & Alignment
| Item | Amount | As of | Notes |
|---|---|---|---|
| Beneficial Ownership (shares) | 320,000 | Oct 17, 2025 | Less than 1% of 34,733,692 shares outstanding |
| Vested RSUs | 320,000 | Jun 30, 2025 | Portion of initial 1,280,000 RSU award |
| Unvested RSUs | 960,000 | Jun 30, 2025 | Market value $3,168,000 at $3.30/share |
| Options (exercisable/unexercisable) | None disclosed | — | No option awards listed in FY2025 outstanding awards table |
| Shares pledged as collateral | Prohibited | — | Company prohibits pledging and hedging by directors/executives |
Additional alignment policies:
- Hedging and short sales are prohibited for directors and employees .
- Pledging arrangements are not permitted .
Employment Terms
| Term | Detail |
|---|---|
| Start Date and Role | CEO since April 29, 2024; Director since February 2025 |
| Agreement Term | Initial term through June 30, 2027; auto-renews for successive one-year terms unless either party opts out |
| Severance | If terminated without cause or resigns for good reason: six months base salary plus prorated annual bonus for the fiscal year |
| Change-of-Control | Not specified for CEO in disclosed summary; note that October 2025 COO/CTO agreements include accelerated vesting upon Change in Control or certain terminations |
| Benefits | Eligible for standard employee benefits; 401(k) with company matching beginning in FY2025 |
| Clawback | Dodd-Frank restatement recoupment policy applies |
| Non-compete/Non-solicit | Not disclosed for CEO in proxy summary |
Board Governance
- Board Service: CEO and Chairman; director since February 2025; no committee memberships listed for Mr. Johnson .
- Independence: Board has a majority of independent directors; Audit, Compensation, and Nominating & Governance Committees are composed solely of independent directors .
- Committee Composition: Audit—Chair Susan Snow; Compensation—Chair John Hass; Nominating & Governance—Chair Chandler Weeks .
- Attendance: Board held four meetings in FY2025; each incumbent director attended 100% of board and committee meetings during their service period .
- Dual-role implications: The board has no policy mandating separation of Chairman/CEO roles and believes combined roles are appropriate given company size; majority independent board/committees provide oversight .
Director Compensation (Context)
- Non-employee directors receive the cash equivalent of $65,000 per year for board service; no additional committee fees; compensation can be elected in stock or combination of cash and stock .
- FY2025 Director Compensation examples: Weeks—$32,500 stock only; Snow—$45,500 stock + $19,500 cash; Hass—$65,000 stock only .
Performance & Track Record
- FY2025 Results: Revenue increased 219% to $8.4 million; net loss $5.0 million; gross margin 18%; Q4 FY2025 revenue $4.75 million with gross margin 12% .
- Q1 FY2026 Outlook: Company expects revenue to surpass $6.5 million (~1,000% YoY), fourth consecutive record quarter .
- Strategic Initiatives: Launched 250kW/430kWh C&I BESS; announced NV16kW AC hybrid inverter; secured $5 million line of credit (16% interest, asset-secured, S-3 issuance restricted without lender consent); advanced DOE Title 17 Loan Program application to conditional commitment phase; executed asset purchase for Neubau Energy’s modular battery platform with milestone-based share issuance and unit royalties .
Investment Implications
- Pay-for-performance alignment: CEO compensation emphasizes at-risk pay via a substantial four-year RSU grant and goal-based annual equity awards; target bonus set at 100% of salary, with defined severance limited to six months salary plus prorated bonus, which moderates downside risk to shareholders if performance falters .
- Vesting and potential selling pressure: 320,000 RSUs vested by June 30, 2025 with 960,000 unvested, implying ongoing time-based vesting; while hedging/pledging are prohibited, periodic vesting could create supply overhang if sales occur, though formal 10b5-1 permissions were explicitly noted for other executives rather than the CEO .
- Governance checks on dual role: CEO also serves as Chairman, but committee independence, majority independent board, and 100% attendance mitigate some independence concerns; investors should monitor continued committee oversight quality and any future appointment of a lead independent director .
- Execution risk vs. growth: Rapid revenue acceleration, product launches, and DOE financing progression are positives, but liquidity constraints (e.g., high-cost LOC secured by all assets and restricted use of the S-3) and continued net losses indicate execution and financing risks that could influence compensation outcomes and dilution risk under milestone-based share issuance for acquisitions .
- Ownership alignment: CEO holds a modest percentage of shares outstanding (<1%) with a large unvested RSU balance, aligning incentives with multi-year value creation; prohibited hedging/pledging further supports alignment .