Susan Snow
About Susan Snow
Susan Snow (age 67) is an independent director of NeoVolta (NEOV) since July 2022 and serves as Audit Committee Chair; she is also a member of the Compensation and Nominating & Governance Committees. She is a CPA who began her career at KPMG before serving as a CFO in private industry; she later was Principal at Transitional Finance Partners (May 2009–Jan 2018) and Senior VP, Operations at Redhorse (Jan 2018–Dec 2021). She has been a director of Creative Medical Technology Holdings, Inc. since December 2021, and the Board designates her as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG | Audit professional (earned CPA) | Early career (not dated) | Foundation in audit/financial reporting; CPA credential |
| Private industry | Chief Financial Officer | Not disclosed (dates not provided) | Corporate finance and controllership experience |
| Transitional Finance Partners | Principal | May 2009 – Jan 2018 | Financial advisory/operations experience |
| Redhorse (consulting to U.S. government agencies) | Senior VP, Operations | Jan 2018 – Dec 2021 | Government-related operations leadership |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Creative Medical Technology Holdings, Inc. | Director | Dec 2021 | Current directorship disclosed in NEOV proxy |
Board Governance
| Committee | Role | FY2025 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 4 | All members independent and financially literate; Snow designated “audit committee financial expert.” Oversight includes auditor independence, financial statements, internal controls, and related-party review |
| Compensation | Member | 1 | All members independent/non-employee; oversees exec comp plans, agreements, and director pay |
| Nominating & Governance | Member | 1 | All members independent; oversees board composition, independence determinations, governance policies |
- Independence: The Board determined all directors except the CEO (Ardes Johnson) and CFO (Steve Bond) are independent under Nasdaq rules; Snow is independent .
- Attendance: In FY2025, each incumbent director attended 100% of Board and assigned committee meetings; the Board met four times .
- Audit Committee reporting: The Audit Committee report recommending inclusion of audited financials in the 10-K is signed by “Susan Snow, Chair” (FY2025; similar reports in FY2024/FY2023) .
- Board leadership/structure context: CEO also serves as Chair; committees are composed solely of independent directors .
Fixed Compensation
- Non-employee director program: Annual retainer of $65,000 cash equivalent; directors may elect all stock or a cash/stock mix; no additional fees for committee service; stock portion calculated quarterly and issued annually; cash portion paid quarterly .
- Non-employee director compensation cap: Aggregate non-employee director compensation (cash + equity at grant-date fair value) capped at $300,000 per calendar year under the 2019 Stock Plan .
| Metric | FY2023 | FY2025 |
|---|---|---|
| Annual retainer (cash equivalent) | $65,000 | $65,000 |
| Committee fees | $0 | $0 |
| Cash actually taken by Snow | $19,500 | $19,500 |
| Stock award value to Snow | $45,500 | $45,500 |
Performance Compensation
- Director equity structure: For non-employee directors, equity is part of the fixed $65,000 program (mix elected by director); no performance conditions for director equity are disclosed .
- Executive clawback policy (governance environment): NEOV adopted a Dodd-Frank Restatement Recoupment Policy to claw back erroneously awarded incentive-based compensation upon a restatement (execs only), reinforcing accountability culture .
| Item | Detail |
|---|---|
| Performance metrics for director pay | None disclosed; director compensation is a fixed retainer with stock/cash election |
Other Directorships & Interlocks
| Company | Role | Overlap/Notes |
|---|---|---|
| Creative Medical Technology Holdings, Inc. | Director (since Dec 2021) | No NEOV-disclosed interlocks or related-party dealings identified in the retrieved proxy excerpts |
Expertise & Qualifications
- CPA; designated “audit committee financial expert” by the Board under SEC/Nasdaq standards .
- CFO experience in private industry; financial and corporate expertise cited by NEOV .
- Senior operating leadership at Redhorse with government-facing operations .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Susan Snow | 53,333 | <1% | Includes shares held by The Susan Hegarty Snow Trust (Snow is a beneficiary). Based on 34,733,692 shares outstanding as of Oct 17, 2025 |
- Hedging and pledging: NEOV prohibits directors from hedging/short sales and from pledging their shares, aligning ownership with long-term shareholder interests .
- Section 16(a) compliance note: The Company disclosed late filings for Weeks, Mendik, and Bond; Snow was not cited among the exceptions in FY2025 .
Director Compensation Detail (Mix & Shares)
| Fiscal Year | Stock Awards ($) | Cash ($) | Total ($) | Share Count Detail |
|---|---|---|---|---|
| 2023 | 45,500 | 19,500 | 65,000 | 14,250 shares for service year ended Jun 30, 2023 |
| 2025 | 45,500 | 19,500 | 65,000 | 13,457 shares for service year ended Jun 30, 2025 |
The director program indicates Snow consistently elected a mix with $19,500 cash and the remainder in stock within the $65,000 annual framework; no committee retainers are paid, which concentrates director pay on the board retainer with stock as a meaningful component .
Governance Assessment
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Strengths
- Independent director; Audit Chair and audit committee financial expert with CPA and CFO background—appropriate for financial oversight in a growth-stage company .
- Strong engagement: 100% attendance in FY2025; signed Audit Committee reports across multiple years .
- Pay alignment safeguards: Prohibitions on hedging and pledging; director equity component within modest fixed retainer signals alignment without excessive risk-taking .
- Related-party oversight resides with the Audit Committee, which Snow chairs, including review/approval thresholds and criteria .
-
Watch items
- Board leadership combines CEO and Chair roles; while committees are fully independent, investors often prefer a separate Chair or Lead Independent Director for enhanced checks and balances .
- No additional committee fees can be viewed as cost-conscious but may under-incentivize heavier committee workloads; however, attendance was 100% in FY2025, mitigating engagement concerns .
-
Red flags observed
- None specific to Ms. Snow identified in retrieved proxy excerpts; Section 16(a) delinquency exceptions named other insiders (Weeks, Mendik, Bond), not Snow .