George Oliva
About George Oliva
George Oliva, age 64, is Director, Interim Chief Executive Officer (since October 31, 2025), and Chief Financial Officer (since October 2023) of RYVYL. He is a CPA (inactive) and holds a B.S. in Business Administration from UC Berkeley (Accounting and Finance), with 30+ years’ senior finance experience spanning corporate finance, treasury, FP&A, international tax, and strategic planning . Company pay-versus-performance disclosures show cumulative TSR deterioration and persistent losses: a $100 investment measured at $3.10 for 2024 (versus $9.90 for 2023, $10.95 for 2022) and net losses of $(26.8)M in 2024, $(53.1)M in 2023, $(49.2)M in 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| WiSA Technologies | Chief Financial Officer & Corporate Secretary | 2019–2024 | Public-company CFO role; finance leadership and governance |
| Penguin Computing | Chief Financial Officer | 2009–2013 | Led through rapid growth; twice on SVBJ fastest-growing private companies list |
| StreamLogic (Hammer Storage Solutions) | Chief Financial Officer | Not disclosed | Navigated going-private transaction |
| Hardesty LLC | Partner | Not disclosed | Executive services; interim roles across industries |
| Conner Peripherals; Read-Rite | Operations Controller (FP&A/ops support) | Not disclosed | Financial planning/ops support at >$1B revenue storage companies |
| Arthur Andersen & Co. | Auditor | Early career | Foundational audit experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or external board roles disclosed |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (updates) |
|---|---|---|---|
| Base Salary ($) | $66,666 | $320,000 | Increased to $375,000 effective Jan 1, 2025 |
| Actual Bonus Paid ($) | $0 | $0 | Retention bonus $225,000 (two installments post-merger closing) |
| All Other Compensation ($) | $3,019 | $46,752 | Not disclosed (2025 YTD) |
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| RSUs (272,000 units; grant date Apr 8, 2025; grant FV $214,880) | Service/time-based; no metric disclosed | Not disclosed | Not disclosed | Time-based vesting; no payout metric disclosed | Tranches vest between May 15, 2025 and Feb 18, 2028 |
| Post-merger retention cash | Service-based continued employment | Not disclosed | $225,000 total | $112,500 at 6 months; $112,500 at 12 months post-closing, contingent on continued employment/performance as assigned | Two cash installments after post-closing employment start |
| Post-merger stock options (≥2% FD) | Service/time-based; performance bonus also eligible | Not disclosed | ≥2% fully diluted options | No vest for first 12 months; then vests monthly over next 12 months | 12-month cliff; 12 equal monthly tranches thereafter |
| Annual performance bonus | Company/CEO-Board determined | Not disclosed | Not disclosed | Eligible; metrics/targets not disclosed | Pay per applicable program; terms discretionary |
No explicit revenue, EBITDA, TSR percentile, or ESG-linked metrics are disclosed for Oliva’s incentives; 2025 RSUs and post-merger options appear primarily service/time-based .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership | 65,488 common shares; <1% of outstanding voting power |
| Shares outstanding (record date) | 36,085,978 common shares; 50,000 Series C preferred (aggregate 7,202,092 votes) |
| Vested vs unvested | As of 12/31/2024, no equity awards outstanding; 272,000 RSUs granted in April 2025 will vest over 2025–2028 |
| Options exercisable/unexercisable | None outstanding as of 12/31/2024; post-merger options (≥2% FD) will vest 12+12 schedule |
| Hedging/pledging | Insider Trading Policy adopted Feb 15, 2024; company maintains 10b5-1 trading plan; no specific pledging/hedging prohibitions disclosed |
| Ownership guidelines | Not disclosed |
Employment Terms
| Agreement | Term | Base/Bonus | Severance/Acceleration | Protective Covenants |
|---|---|---|---|---|
| CFO Employment Agreement (effective Sep 22, 2025) | At-will | Base set annually; bonus eligibility per company programs; benefits participation | If terminated without cause or for Good Reason: 12 months base salary; COBRA premium contribution for 12 months; immediate full vesting of all outstanding unvested time-based and performance-based equity awards; pro-rata accrued bonus; subject to release | Confidentiality; indemnification; California law; notice/cure for cause/good reason |
| Post-Closing Employment Agreement (effective at merger closing) | 2 years | Base $375,000; $225,000 retention bonus (two installments at 6 and 12 months); eligible annual performance bonus; options ≥2% FD (12-month cliff, then monthly vest over 12 months) | If terminated without cause: base salary payable through end of term in monthly installments; acceleration of retention bonus and equity; continued group health insurance up to 12 months or until comparable coverage attained | Confidentiality; non-compete; non-solicitation; indemnification |
No separate change-of-control multiples are disclosed; post-closing agreement embeds retention/option economics and acceleration protections . The CFO employment agreement’s severance is single-trigger (termination without cause or Good Reason) with equity vesting acceleration .
Board Governance
- Board service: Oliva has served as Director since September 2025 and currently holds dual executive roles (Interim CEO and CFO) .
- Committee roles: Audit Committee (Moyer, Chair; Browndorf), Compensation Committee (Jones, Chair; Browndorf), Nominating Committee (Moyer, Chair; Jones). Oliva is not listed as serving on these committees .
- Independence: Board determined that Moyer, Browndorf, and Jones are independent under Nasdaq Rule 5605; Oliva, as a current executive, is not independent .
- Governance risks and remediation: Audit Committee currently has only two independent members; company intends to add a third by February 27, 2026 to cure Nasdaq composition noncompliance; failure could result in Nasdaq delisting risk . The company also faces minimum bid price deficiency and may effect a reverse split (1-for-20 to 1-for-50) to regain compliance, with explicit trade-offs outlined .
- Attendance: All directors attended the company’s 2024 annual meeting; 2024 board/committee meeting attendance was 100% for serving directors (Oliva was not a 2024 director) .
Director Compensation (for non-employee directors; informational)
| Component | Amount |
|---|---|
| Monthly cash retainer (current structure) | $5,000/month to non-employee directors; committee chairs historically received higher cash/equity under prior BOD Agreements |
| Equity | Periodic awards under the 2023 Equity Incentive Plan; details vary by director and period |
As an employee-director, Oliva’s compensation is covered under executive arrangements, not the non-employee director program .
Compensation Structure Analysis
- Shift toward service-based retention: 2025 RSUs (272,000) and post-merger retention cash/options emphasize time-based/service tenure rather than explicit operational metrics (e.g., revenue/EBITDA/TSR). This lowers near-term performance risk for the executive but may weaken pay-for-performance linkage absent disclosed goals .
- Guaranteed severance and acceleration: CFO employment agreement provides 12 months salary and full equity acceleration upon termination without cause/Good Reason; post-closing agreement provides salary through end of term and accelerated retention/equity. This cushions downside risk and could create “stay then vest” incentives regardless of external performance .
- Disclosures: No explicit clawback policy, tax gross-ups, ownership-multiple guidelines, or detailed annual bonus metrics were disclosed for Oliva. Insider Trading Policy and use of 10b5-1 exist, but hedging/pledging specifics are not disclosed .
Related Party Transactions and Risk Indicators
- Section 16 compliance: Company disclosed late Section 16 filings among insiders, including one late Form 4 for Oliva (two transactions), indicating historical administrative control gaps (company implementing equity software and POAs to improve filing timeliness) .
- Legacy related-party transactions: Historical transactions with PrivCo and Sky Financial; while not involving Oliva, they reflect governance/controls backdrop and litigation remediation efforts (Sky settlement in 2025) .
- Listing/compliance risk: Minimum bid price deficiency and audit committee composition shortfall; reverse split/increase in authorized shares proposed to address financing, merger, and listing continuity .
Multi-Year Compensation (Summary)
| Metric | 2023 | 2024 | 2025 Notes |
|---|---|---|---|
| Salary ($) | $66,666 | $320,000 | Raised to $375,000 effective Jan 1, 2025 |
| Bonus ($) | $0 | $0 | $225,000 retention bonus post-merger (two installments) |
| Stock Awards ($) | $49,997 | $0 | RSUs 272,000 units; grant FV $214,880 |
| Options Awards ($) | $0 | $0 | Post-merger options (≥2% FD) with 12+12 vest |
| All Other Comp ($) | $3,019 | $46,752 | Not disclosed |
Company Pay-versus-Performance (Backdrop)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 investment (TSR) | $10.95 | $9.90 | $3.10 |
| Net Income (Loss) ($) | $(49,235,698) | $(53,101,287) | $(26,825,337) |
Investment Implications
- Alignment: Oliva’s equity-heavy 2025 package (RSUs and planned options) plus retention cash promotes tenure through merger integration but lacks disclosed performance hurdles, diluting pay-for-performance rigor amid negative TSR and losses. Expect limited incentive for near-term margin/EBITDA targets without explicit metrics .
- Retention & selling pressure: RSU tranches vest from May 15, 2025 through Feb 18, 2028, creating periodic potential supply; presence of 10b5-1 planning mitigates trading optics but no pledging/hedging specifics disclosed. Low personal ownership (<1%) reduces “skin in the game” until options vest; watch Form 4s around vesting dates .
- Governance risk: Dual executive roles (Interim CEO + CFO + Director) heighten independence concerns; audit committee composition remediation and reverse split/increase in authorized shares are critical near-term governance/listing catalysts affecting equity overhang and dilution risk .
- Downside protections: Generous severance and equity acceleration (single-trigger in CFO agreement; robust acceleration in post-closing agreement) lessen personal downside, potentially weakening hard execution incentives if performance slips; monitor bonus frameworks post-closing for tighter metric linkage .
Key watch items: merger closing and post-closing role/option grant execution , audit committee cure timeline , reverse split decision/timing , and any new disclosures of bonus metrics or clawbacks in future proxies.