Martin Scott Calhoun
About Martin Scott Calhoun
Martin Scott Calhoun, age 60, has served as Chief Financial Officer (CFO) of Sono Group N.V. (SEVCF) since December 30, 2024; he previously served as Controller beginning October 1, 2024 . He is a Certified Public Accountant (CPA), Certified Valuation Analyst (CVA), holds an MBA, and began his career as an auditor at Pannell Kerr Forster, CPAs; later roles include Director of FP&A at NeoMedia Technologies and Assistant Director of Finance at Tampa Sports Authority, and he founded Cross Roads Consulting, LLC in 2008 . As CFO, Calhoun signed SOX certifications on the company’s 2024 Form 10-K, attesting to disclosure controls and internal control over financial reporting . Company-level performance metrics tied to his compensation (TSR, revenue growth, EBITDA growth) were not disclosed for his tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cross Roads Consulting, LLC | Founder (outsourced CFO/technical accounting) | Established 2008 | Provided SEC filings, fair value, equity comp, and complex modeling for public reporting companies |
| NeoMedia Technologies | Director of Financial Planning & Analysis | Not specified | Led FP&A, supported reporting and compliance |
| Tampa Sports Authority | Assistant Director of Finance | Not specified | Oversaw financial reporting, regulatory compliance, audits |
| Pannell Kerr Forster, CPAs | Auditor | Not specified | External audit foundation; controls and reporting discipline |
External Roles
No external directorships or committee roles for Calhoun were disclosed .
Fixed Compensation
Summary compensation and service agreement terms:
| Metric | 2024 |
|---|---|
| Salary ($) | $38,850 |
| Bonus ($) | $0 (not eligible for 2024 bonus) |
| All Other Compensation ($) | $0 |
| Total ($) | $38,850 |
| Service Agreement Term | Details |
|---|---|
| Effective Date | December 30, 2024 |
| Base Salary | $15,000 per month |
| Termination Notice | 30 days by either party |
| Severance | None |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus (2024) | N/A | Not eligible | N/A | $0 | N/A |
| Equity Incentives (options/RSUs/PSUs) | N/A | Company does not currently grant options or similar instruments | N/A | N/A | N/A |
Equity Ownership & Alignment
| Item | As of/Terms | Value |
|---|---|---|
| Beneficial Ownership (Ordinary Shares) | June 30, 2025 | 0 shares; 0% of outstanding |
| High Voting Shares | June 30, 2025 | 0 shares |
| Options/RSUs/PSUs Outstanding | Policy | Company states it does not currently grant stock options or similar option-like instruments |
| Shares Pledged as Collateral | Policy | Pledging of company securities is prohibited for insiders under the Insider Trading Policy |
| Hedging | Policy | Hedging transactions are prohibited for insiders |
| Ownership Guidelines | Policy | No executive ownership guidelines disclosed |
Employment Terms
| Provision | Details |
|---|---|
| Agreement Type | Full-time service agreement |
| Effective Date | December 30, 2024 |
| Compensation | $15,000/month |
| Termination | 30-day notice by either party |
| Severance | Not provided |
| Confidentiality/Restrictive Covenants | Not specified for Calhoun; company-wide code of ethics and insider trading policy apply |
Additional Context Relevant to Alignment & Risk
- Company liquidity/going-concern risk: access to unfunded Yorkville Commitment and executing debt conversion are critical; management disclosed ongoing funding needs and risks to continuing as a going concern .
- Insider trading policy: strict pre-clearance, trading windows, and prohibitions on hedging and pledging support alignment and reduce speculative trading .
- Beneficial ownership: Calhoun reported no beneficial ownership as of June 30, 2025 .
- Insider Form 4 activity: an attempt was made to fetch Calhoun’s recent Form 4 transactions using the insider-trades skill (2024-01-01 to 2025-11-19), but the request returned unauthorized; therefore, no validated Form 4 trading analysis can be presented at this time. We searched specifically for Calhoun’s insider transactions at SEVCF and were unable to retrieve data due to API authorization error.
Investment Implications
- Pay-for-performance alignment appears limited: Calhoun’s 2024 compensation was purely fixed cash ($38.9K) with no performance bonus and no equity awards, and his service agreement provides monthly cash pay without severance. This reduces alignment to shareholder outcomes (no equity) but also limits severance-related value leakage .
- Ownership and pledging risk: He held no shares as of June 30, 2025, and corporate policy prohibits hedging and pledging, mitigating certain misalignment risks but offering little “skin in the game” for retention and shareholder alignment .
- Retention and transition risk: The 30-day termination clause and absence of severance suggest limited retention hooks; in a company facing funding and going-concern risks, continuity of a technically seasoned CFO is important for execution, controls, and financing, but the contract structure offers minimal retention safeguards .
- Trading signals: No validated insider trading data could be retrieved via Form 4 due to access limitations; absent hard data, no conclusion can be drawn on insider selling pressure. The company’s insider trading controls (pre-clearance/trading windows) and prohibitions reduce the likelihood of opportunistic hedging/pledging activity .
All information above is sourced from company filings and documents as cited.