Neil Ross
About Neil Ross
Independent director since April 8, 2021; age 61 as disclosed in the 2023 proxy; CEO of James Ross Advertising since 2003 with 30+ years of product launch and brand-growth experience in marine/yachting; Bachelor’s degree from Florida State University. Serves as Chair of the Nominating and Corporate Governance Committee and member of the Audit and Compensation Committees; classified as independent under Nasdaq and SEC rules; has notified the company he will not stand for election at the 2025 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| James Ross Advertising | Chief Executive Officer | Feb 2003 – present | Led branding and growth for marine clients (e.g., Galati Yacht Sales, Allied Marine, Bertram, Jupiter Marine, Sealine); relevant sector expertise supporting Twin Vee. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| James Ross Advertising | Chief Executive Officer | Feb 2003 – present | External operating role disclosed; no other public company directorships are disclosed in proxy biography. |
Board Governance
- Board class: Class I director; term expires at the 2025 Annual Meeting; has indicated he will not stand for re-election.
- Independence: Board determined Ross is “independent” under Nasdaq and Exchange Act Rules 10A‑3 and 10C‑1.
- Committee assignments: Audit (Member); Compensation (Member); Nominating & Corporate Governance (Chair).
- Attendance: In 2024, Board met 7x; Audit 4x; Compensation 4x; Nominating 1x; each current director attended at least 75% of aggregate meetings.
- Lead independent director: Kevin Schuyler.
Fixed Compensation
| Metric | 2022 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $19,000 | $53,083 |
| Stock Awards ($) | — | — |
| Option Awards ($) | $5,444 | $1,551 |
| Total ($) | $24,444 | $54,634 |
- Post-merger standard annual director cash retainer (effective Nov. 26, 2024): $45,000 for Ross.
- Pre-merger committee fee schedule (earlier 2024): Board member $5,000/year; Audit member $5,000/year, chair $12,000; Compensation member $4,000/year, chair $10,000; Nominating member $3,000/year, chair $5,000.
Performance Compensation
| Equity Award Metric | 2021 | 2022 | 2023/2024 |
|---|---|---|---|
| Annual director option grant (shares) | 5,500 | 5,500 | 5,500 (granted to those serving during 2023; vested upon issue on Aug 16, 2024) |
| Vesting terms | Vested pro rata monthly over 12 months | Vested pro rata monthly over 12 months | Vested upon issue Aug 16, 2024 |
| Forza 2022 options converted to Twin Vee (Nov 26, 2024) | — | 5,500 Forza options (already vested) → 3,364 Twin Vee options (vested upon issue) | — |
- Outstanding aggregate option awards held (as of Dec 31, 2024): 19,864 options.
- Policy signals: Company states it does not time equity grants around MNPI; option exercise price at closing market price on grant date; no repricing of options/SARs without shareholder consent (Forza 2022 Plan provision, now assumed).
Expertise & Qualifications
- Marine/yachting industry brand development and product launch experience; long-standing marketing/branding leadership relevant to Twin Vee’s end-market.
- Governance: Chair of Nominating & Corporate Governance; active committee participation (Audit, Compensation).
- Education: Bachelor’s degree, Florida State University.
- Board independence confirmed; contributes to governance oversight (risk, committee charters compliant with Nasdaq/SEC).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Direct Shares | Options Exercisable ≤60 days |
|---|---|---|---|---|
| Neil Ross | 4,555 | <1% | 1,903 | 2,652 |
| Shares Outstanding (Record Date: Oct 15, 2025) | 2,237,299 | — | — | — |
- Additional holdings info: Also holds options totaling 2,986, of which 2,652 become exercisable within 60 days of Oct 15, 2025; beneficial ownership table includes options exercisable within 60 days.
- Pledging/hedging: No pledging or hedging disclosed for Ross. (No mention in proxy; related‑party transactions reviewed by Audit Committee per policy.)
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| — | — | — | The proxy biography lists his CEO role at James Ross Advertising; no other public company directorships are disclosed. |
Governance Assessment
- Independence and committee leadership are positives: Ross is independent and chairs Nominating & Corporate Governance; serves on Audit and Compensation, supporting board effectiveness.
- Attendance meets threshold: 2024 attendance ≥75% across Board/committees, indicating engagement.
- Pay structure: Post‑merger director compensation shifted to fixed cash retainer ($45k) with modest option values ($1.6k in 2024), aligning with small‑cap norms; equity grants are limited and not timed around MNPI.
- Ownership alignment: Beneficial ownership <1% with 4,555 shares; alignment is modest relative to float and peers; however, options and prior grants provide some exposure.
- Transition risk: Not standing for election in 2025; committee resignations planned at term end—board continuity and committee expertise will need backfill.
- Controls and audit oversight: Audit Committee endorses auditor independence and internal controls; no repricing without shareholder consent—good governance signal.
RED FLAGS
- No specific related‑party transactions disclosed for Ross; Audit Committee reviews any such transactions, mitigating conflict risk.
- Low personal ownership may be viewed as limited “skin‑in‑the‑game,” though typical for non‑employee directors at micro/small caps.
- Succession/continuity: Departure after 2025 Annual Meeting necessitates careful committee reconstitution.