Marcia Kull
About Marcia Kull
Independent director since November 26, 2024 following the Forza X1, Inc. merger into Twin Vee’s subsidiary; Class I term expires at the 2025 Annual Meeting and she has notified the company she will not stand for re-election . Member of the Audit, Compensation, and Nominating & Corporate Governance committees, with the board affirming committee independence under Nasdaq rules . Background spans marine industry executive leadership and product-liability law; education includes a BA and JD from the University of Iowa .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Volvo Penta of the Americas | VP–Marine Sales; VP & Special Assistant to the CEO; VP & General Counsel | 2005–2017 | Led North American sales, distribution strategy; executive change management; legal leadership |
| Torqeedo, Inc. | President | c. 2017–2018 (7 months) | Guided global sales to exceed revenue target pre-acquisition |
| Genmar Holdings | Senior Vice President – Operations | ~4 years | Engine purchasing strategy, customer service/warranty, product safety programs |
| Bowman and Brooke | Partner (trial attorney) | ~11 years | Defense of manufacturers in complex product liability, warranty |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ecumen (non-profit senior services) | Board Chair | Current | Leadership, strategy; prior marine industry board roles cited |
| NMMA (National Marine Manufacturers Association) | Executive Board; Chair, Engine Manufacturers Board; Chair, Risk Management Council | 2013–2017 (Exec Board); multi-year chairs | First woman to chair Engine Manufacturers Board |
| Forza X1, Inc. | Independent Director | Since July 2022 | Service prior to Forza’s merger into Twin Vee |
Board Governance
- Committee assignments: Audit (member), Compensation (member), Nominating & Corporate Governance (member); chairs are Kevin Schuyler (Audit and Compensation) and Neil Ross (Nominating) .
- Independence: Board determined all committee members, including Kull, are independent under Nasdaq and Exchange Act rules .
- Attendance: In 2024, the Board met 7 times; Audit 4; Compensation 4; Nominating 1; each current director attended ≥75% of meetings of the Board and committees on which they served during their service period .
- Tenure & refresh: Kull is Class I, not standing for election in 2025; board refresh planned with new nominees (Swets Jr., Craig) .
- Lead Independent Director: Kevin Schuyler; his compensation and role were adjusted at merger close .
Fixed Compensation
| Year | Role | Annual Cash Retainer ($) | Payment Terms |
|---|---|---|---|
| 2024 | Independent Director | 45,000 | Paid quarterly in arrears; pro-rated for partial-quarter service |
| 2024 (pre-merger fee schedule) | Committee Memberships (Audit/Comp/Nom-Gov) | 5,000 / 4,000 / 3,000 (members); 12,000 / 10,000 / 5,000 (chairs) | Pre-merger Twin Vee fee schedule before Forza merger |
| 2024 Director Compensation Table (Fees Earned) | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Marcia Kull | 27,625 | — (not disclosed) | 29,176 |
Performance Compensation
| Grant Date | Instrument | Shares/Units | Strike/Grant Price | Vesting | Expiration | Source |
|---|---|---|---|---|---|---|
| 11/26/2024 | Common Stock (Rule 16b-3 award) | 2,816 | $8.17/share | Not disclosed | N/A | SEC Form 4 |
| 05/19/2025 | Stock Option (Right to Buy) | 1,000 | $2.71 | Vests pro rata monthly over 9 months from grant | 05/19/2035 | |
| 08/11/2022 (converted at merger) | Options (Forza → Twin Vee) | 3,364 (converted from 5,500 Forza) | Not disclosed | Vested upon issue at 11/26/2024 | Not disclosed | DEF 14A |
Notes:
- Company states no equity compensation awarded to directors during 2024; historical practice includes option grants and Forza-to-Twin Vee conversion at merger; Kull’s converted options vested at effectiveness .
- Compensation committee states it does not time grants around MNPI; grants effective on determination date at closing price .
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Conflict Considerations |
|---|---|---|
| Forza X1, Inc. | Director | Became a Twin Vee director at merger close; Forza now a wholly-owned subsidiary; committee independence affirmed |
| Ecumen | Board Chair | Non-profit senior services; no disclosed Twin Vee commercial relationship |
| NMMA (industry association) | Committee chair/board roles | Industry governance roles; no disclosed related-party transactions with Twin Vee |
Expertise & Qualifications
- Marine industry executive with leadership roles across sales, strategy, operations, and legal; prior VP roles at Volvo Penta and President at Torqeedo .
- Product liability defense attorney; partner at Bowman and Brooke; JD with distinction, University of Iowa; BA, University of Iowa .
- Public-sector advisory experience (National Boating Safety Advisory Council); industry recognition (Darlene Briggs Marine Woman of the Year; STEP Ahead Award) .
Equity Ownership
| As of Record Date | Common Shares | Options Outstanding | Options Exercisable within 60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|
| Oct 15, 2025 (2,237,299 shares outstanding) | 281 | 1,336 | 1,002 | 1,283 (281 + 1,002) | * (<1%) |
Policy indicators:
- Anti-hedging/anti-pledging policy applies to directors; hedging and pledging Twin Vee stock prohibited .
- Related-party transactions require audit committee review and approval; explicit review standards disclosed .
Governance Assessment
- Committee engagement: Active membership on all three key committees (Audit, Compensation, Nominating), supporting risk, pay oversight, and board refresh; independence affirmed .
- Attendance: Company reports ≥75% attendance threshold met by all current directors in 2024; Kull joined late-2024, with quarterly cash paid in arrears and pro-rata provisions .
- Alignment: Beneficial ownership is de minimis (<1%) with modest derivative exposure; anti-hedging/pledging helps mitigate misalignment risk .
- Compensation structure: Cash-heavy director pay in 2024 ($45k retainer), with legacy/converted options and a small 2025 option grant; no director performance metrics (TSR/EBITDA) disclosed—typical for non-employee directors .
- Potential conflicts: No related-party transactions disclosed involving Kull; audit committee oversees related-party reviews; notable related party leases involve CEO-owned entities, monitored by audit committee .
- Red flags: Board transition—Kull not standing for re-election in 2025, indicating near-term turnover; low personal share ownership; no disclosed director stock ownership guidelines in proxy; however, anti-hedging/anti-pledging policy and committee independence offset some risks .
Insider Trades
| Date | Form | Transaction | Security | Amount | Price | Vesting/Notes |
|---|---|---|---|---|---|---|
| 11/26/2024 | Form 4 | Award (Rule 16b-3) | Common Stock | 2,816 | $8.17 | Merger-related award; Forza-to-Twin Vee equity events at effective time |
| 05/19/2025 | Form 4 | Grant (A) | Stock Option (Right to Buy) | 1,000 | $2.71 | Vests monthly over 9 months; expires 05/19/2035 |
Related Policies and Controls
- Audit Committee Responsibilities: Oversees auditor selection, independence, internal controls, and related-party transaction reviews; Kull is a member .
- Equity Grant Timing: Committee states no MNPI timing; grants at closing price on grant date .
- Communications & Governance Docs: Committee charters available on company website; all committees comply with Sarbanes-Oxley, Nasdaq, and SEC requirements .
Notes on Forza-to-Twin Vee Equity Conversions
- At merger closing (11/26/2024), Forza options converted to Twin Vee options at 0.611666275 ratio; Kull’s 5,500 Forza options became 3,364 Twin Vee options, vested upon issue .
Conclusion for Investors
- Kull brings deep marine and legal expertise and served across all key governance committees, but her near-term departure and low ownership reduce long-term alignment signals. Anti-hedging/pledging policy and robust related-party review mitigate governance risk; monitor board refresh outcomes and committee continuity post-2025 Annual Meeting .