Nancy DiMattia
About Nancy DiMattia
Nancy DiMattia, 64, has served as an independent director of SKYX since February 2022, with deep finance and retail operations experience including CFO roles and extensive work in audits, internal controls, and M&A . She is currently CFO of Island Stone North America (since October 2022), previously SVP & CFO of Tile Shop Holdings (Sept 2019–Jan 2022; advisory through March 2022), and Corporate Controller at Virginia Tile Company (2005–Mar 2019) . The Board affirms her independence under Nasdaq rules; all non-employee committee members, including DiMattia, are independent . She is a member of the Audit, Compensation, and Nominating & Corporate Governance committees, and serves on the Business Strategy & Development Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Virginia Tile Company | Corporate Controller | 2005–Mar 2019 | Led accounting controls, team development, documented policies |
| Tile Shop Holdings, Inc. | SVP & CFO | Sept 2019–Jan 2022 (advisory through Mar 2022) | Oversaw finance, audits, retail IT measures, M&A |
| Tile Shop Holdings, Inc. | Consultant | Jul 2019–Sept 2019 | Pre-CFO consulting support |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Island Stone North America | Chief Financial Officer | Oct 2022–present | Manufacturer/supplier of stone and tile; external employment, not a SKYX RPT disclosed |
Board Governance
| Committee | DiMattia Role | Chair | Meetings Held 2023 | Meetings Held 2024 |
|---|---|---|---|---|
| Audit | Member | Gary N. Golden | 6 | 5 |
| Compensation | Member | Gary N. Golden | 6 | 5 |
| Nominating & Corporate Governance | Member | Efrat L. Greenstein Brayer | 3 | 1 |
| Business Strategy & Development | Member | N/A (Board-established) | — | — |
- Independence: Board determined all non-employee directors (excluding Kohen, Shiff, Sokolow) are independent; DiMattia serves on all three standing committees, each composed of independent directors .
- Attendance: The Board held six meetings in 2023; all current directors served at least 75% of Board and committee meetings except Ridge (health), and DiMattia attended the 2023 Annual Meeting . The Board held five meetings in 2022 with similar attendance disclosure (Ridge exception) and DiMattia attended the 2022 Annual Meeting .
- Risk oversight: Audit Committee oversees financial reporting, compliance, cybersecurity/AI risks, and related party transactions; Compensation oversees pay policies, human capital and clawback; Nominating & Governance oversees director independence, succession, and ESG .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash retainer | $0 (elected stock retainer) | $30,000 |
| Stock awards (grant-date fair value) | $116,531 | $28,885 |
| Option awards (grant-date fair value) | $25,902 | $8,347 |
| Total director compensation | $142,433 | $67,232 |
- Director Compensation Program: Non-employee directors receive $30,000 annual cash retainer (option to elect shares), plus annual equity grants of 5,000 RS (immediate vest) and up to 5,000 options (12 monthly vest, 5-year term) on the Program Grant Date (3rd trading day after earnings release or 10-K filing) .
- Committee service premiums: Additional annual grants per committee (member: 3,000 RS + up to 3,000 options; chair: 2,000 RS + up to 2,000 options). Business Strategy & Development Committee members receive 12,500 RS + up to 12,500 options .
- Strike/vesting examples: 2023 options were granted at $3.28, vesting monthly from Apr 30, 2023 and expiring Apr 5, 2028 ; 2024 options were granted at $1.09, vesting monthly from Apr 30, 2024 and expiring five years from Program Grant Date .
Performance Compensation
| Award Component | Structure | Vesting | Example Terms | Performance Metrics |
|---|---|---|---|---|
| Annual RS for directors | Fixed share grant | Immediate on Program Grant Date | 5,000 RS for board service | None disclosed |
| Committee member RS | Fixed share grant | Immediate | 3,000 RS per committee | None disclosed |
| Committee chair RS | Fixed share grant | Immediate | 2,000 RS per chaired committee | None disclosed |
| Annual options for directors | Time-based options | 12 equal monthly tranches | Up to 5,000 options per year; 5-year term; strike = closing price on Program Grant Date | None disclosed |
| Committee member options | Time-based options | 12 equal monthly tranches | Up to 3,000 options per committee | None disclosed |
| Business Strategy & Development Committee RS/options | Fixed share and options | RS immediate; options monthly | 12,500 RS and up to 12,500 options | None disclosed |
- 2023 individual grant detail: DiMattia received 26,500 RS and 26,500 options (5,000 for board service; 9,000 for three committee memberships; 12,500 for Business Strategy & Development Committee); options strike $3.28; monthly vest; expire Apr 5, 2028 .
- No director performance metrics (TSR, EBITDA, ESG) are tied to director compensation; grants are time-based .
Other Directorships & Interlocks
| Company | Role | Type | Overlap/Interlock | Notes |
|---|---|---|---|---|
| Tile Shop Holdings, Inc. | SVP & CFO (former) | Public company employment | None disclosed | Prior CFO role; not a directorship |
| Island Stone North America | CFO | Private company employment | None disclosed | No related party transactions disclosed involving DiMattia |
- No other public company board directorships disclosed for DiMattia .
- Related-party oversight resides with the Audit Committee, of which DiMattia is a member .
Expertise & Qualifications
- Finance and accounting leadership: 25+ years across controller and CFO roles, with experience in audits, internal controls, M&A, and retail IT measures .
- Industry adjacency: Retail, home decor, tile sector customer base (architects/designers), relevant to SKYX’s channels .
- Committee breadth: Serves on all three standing committees, indicating trusted governance capacity .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 125,895 (as of record date; <1%) |
| Ownership % of outstanding | <1% (based on 100,168,420 shares outstanding) |
| Unexercised option awards (vested + unvested) | 61,000 (as of Dec 31, 2024) |
| Unvested stock awards outstanding | None (as of Dec 31, 2024) |
- Hedging/pledging: SKYX policy prohibits hedging and derivative transactions; pledging/margin accounts are prohibited except with prior approval of the compliance officer .
- Section 16 compliance: 2022 filings noted delinquencies for certain directors (Ridge, Shiff, Sokolow), but no DiMattia-specific delinquencies disclosed .
Governance Assessment
- Strengths: Independent director with comprehensive finance background across audit, controls, and M&A; sits on Audit, Compensation, and Nominating committees, supporting robust risk and pay oversight; attendance thresholds met in 2023; equity grants spread across year via monthly vesting, enhancing retention without grant timing risks; company prohibits hedging/pledging, aligning director incentives with shareholders .
- Compensation mix: Modest cash retainer ($30k) and predominantly equity-based director pay; 2024 total $67,232 vs. 2023 $142,433 (2023 higher due to equity elections and larger grant values amid higher strike) . No performance-linked metrics for directors—common, but offers limited pay-for-performance linkage; immediate vest RS may reduce long-term holding incentives relative to RSUs .
- Potential conflicts and red flags: Business Strategy & Development Committee includes executives (Kohen, Sokolow) and DiMattia, which can centralize strategic influence and increases equity awards materially for committee members; mitigated by Audit Committee’s formal oversight of related party transactions and conflicts . No disclosed Section 16 issues for DiMattia; no related-party transactions identified involving her .
- Shareholder signals: Say-on-pay on the ballot in 2025; final voting results reported via 8-K post-meeting (not included here). Board maintains clawback policy for executive incentive pay; while not directly applicable to directors, indicates compensation governance maturity .