Greg Campbell
About Greg Campbell
Greg Campbell is Executive Chairman of SPGC and has served on the Board since 2018; he was appointed Executive Chairman effective January 2, 2024 and has also signed SEC filings as Chief Executive Officer in 2024–2025 . Age 61, Campbell holds a PhD in Electrical and Electronics Engineering from UCLA and BA/MA in Engineering from Cambridge; his career spans nearly 40 years, including serving as SVP & GM at Lam Research managing a $1.2 billion P&L and taking two companies public, and he is currently CEO of V-Grid Energy Systems . The Board is led by the Executive Chairman; committee oversight is provided by a majority-independent Board and independent committee chairs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lam Research | SVP & GM | — | Managed $1.2B P&L, large-scale operating leadership |
| Two companies (unspecified) | Executive leadership | — | Successfully took two companies public |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| V-Grid Energy Systems, Inc. | Chief Executive Officer | Current | Leads breakthrough carbon-negative technologies and bio-carbon initiatives |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Role | Director (non-employee) | Executive Chairman (appointed Jan 2, 2024) |
| Base Salary ($) | — | $240,000 per annum (effective July 1, 2024) |
| Cash Director Fees ($) | $92,500 | — |
| Option Awards (Fair Value $) | $139,206 total (includes additional responsibilities and board service options) | — |
| Option Grants (# shares) | 230,000 (exercise $0.69) for added responsibilities Oct–Dec 2023; plus 48,000 for 2023 board service | 40,000 (exercise $5.34) as Executive Chairman |
| Option Vesting | Director options per grants; details in footnotes | Vests monthly over 36 months |
| Option Term | — | Expires earlier of 7 years or 6 months post-separation |
Equity Awards Details (Executive Chairman award)
| Grant | Shares | Exercise Price ($) | Vesting | Term |
|---|---|---|---|---|
| Executive Chairman option | 40,000 | $5.34 | Monthly over 36 months | 7 years or 6 months after separation |
Performance Compensation
- No performance-based metrics (e.g., PSUs tied to financial/TSR targets) were disclosed for Campbell’s awards; SPGC’s 2022 Equity Incentive Plan permits performance awards but Campbell’s 2024 Executive Chairman grant is time-based options .
Equity Ownership & Alignment
| Metric | As of Oct 31, 2024 | As of Dec 19, 2024 |
|---|---|---|
| Direct Shares Owned (#) | 33,337 | 44,337 |
| Vested Options (#) | 30,839 | 30,839 |
| Total Beneficial Shares (#) | 64,176 | 75,176 |
| % of Shares Outstanding | 3.29% (out of 1,825,587) | — (company shows 8,915,524 outstanding; no % provided) |
| Pledging/Hedging | Not disclosed | Not disclosed |
Employment Terms
| Term | Details |
|---|---|
| Appointment & Role | Appointed Executive Chairman effective Jan 2, 2024; has signed as CEO in 2024–2025 |
| Base Salary | $240,000 per annum effective July 1, 2024 |
| Equity Award | Option to purchase 40,000 shares at $5.34; monthly vest over 36 months; term as below |
| Option Term | Expires earlier of 7 years or 6 months post-separation |
| Change-in-Control (CIC) | Company policy: awards may accelerate upon CIC (plan-level); double-trigger acceleration where assumed/substituted awards accelerate if involuntary termination post-CIC |
| Clawback | Awards subject to recoupment/clawback policies adopted by Board |
| Other provisions | Equity plan prohibits option/SAR repricing or exchange without stockholder approval |
Board Governance
- Board leadership: Executive Chairman Greg Campbell leads the Board; responsibilities include presiding over meetings, agendas, materials distribution .
- Independence: Majority independent board; independent directors are Jane Casanta, Brett Hoge, and Dottie Pepper; Campbell is not independent given his executive role .
- Committees:
- Audit Committee: Members Casanta, Hoge, Pepper; Chair and financial expert Brett Hoge .
- Compensation Committee: Members Casanta, Hoge, Pepper; Chair Jane Casanta .
- Nominating & Corporate Governance Committee: Members Casanta, Hoge, Pepper; Chair Dottie Pepper .
- Attendance: The Board held 4 meetings in 2023; each director attended at least 75% of Board and committee meetings .
- Executive sessions / Lead Independent Director: Not disclosed in filings .
Director Compensation (for 2023 board service)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Greg Campbell | 92,500 | 0 | 139,206 | 231,706 |
| Notes | Campbell received 230,000 options at $0.69 for added responsibilities (fair value $112,631) and 48,000 options (fair value $26,575) for 2023 board service |
- Director compensation policy: Annual Board member retainer $20,000; Chairman retainer $5,000; Committee chair retainer $5,000 per committee; independent directors receive stock options with specified vesting/terms .
Compensation Structure Analysis
- Shift toward equity: Campbell’s 2024 Executive Chairman compensation includes a modest base salary ($240,000) with a significant time-based option grant (40,000 shares), increasing at-risk equity exposure versus pure cash compensation .
- Repricing discipline: Plan prohibits option/SAR repricing without stockholder approval, mitigating shareholder-unfriendly modifications .
- CIC mechanics: Plan-level double-trigger acceleration aligns with retention while limiting single-trigger windfalls .
- Clawback: Explicit clawback provisions strengthen pay-for-performance accountability .
Risk Indicators & Red Flags (contextual company factors relevant to trading/compensation pressures)
- Reverse stock split authority and Nasdaq $1 minimum price compliance concerns; Board cited potential need for a split to improve liquidity and listing compliance .
- Significant warrant anti-dilutive adjustments and VWAP reset mechanics could increase dilution and supply, affecting equity award value and insider selling dynamics post-vesting .
- Burn rate: Three-year average net burn rate 11.7% under the equity plan before 2024 expansions, indicating active equity usage .
Equity Plan & Governance Mechanics (relevant to incentives)
- 2022 Equity Incentive Plan expanded from 375,000 to proposed 3,000,000 shares; covers ISOs/NQSOs/RSUs/SARs; admin by independent Compensation Committee; no repricing without stockholder approval; termination and CIC provisions as above .
- Special meeting proposals (Jan 2025): Warrant approval mechanics; equity plan share increase; name change; and reverse split authority .
Investment Implications
- Alignment: Campbell’s monthly vesting option structure and modest fixed cash suggest alignment with long-term equity value creation; clawback and CIC double-trigger further support pay-for-performance and retention .
- Dual-role governance: Serving as Executive Chairman and signing as CEO raises independence and concentration-of-power considerations; committees are fully independent, partly mitigating governance risk .
- Dilution overhang: Warrant reset/anti-dilution provisions and reverse split authority create supply/dilution dynamics that can pressure share price and the realizable value of equity awards, potentially influencing insider liquidity timing post-vesting .
- Data gaps: No disclosure of Campbell-specific severance multiples, bonus targets, RSU/PSU metrics, or pledging/hedging policies; monitor future proxy/8-Ks for changes in compensation mix or added performance metrics .