Gary K. Wunderlich, Jr.
About Gary K. Wunderlich, Jr.
Independent Class III director at Navitas Semiconductor (NVTS), age 55, with term expiring at the 2027 annual stockholders’ meeting; member of the Governance & Sustainability Committee. Background spans investment banking and securities leadership, including founder/CEO of Wunderlich Securities, senior roles across multiple SPACs, and regulatory/industry board service (SIFMA, ASA, FINRA). Education: BA in Economics (University of Virginia) and MBA (University of Memphis). We believe the company views his securities/investment expertise as core credentials for board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Live Oak Acquisition Corp. II | Officer | Aug 2020 – Oct 19, 2021 (Business Combination) | SPAC leadership pre-combination |
| Live Oak Crestview Climate Acquisition Corp. | President, CFO, Secretary, Director | Feb 2021 – Nov 2023 | Oversaw SPAC; redeemed shares in 2023 |
| Live Oak Acquisition Corp. | Officer | Jan 2020 – Dec 2020 | Completed combination with Meredian/Danimer Scientific |
| Live Oak Merchant Partners | Co-founder & Managing Partner | Since 2019 | Merchant bank; capital/advisory to middle-market firms |
| Wunderlich Securities, Inc. | Founder & CEO | 1996 – 2017 | Full-service investment banking/brokerage; merged into B. Riley |
| SIFMA | National Board of Directors (Member) | 2016 – 2018 | Industry policy/advocacy |
| American Securities Association | Founding Board Member | 2016 – 2018 | Industry representation |
| FINRA | National Advisory Board; District 5 Committee Member/Chair; National Membership Committee Member | Various | Securities regulation engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PNFP Capital Markets, Inc. (subsidiary of Pinnacle Financial Partners, NASDAQ: PNFP) | President & CEO | Since Dec 2023 | Banking/capital markets subsidiary leadership |
| Valuence Merger Corp. I (NASDAQ: VMCA) | Director | Since Feb 2022 | Asia-focused SPAC directorship |
Board Governance
- Committee assignments: Member, Governance & Sustainability Committee; committee members are board-designated independent under SEC/Nasdaq rules .
- Independence status: Only independent directors may serve on audit, compensation, and governance committees; his committee membership indicates independence per company determination .
- Attendance/engagement: In FY2024, board held 11 meetings; audit 8, compensation 5, governance 2; each director attended ≥75% of board and committee meetings; all directors participated in the 2024 annual meeting .
- Board structure: Classified board; Gary is Class III with term to 2027. Lead Independent Director is Brian Long; Executive Steering Committee formed in Apr 2025 chaired by Ranbir Singh (Gary is not listed as a member) .
- Indemnification: Company provides full indemnification/expense advancement under Delaware law; indemnification agreements filed as Exhibit 10.8 to 2024 Annual Report .
- Shareholder voting signals (2025 annual meeting): Say-on-Pay approved (For: 78,102,368; Against: 2,531,474; Abstain: 1,799,688; Broker non-votes: 47,743,002). Class I directors reelected with robust support (Sheridan 79.5M For; Singh 73.3M; Amoruso 75.4M) .
Fixed Compensation
| Component | Amount ($) | Period/Notes |
|---|---|---|
| Fees earned or paid in cash (Gary K. Wunderlich, Jr.) | $50,000 | FY2024; quarterly in arrears |
| Non-employee director annual retainer | $45,000 | Standard program |
| Governance & Sustainability Committee member fee | $5,000 | Chairs receive 2x member fees; Gary is a member |
| Meeting fees | None disclosed | Cash program is retainer/committee-based |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting/Metrics |
|---|---|---|---|---|
| RSUs (annual director grant) | Jun 7, 2024 | 31,460 | $140,000 | Time-based: vests in full immediately prior to next annual meeting (or 1 year post-grant if meeting outside 30-day anniversary window); no performance metrics |
Policies: Equity grants follow fixed annual grant scheduling post prior-year results; awards made in “open windows.” Company prohibits hedging, short sales, and speculative transactions; encourages 10b5-1 plans. No option repricing; clawback policy in place for incentive comp. Director equity grants are RSU-based (not options) .
Other Directorships & Interlocks
| Entity | Interlock/Interest | Detail |
|---|---|---|
| Live Oak Sponsor Partners II, LLC | Managing member; pecuniary interest | 1,263,000 “Sponsor Earnout Shares” subject to vesting at stock price targets ($12.50/$17.00/$20.00) by Oct 19, 2026; none vested to date |
| Executive Steering Committee (NVTS) | Governance change context | Formed Apr 23, 2025 per agreement with Ranbir Singh/SiCPower; Gary not a member |
Expertise & Qualifications
- Securities/investment banking executive; founder/CEO experience; extensive SPAC leadership; regulatory governance via FINRA/SIFMA/ASA board roles .
- Academic credentials in economics and business administration (UVA, University of Memphis) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Gary K. Wunderlich, Jr. | 1,825,473 | 1.0% (out of 191,763,399 shares) | Includes 1,263,000 shares held by Live Oak Sponsor; Wunderlich is a managing member with deemed beneficial ownership |
| Shares pledged | None disclosed for Wunderlich | — | Footnotes disclose pledges for other insiders (e.g., Sheridan) but not for Wunderlich |
Governance Assessment
-
Strengths:
- Independent director serving on Governance & Sustainability Committee; company reports ≥75% attendance across directors; all directors participated in 2024 annual meeting .
- Director compensation structure favors equity alignment via annual RSU grants with standardized fair value ($140k); no meeting fees that could incentivize volume over substance .
- Robust governance policies: no hedging/short sales/speculation; clawback; no option repricing; fixed grant timing; documented indemnification framework .
- Shareholder support evidenced by strong say-on-pay approval and reelection vote levels at 2025 annual meeting .
-
Potential RED FLAGS / Watch items:
- Sponsor earnout alignment: As managing member of Live Oak Sponsor, Wunderlich has a pecuniary interest in “Sponsor Earnout Shares” that vest only if NVTS stock sustains specified price targets through Oct 19, 2026; while common in de-SPAC structures, this creates a stock price target-driven incentive that investors should monitor for potential short-termism or perceived conflicts in strategic decisions .
- Related-party context: No related-party transactions disclosed involving Wunderlich; however, the company disclosed governance changes via an agreement with Director Ranbir Singh/SiCPower, including forming an Executive Steering Committee. Monitor for balance of influence across committees and board governance cohesion .
-
Not disclosed/No evidence:
- Director-specific stock ownership guidelines or compliance status; meeting-by-meeting attendance rate for Wunderlich; performance-based director equity metrics; hedging/pledging by Wunderlich (no pledge noted) .
Say-on-Pay & Shareholder Feedback
| Proposal | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Advisory approval of NEO compensation (2025) | 78,102,368 | 2,531,474 | 1,799,688 | 47,743,002 |
Notes on Compensation Committee and Governance Processes
- Compensation Committee (independent members; uses independent consultant; annual benchmarking; oversees director compensation; no delegation of executive comp authority) .
- Governance & Sustainability Committee (Gary is a member): oversees director nominations, ESG framework, board performance evaluations, committee composition, governance practices/charters .
Related-Party Transactions Policy
- Formal policy covering transactions >$120k involving related persons; audit committee review; arm’s-length requirements; detailed disclosures included in proxy .
Director Compensation Program Summary (for context)
| Component | Fee per Year |
|---|---|
| Non-employee director annual retainer | $45,000 |
| Lead Independent Director | $20,000 |
| Audit Committee member (chair 2x) | $10,000 |
| Compensation Committee member (chair 2x) | $7,500 |
| Governance & Sustainability Committee member (chair 2x) | $5,000 |
Equity: Annual RSU grant with $140,000 grant-date fair value; vesting prior to next annual meeting; standard award agreements under the Equity Plan .
Conclusion
Wunderlich presents strong financial markets expertise and independent committee service, with good attendance and standardized equity alignment. The Live Oak Sponsor earnout exposure is the most material potential conflict to monitor, as it ties a portion of his pecuniary interest to stock price milestones before Oct 2026. Overall, governance policies (insider trading, anti-hedging, clawback, no repricing) and shareholder support trends are constructive for investor confidence, with continued oversight of committee dynamics and sponsor-linked incentives warranted .