Joseph Visconti
About Joseph Visconti
Founder-operator with 25+ years of executive operating and financial experience; CEO, President, and Chairman of Twin Vee since 2015; age 59; Associate’s degree from Lynn University (1984). Prior founder/CEO roles include a regional investment bank (sold in 2000) and ValueRich, which he took public in 2007 before transitioning the business to Twin Vee in 2015 . Twin Vee’s board is classified; Visconti serves as combined CEO/Chair with a lead independent director structure .
Performance context (company-level): FY 2023 revenue $33.43M* vs. FY 2024 $14.39M*; EBITDA FY 2023 -$10.63M* vs. FY 2024 -$11.01M* (YoY revenue decline; persistent negative EBITDA). Values retrieved from S&P Global.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | 33,425,912* | 14,388,517* |
| EBITDA ($) | -10,633,916* | -11,009,965* |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Regional Investment Bank | Founder, CEO, President | Through 2000 | Built to 400+ employees; sold in 2000 |
| ValueRich, Inc. | Founder, CEO, President | IPO 2007; transitioned 2015 | Took public (AMEX) in 2007; transitioned to Twin Vee PowerCats in 2015 |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Forza X1, Inc. (now a wholly owned subsidiary post-merger) | Chair of the Board; Chief of Product Development; Interim CEO (Mar 2024) | Chair/CPD since Jul 2022; Interim CEO Mar 2024 | Leadership of EV marine initiatives; Forza merged into Twin Vee on Nov 26, 2024 |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of salary) | Actual Bonus ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 250,000 | 120% (contract target) | 300,000 | 49,758 (car, health, life) | 599,758 |
| 2024 | 384,233 | 120% (contract target) | 500,000 | 52,940 (car, health, life) | 1,022,073 |
Notes
- Contract benefits: four weeks’ vacation, $2,500/month car allowance, family medical insurance; eligible for standard benefit plans .
- Forza compensation (prior to merger, not included in Twin Vee totals): salary $124,618 (2024), $75,000 (2023); option awards $80,016 (2023) .
Performance Compensation
- Annual cash bonus: Target 120% of base salary; metrics set by Compensation Committee; specific performance metrics and weightings are not disclosed .
- Equity compensation: Predominantly stock options; see outstanding awards and new grants detail below.
Outstanding Equity Awards (Visconti) at 12/31/2024
| Grant date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting description |
|---|---|---|---|---|---|
| 07/23/2021 | 27,000 | 0 | 58.00 | 06/08/2031 | 2021 Plan; monthly over 3 years |
| 08/11/2022 | 24,666 | 0 | 81.70 | 08/10/2032 | 2022 Plan (assumed); monthly over 3 years |
| 10/21/2022 | 24,293 | 706 | 20.10 | 10/20/2032 | 2021 Plan; monthly over 3 years |
| 12/15/2022 | 5,608 | 508 | 21.70 | 12/14/2032 | 2022 Plan (assumed); monthly over 3 years |
| 10/04/2023 | 5,629 | 3,178 | 11.40 | 10/04/2033 | 2022 Plan (converted); monthly over 3 years |
| 06/26/2024 | 18,750 | 11,250 | 5.70 | 06/26/2034 | 2021 Plan; vest annually over 4 years |
| 05/19/2025 | 4,888 | 39,112 | 2.71 | 05/19/2035 | 2021 Plan; vest annually over 3 years |
Recent equity grant context near disclosures:
- 06/26/2024: Award to Visconti of 300,000 options at $0.57 (pre-reverse-split basis) with grant-date fair value $84,900; disclosed alongside material filings timing table .
- 11/26/2024: Converted options from Forza merger (multiple line items) .
Plan capacity: 2021 Plan evergreen increased to 3,841,150 shares on 1/1/2025; adjusted to 384,115 post reverse split .
Equity Ownership & Alignment
| Holder | Beneficial Ownership (#) | % Outstanding | Composition detail |
|---|---|---|---|
| Joseph C. Visconti | 360,224 | 16.1% | 242,914 shares + options for 165,587 shares, of which 117,310 options exercisable within 60 days of 10/15/2025 |
- Anti-hedging and anti-pledging: Company policy prohibits hedging and pledging by employees, executives, and directors (short sales, derivatives, collars, etc.) .
- Insider trading plans: Policy permits 10b5-1 plans; no individual plan disclosures provided .
- Ownership guidelines: Not disclosed.
Employment Terms
| Provision | Details |
|---|---|
| Agreement | Five-year agreement effective at IPO (July 2021), amended Oct 21, 2022; CEO/President; base salary $250,000 (contract), target annual cash bonus 120% of salary |
| Benefits | 4 weeks PTO; $2,500/month car allowance; family medical insurance; participates in standard executive benefits |
| Non-compete/Non-solicit | 1-year post-termination non-compete and non-solicit; confidentiality obligations |
| Termination without cause / Good reason (no CIC) | 12 months salary continuation; prior-year accrued bonus; pro-rated bonus for termination year (based on performance); 12 months COBRA reimbursement; full vesting of all unvested equity; 6-month post-termination option exercise window (for vested options) |
| CIC + (termination without cause or good reason within 12 months) | 18 months salary continuation; prior-year accrued bonus; pro-rated target bonus for year of termination; an additional 1.0x target bonus; 18 months COBRA reimbursement; full vesting of all unvested equity; 6-month post-termination option exercise window |
| Death/Disability | Full vesting of all unvested equity; 6-month option exercise window |
| Severance conditions | Subject to executed release of claims |
Change-in-control economics imply approximately 1.5x salary plus 1.0x target bonus in cash (in addition to pro-rated and accrued bonuses), plus full equity acceleration and health benefits, which can magnify payout value in a sale scenario .
Board Governance
| Attribute | Details |
|---|---|
| Board structure | Classified board (three classes); Visconti is a Class III director; term expires 2027 |
| Leadership | Visconti serves as Chairman and CEO; Kevin Schuyler is Lead Independent Director |
| Independence | Non-employee directors (Ross, Schuyler, Kull, Craig, Swets) determined independent under Nasdaq and SEC rules |
| Committees | Audit (Chair: Schuyler), Compensation (Chair: Schuyler), Nominating & Governance (Chair: Ross) |
| Attendance | 2024: Board met 7x; each director attended ≥75% of Board/committee meetings; Visconti attended the prior annual meeting |
| Director pay for Visconti | No compensation for service as director (comp is in NEO table) |
| Dual-role implications | Combined CEO/Chair structure mitigated in part by Lead Independent Director; still concentrates authority with management |
Related Party Transactions (Governance Red Flags)
- Headquarters/Facility lease with Visconti Holdings, LLC (entity owned/controlled by Joseph Visconti): base rent $36,456/month plus ~6.5% tax; 5-year term (Jan 1, 2021) with 5-year renewal option exercised; renewal in effect beyond Dec 31, 2025 .
- Transition services and other affiliate dealings related to Forza before merger (fees ceased at merger close) .
Performance & Track Record
Company operating context (recent annuals):
- Revenues: FY 2023 $33.43M*; FY 2024 $14.39M*.
- Net income: FY 2023 -$7.19M*; FY 2024 -$11.05M*.
- EBITDA: FY 2023 -$10.63M*; FY 2024 -$11.01M*.
Values retrieved from S&P Global.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | 33,425,912* | 14,388,517* |
| Net Income ($) | -7,192,176* | -11,045,971* |
| EBITDA ($) | -10,633,916* | -11,009,965* |
Compensation Structure Analysis (Pay-for-Performance levers)
- Mix shift: 2024 total comp rose to $1.02M with a higher cash component (salary increased vs. contract base; bonus $500k), plus options ($84.9k grant-date value) .
- Incentive design: High target cash bonus (120% of salary) suggests significant at-risk cash compensation; however, specific bonus metrics/weightings not disclosed, limiting external assessment of pay-for-performance alignment .
- Equity: Frequent option grants with full acceleration upon certain terminations (including CIC), creating meaningful equity-based upside and potential sale-triggered realizable pay .
- Clawbacks/tax gross-ups: No explicit clawback policy disclosure for executives in proxy; no tax gross-ups disclosed (not mentioned).
- Timing: Company states it does not time grants around MNPI; option pricing at close on grant date . Grant timing table disclosed around certain filings for transparency .
Equity Ownership & Alignment Assessment
- Strong insider ownership: 16.1% beneficial ownership aligns CEO incentives with equity value creation .
- Anti-pledging/hedging policy: Reduces misalignment risks; no pledging allowed .
- Ownership guidelines: Not disclosed; compliance status N/A.
Employment & Retention Risk
- Protections: One-year non-compete/non-solicit; severance provides income and benefit continuity, reducing voluntary departure risk .
- CIC terms: Generous (1.5x salary + 1.0x target bonus, equity acceleration), which can influence strategic optionality during M&A windows .
Board Service History and Dual-Role Implications
- Service: Director since 2015; Class III term through 2027; Chairman + CEO .
- Committees: No committee assignments (committees comprised of independent directors) .
- Independence considerations: Combined chair/CEO with classified board can entrench leadership; mitigated by Lead Independent Director and fully independent key committees .
Director Compensation (as applicable)
- Visconti receives no additional compensation for director service; director fees apply only to non-employee directors .
Risk Indicators & Red Flags
- Related party lease with CEO-controlled entity (ongoing cash outflows to affiliate) .
- Combined CEO/Chair and classified board may reduce responsiveness to shareholder pressure .
- Negative EBITDA and net losses in FY 2023–2024 (pay-for-performance scrutiny likely) *. Values retrieved from S&P Global.
Compensation Committee & Governance
- Committee fully independent; chaired by Lead Independent Director; administers equity plans; no explicit disclosure of external compensation consultant engagement or conflicts .
- Anti-hedging/pledging policy and insider trading controls in place .
Investment Implications
- Alignment: Material insider ownership (16.1%) and anti-pledging policy are positives for alignment and reduce hedging risk .
- Incentives: High target cash bonus, regular option grants, and full equity acceleration on CIC create meaningful pay sensitivity to outcomes; absence of disclosed performance metrics limits external validation of pay-for-performance .
- Governance: Dual CEO/Chair and classified board structure tilt power toward management; presence of Lead Independent Director and independent committees partially mitigate .
- Related party exposure: Facility lease with CEO-affiliated entity is a standing governance overhang requiring ongoing audit committee oversight .
- Operating backdrop: Recent revenue contraction and negative EBITDA heighten scrutiny of large cash bonuses and equity acceleration; sustained improvement will be key to justify incentive payouts *. Values retrieved from S&P Global.