Kevin O’Connor

About Kevin O’Connor

Kevin O’Connor, age 63, is an independent director of SUNation Energy (NASDAQ: SUNE) and serves as Chair and financial expert of the Audit & Finance Committee, bringing three decades of banking, accounting, and CEO experience to the board . He is the Long Island Market President for Valley National Bank and previously served for 16 years as CEO of Dime Community Bank (successor to BNB Bank), with earlier senior roles at North Fork Bank and KPMG; he holds degrees in Accounting from Adelphi University and Suffolk Community College . Tenure on SUNE’s board not disclosed in available filings.

Past Roles

External Roles

Board Governance

• Independence: Designated and described as an independent board member on SUNE’s IR site .
• Committee memberships:
  • Audit & Finance Committee: Chair; designated financial expert .
• Attendance/Lead Independent Director/Executive sessions: Not disclosed in available filings.

Fixed Compensation

• Director cash retainer, committee fees, chair fees, and meeting fees are not disclosed in the Special Meeting proxy (DEF 14A) .
• The FY2024 10-K indicates Part III director compensation details will be provided in the definitive proxy or a 10-K/A, not contained in the 10-K filing itself .

Performance Compensation

• Equity grant practices (RSUs/PSUs), option awards, vesting schedules, and performance metric linkages for directors are not disclosed in the Special Meeting proxy or the FY2024 10-K Part III placeholder .

Other Directorships & Interlocks

• Public company directorships: Not disclosed; prior role was CEO (not necessarily board director) at Dime Community Bank .
• Potential interlocks/conflicts: O’Connor’s current Valley National Bank role could create perceived conflicts if SUNE maintains banking relationships with Valley, though no related-party transactions are disclosed in the Special Meeting proxy; the 10-K defers related-party disclosures to Part III proxy materials .

Expertise & Qualifications

• Accounting education and Big Four experience (KPMG) supporting audit committee financial expert designation .
• Long-tenured bank CEO with regional market leadership (Dime; Valley National), strengthening financial oversight capability in a small-cap, capital-raising context .

Equity Ownership

Note: Director-level vested/unvested breakdowns and options are not disclosed in the Special Meeting proxy .

Governance Assessment

• Audit oversight amidst control weaknesses: SUNE reported material weaknesses in internal controls over financial reporting as of Dec 31, 2024; O’Connor’s role as Audit & Finance Chair is pivotal to remediation and investor confidence .

• Capital structure actions signal governance stress: Board sought authorization for a massive increase in authorized common shares (to 1B), reverse split authority (up to 1-for-200), and approval for highly dilutive warrant structures; such actions raise dilution and governance risk considerations for shareholders .

• Ownership alignment: O’Connor’s disclosed direct ownership is de minimis (<1%), limiting direct “skin in the game”; director stock ownership guidelines and compliance status are not disclosed .

• RED FLAGS

  • Material weaknesses in internal control over financial reporting .
  • Extraordinary dilution potential from authorized share increase and warrant structures (up to ~783M potential shares at floor prices under Series A/B warrants and adjustments) .
  • Going concern uncertainty and reliance on capital raises per 10-K risk disclosures .

• Positive Signals

  • Strong audit leadership credentials (financial expert designation) and deep financial services background .
  • Independent status noted on IR site, supporting board effectiveness .

Key implication: Strengthening internal controls and improving capital discipline will be critical to restoring investor confidence; as Audit & Finance Committee Chair, O’Connor’s governance effectiveness will be measured by tangible remediation progress and improved disclosure quality .