Olivier Vincent
About Olivier Vincent
Independent Class II director of Serve Robotics Inc. since July 2023; age 61; currently Audit Committee member and Compensation Committee chair. Background includes CEO roles in technology and marketplaces; education: Masters of Engineering in Computer Science (ENSTA Paris) and Masters of Business, Entrepreneurship (HEC Paris). The Board has affirmatively determined he is independent under Nasdaq standards; he attended at least 75% of aggregate Board and applicable committee meetings in FY2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WeatherBug | President | Dec 2016–Jan 2019 | Led consumer weather application operations |
| Spliqs (AI tech) | Chief Executive Officer | Jan 2019–Mar 2020 | Early-stage AI leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Autozen Technology Ltd. | Co‑founder & Chief Executive Officer | Mar 2020–Present | Automobile marketplace startup |
| Wishpond Technologies Ltd. (TSX; OTC WPNDF) | Director | Dec 2020–Present | Canadian public company directorship |
Board Governance
- Committees: Audit (member) with Goldberg (chair) and Sarafan; Compensation (chair) with Sarafan; Nominating & Governance currently led by Goldberg (chair) .
- Independence: Independent under Nasdaq and SEC rules; Board majority independent; audit and compensation committees fully independent .
- Attendance: Each incumbent director except Sarfraz Maredia attended at least 75% of Board and committee meetings in FY2024; Board met 7x; Audit 6x; Compensation 3x .
- Board structure context: CEO serves as Chairman; independent directors and committee chairs provide oversight balance .
Fixed Compensation
| Component | Amount | Timing/Terms | Source |
|---|---|---|---|
| Annual Board retainer (cash) | $20,000 | Paid quarterly in arrears | Director Compensation Policy |
| Audit Committee member retainer (cash) | $5,000 | Paid quarterly in arrears | Policy |
| Compensation Committee member retainer (cash) | $5,000 | Paid quarterly in arrears | Policy |
| Initial cash payment | $11,250 | Paid Mar 31, 2024 (catch-up for prior service) | Policy notes recipients incl. Olivier Vincent |
| Cash fees actually earned FY2024 | $30,000 | Reported in Director Compensation table | Proxy disclosure |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| Nonstatutory Stock Option | Apr 18, 2024 | 20,000 | $41,200 | Vests 100% on Apr 18, 2025 | None; time-based vesting |
| Annual Director RSU policy | At each annual meeting | 20,000 RSUs | Fair value at grant price | Vests earlier of 1-year anniversary or next annual meeting; prorated | Time-based; grant contingent on effective S‑8 |
No director-specific performance metrics (revenue, EBITDA, TSR, ESG) are tied to Mr. Vincent’s awards; his disclosed FY2024 equity award is time-based .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Wishpond Technologies Ltd. (TSX; OTC WPNDF) | Public | Director | No Serve-related transaction disclosed; informational interlock only |
| Autozen Technology Ltd. | Private | CEO | Marketplace in automobiles; no related-party transactions with Serve disclosed |
- Related-party participation: Mr. Vincent participated in Serve’s July 31, 2023 Private Placement on the same terms as other investors; not pursuant to pre-existing rights .
Expertise & Qualifications
- Technology/operator experience: CEO roles in AI and marketplaces; president of consumer app WeatherBug .
- Education: ENSTA Paris (Masters in Engineering, Computer Science); HEC Paris (Masters in Business, Entrepreneurship) .
- Board skills: Compensation oversight (committee chair); audit committee member; not designated an “audit committee financial expert” (designation assigned to Goldberg and Sarafan) .
Equity Ownership
| Holding Category | Amount | Status/Details | Ownership % |
|---|---|---|---|
| Common shares owned | 9,928 | Direct ownership | <1% (7) |
| Stock options | 20,000 | Will become vested within 60 days of Apr 14, 2025 | <1% (7) |
| Total beneficial ownership | 29,928 | Shares + options counted per SEC rules | <1% |
- Hedging/pledging: Company Insider Trading Policy prohibits hedging transactions for directors; no pledging disclosures for Mr. Vincent .
- Ownership guidelines: Not disclosed for directors in the proxy; RSU policy aligns director pay with shareholders via annual equity grants .
Insider Trades
| Date Filed | Form | Note |
|---|---|---|
| Mar 10, 2025 | Form 4 | Filed late per Section 16(a) disclosure |
Governance Assessment
-
Strengths
- Independence and committee leadership: Independent director; chairs Compensation Committee; member of Audit Committee—positions central to oversight of pay and financial reporting .
- Attendance and engagement: Met at least the 75% attendance threshold amid 7 Board meetings; active committee participation (Audit 6 meetings; Compensation 3) .
- Alignment: Director cash retainer plus equity exposure (options; RSU policy) and prohibition on hedging support shareholder alignment .
-
Watch items / red flags
- Section 16(a) delinquency: Late Form 4 filing noted (administrative oversight risk) .
- Compensation structure: FY2024 award was an option with time-based vesting; no disclosed performance criteria—less at-risk structure versus PSUs, though annual director RSUs are also time-based by policy .
- Board leadership concentration: CEO also serves as Chairman; independent committees provide counterbalance but concentration is a structural risk to some investors .
-
Related-party / conflicts
- Mr. Vincent participated in the Private Placement with insiders on market terms; no other related-party transactions involving him disclosed .
- Significant related-party ties exist at the company level with Uber/Postmates and NVIDIA; not directly linked to Mr. Vincent’s interests .
Director Compensation (FY2024 Detail)
| Metric | Amount ($) | Notes |
|---|---|---|
| Cash fees (Board + Committees) | 30,000 | Reported “Fees earned or paid in cash” |
| Option award grant-date fair value | 41,200 | 20,000 options granted Apr 18, 2024; vest Apr 18, 2025 |
| Stock awards (RSUs) | — | None reported for Mr. Vincent in FY2024 |
| Initial cash payment | 11,250 | Paid Mar 31, 2024 per policy |
Equity Award Terms (FY2024)
| Award | Shares | Strike/Terms | Vesting | Expiration |
|---|---|---|---|---|
| Option (NSO) | 20,000 | Per plan; grant-date fair value $41,200 | 100% on Apr 18, 2025 | Not specified in table; standard per plan |
Other Directorships & Interlocks (Summary Table)
| Company | Exchange | Role | Since |
|---|---|---|---|
| Wishpond Technologies Ltd. | TSX; OTC WPNDF | Director | Dec 2020 |
Committee Assignments
| Committee | Role | Financial Expert Status |
|---|---|---|
| Compensation | Chair | N/A (financial experts designated elsewhere) |
| Audit | Member | Committee financial experts: Goldberg, Sarafan |
Independence & Attendance
| Attribute | Status |
|---|---|
| Independence (Nasdaq/SEC) | Independent |
| FY2024 Attendance | ≥75% of Board and applicable committees |
Related-Party Exposure
| Item | Description |
|---|---|
| Private Placement participation | Mr. Vincent participated on same terms as other investors; no special rights |
| Company-level RPTs | Convertible note & equity with Postmates (Uber) and NVIDIA; no indication of Mr. Vincent involvement in those transactions |
Compensation Committee Practices
- Composition: Two independent, non-employee directors (Sarafan and Vincent); Vincent is chair .
- Authority: Sole authority to retain/terminate compensation consultants; independence factors considered per SEC/Nasdaq; CEO excluded from deliberations on his compensation .
- Clawback policy: Company adopted SEC/Nasdaq-compliant compensation recovery policy effective Oct 2, 2023 (applies to executive officers) .
Equity Ownership Alignment
| Component | Detail |
|---|---|
| Beneficial ownership | 29,928 shares including options; <1% of outstanding (7) |
| Hedging policy | Hedging prohibited for directors |
| RSU policy | Annual 20,000 RSUs at each annual meeting subject to effective S‑8; time-based vesting |
Governance Conclusion
Mr. Vincent brings operator/tech experience and serves as a key independent counterweight through his Compensation Committee chair role and Audit Committee membership. Attendance and independence are adequate; alignment is supported by equity and hedging prohibitions. The late Form 4 filing is a minor procedural red flag; absence of performance-linked director equity (time-based vesting only) modestly reduces pay-for-performance optics, though this is typical for non-employee directors. Board-level CEO/Chair combination remains a structural consideration for investors, offset by independent committee oversight .