Ron Wages
About Ron Wages
Ron Wages (age 62) has served as an independent director of OVTZ since 2011 and is financially literate under NI 52-110, with a B.S. in Electrical Engineering (University of Maryland College Park) and an MBA (Honors) from the University of Houston Executive MBA Program . His disclosed experience includes leading project controls at Duke Energy for a $9B transmission capital portfolio and prior CEO/founder and semiconductor operating roles, indicating strong operations, engineering, and project governance credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vagues Solid State Lighting | Founder & Chief Executive Officer | Since January 2009 | Developed strategy and full business plan including sales goals, market research, budgets, P&L |
| MEMScAP Inc./JDS Uniphase | President & General Manager | Not disclosed | Managed day-to-day operations across sales, marketing, manufacturing, legal, finance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duke Energy | Director, Transmission Project Controls | Not disclosed | Leads team managing ~$9B portfolio of Transmission Capital Projects |
Board Governance
- Independence: The Board determined that Ron Wages is independent under NYSE American standards and is one of four independent directors on a six-person board .
- Committee assignments: Audit Committee member and Chairman; the committee consists of Anton J. Drescher (CFO), Maurice Loverso, and Ron Wages (Chair) .
- Audit committee literacy/independence: Wages is financially literate; the company states all audit committee members are independent except the CFO (Anton J. Drescher), who serves on the audit committee—implicating independence concerns. The audit committee met informally by telephone during fiscal 2024 and operates under a written charter (Schedule B) .
- Standing committees: Only the Audit Committee currently exists; no compensation, nominating, or governance committees have been constituted given company size .
- Executive sessions: Independent directors do not hold separate meetings without management present .
- Attendance policy: No formal policy for director attendance at annual meetings; all directors are encouraged to attend, and it was anticipated that two directors would attend the 2025 annual meeting in person .
- Tenure: Wages has served since 2011 .
- Legal proceedings: Company states no current legal proceedings adverse to directors or officers, nor material interest adverse to the company .
Fixed Compensation
| Component (Directors) | FY 2023 | Notes |
|---|---|---|
| Annual cash retainer | Nil | Company disclosed no director compensation in any form for FY 2023 |
| Committee membership fees | Nil | No fees paid |
| Committee chair fees | Nil | No fees paid |
| Meeting fees | Nil | No fees paid |
| Equity grants (RSU/DSU/Options to directors) | Nil | Directors received no equity compensation in FY 2023 |
| Current policy status | Not paying any compensation to directors/senior management | Potential for future stock options; no formal compensation committee |
Performance Compensation
| Plan/Instrument | Performance Metrics | Vesting | Grant Date | Shares/Value |
|---|---|---|---|---|
| Director equity/variable pay | None disclosed | None disclosed | None disclosed | None disclosed |
The board indicates independent directors collectively review compensation annually, but presently pays no director or senior management compensation; may grant incentive stock options in the future .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Ownership Type | Shares Outstanding (Reference) |
|---|---|---|---|---|
| Ron Wages | 200,000 | <1% (star noted in proxy) | Held directly | 91,422,569 as of Aug 25, 2025 |
Company notes no knowledge of pledging arrangements that could result in changes of control; pledging not disclosed for Wages .
Expertise & Qualifications
- Financial literacy under NI 52-110; capable of reading and understanding complex financial statements .
- Technical/operational leadership across energy infrastructure and semiconductor/LED manufacturing; P&L, multi-functional management, project controls .
- Education: B.S. Electrical Engineering (University of Maryland College Park); MBA (Honors), University of Houston Executive MBA Program .
Governance Assessment
- Positive signals:
- Independent director with deep operational and project governance experience; financially literate for audit oversight .
- No adverse legal proceedings disclosed involving the director .
- Red flags:
- Audit Committee chaired by Wages includes the company’s CFO (not independent), undermining best-practice independence; committee met informally by phone (limited formal cadence) .
- Independent directors do not hold executive sessions without management—weakens independent oversight .
- Absence of compensation, nominating, or governance committees despite continuation over multiple years; the board intends to constitute them in future, but timing uncertain .
- No director compensation and minimal equity alignment (200,000 shares, <1%)—may reduce economic alignment, though it avoids pay-related conflicts .
- Related-party/insider filings:
- Company reported related party payables of $137,475 as of Dec 31, 2023 (not attributed to Wages individually) .
- Section 16(a) compliance: based on company review, applicable insiders complied with filing requirements in FY 2023 .