Preston Yarborough
About Preston Yarborough
Preston Yarborough is Vice President and Director of Product Development at Twin Vee PowerCats Co. and a Class II director; age 45, director since 2010, with his board term expiring at the 2026 annual meeting . He is a non-independent director due to his officer role; the board’s leadership combines CEO/Chair (Joseph Visconti) with a Lead Independent Director (Kevin Schuyler) . Performance metrics like TSR, revenue growth, and EBITDA growth tied to his pay are not disclosed in the proxy; his annual bonus is contingent on compensation committee-set goals .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Twin Vee PowerCats Co. | Vice President; Director of Product Development | Since 2010 (Director); since inception as VP | Product development leadership across new models |
External Roles
No external directorships or roles are disclosed for Preston Yarborough in the proxy.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $185,841 | $182,584 |
| Target Bonus (% of Salary) | 50% (per employment agreement) | 50% (per employment agreement) |
| Actual Bonus Paid ($) | $61,208 | $67,761 |
| Other Compensation ($) | $23,036 (car $12,000; health $11,036) | $33,578 (car $12,000; health $21,578) |
Notes:
- Employment Agreement: Annual base salary $200,000; annual performance cash bonus target 50% of base; benefits include 4 weeks vacation, $1,000/month car allowance, and family medical coverage .
Performance Compensation
Equity Awards and Vesting
| Grant Date | Type | Number of Options | Exercise Price ($) | Vesting Schedule | Expiration | Fair Value / Notes |
|---|---|---|---|---|---|---|
| 07/23/2021 | Stock Options (2021 Plan) | 13,599 (exercisable at 12/31/24) | 58.00 | Monthly over 3 years | 07/23/2031 | Initial IPO grant |
| 10/21/2022 | Stock Options (2021 Plan) | 2,803 (exercisable); 254 (unexercisable) | 21.70 | Monthly over 3 years | 12/14/2032 | 2022 grant |
| 10/04/2023 | Stock Options (2021 Plan) | 1,593 (exercisable); 907 (unexercisable) | 13.50 | Monthly over 3 years | 10/04/2033 | 2023 grant |
| 10/04/2023 | Stock Options (Forza 2022 Plan converted) | 972 (exercisable); 556 (unexercisable) | 11.40 | Monthly over 3 years | 10/04/2033 | Converted at merger |
| 06/26/2024 | Stock Options (2021 Plan) | 6,243 (exercisable); 3,756 (unexercisable) | 5.70 | Annually over 4 years | 06/26/2034 | 2024 grant |
| 05/19/2025 | Stock Options (2021 Plan) | 888 (exercisable); 7,112 (unexercisable) | 2.71 | Annually over 3 years | 05/19/2025 | 2025 grant (new award) |
| 11/26/2024 | Converted Options (Forza merger) | 45,874 | 8.17 | Vested upon issue | — | Merger conversion; award event |
| 06/26/2024 | Option Award (Form 4) | 200,000 | 0.57 | As per plan (vesting annually over 4 years) | — | Form 4 grant: https://www.sec.gov/Archives/edgar/data/1855509/000173112224001044/0001731122-24-001044-index.htm |
| 11/26/2024 | Option Award (Form 4) | 45,874 | 8.17 | Converted; vested | — | Form 4 grant: https://www.sec.gov/Archives/edgar/data/1855509/000173112224001886/0001731122-24-001886-index.htm |
| 05/19/2025 | Option Award (Form 4) | 8,000 | 2.71 | As per plan | — | Form 4 grant: https://www.sec.gov/Archives/edgar/data/1855509/000173112225000794/0001731122-25-000794-index.htm |
Notes:
- Company policy: Option grants effective at grant date; exercise price equals closing market price; grants not timed around material nonpublic information .
- Equity plans prohibit option repricing without shareholder consent .
Equity Ownership & Alignment
| Date | Total Beneficial Ownership (Shares) | Ownership % | Direct Shares | Options (Exercisable within 60 days) | Pledged Shares |
|---|---|---|---|---|---|
| Record Date: 10/15/2025 | 31,602 | 1.4% | 3,835 | 27,767 | None; hedging/pledging prohibited by policy |
Additional:
- Anti-hedging/anti-pledging policy: No short sales, derivatives, swaps, collars, or pledging of company stock for directors/officers/employees .
- Director compensation: Executives (Visconti, Yarborough) receive no director fees; non-employee directors have defined retainers .
Employment Terms
| Provision | Non-Change-in-Control | Change-in-Control (within 12 months) |
|---|---|---|
| Severance | 9 months salary continuation; pro-rated annual bonus for year of termination; prior-year accrued bonus; COBRA up to 9 months; full vesting of unvested equity under 2021 Plan; options exercisable up to 6 months post-termination | 12 months salary continuation; prior-year accrued bonus; pro-rated target bonus for year; one-time target bonus; COBRA up to 12 months; full vesting of unvested equity under 2021 Plan; options exercisable up to 6 months post-termination |
| Non-Compete/Non-Solicit | 1 year post-termination; confidentiality obligations apply | 1 year post-termination; confidentiality obligations apply |
| Base Salary & Bonus Target | $200,000 base; 50% target bonus | Same |
| Benefits | 4 weeks vacation; $1,000/month car allowance; medical insurance for executive and family | Same |
Board Governance
- Board classification: Three classes; Yarborough is Class II with term expiring at 2026 annual meeting .
- Committee memberships: Audit, Compensation, and Nominating committees composed of independent directors; Yarborough is not listed as a member of these committees .
- Independence: Only non-employee directors (Kull, Ross, Schuyler, Swets, Craig) are independent; officer-director Yarborough is not independent .
- Lead Independent Director: Kevin Schuyler .
- Attendance: In 2024, each current director attended at least 75% of board and committee meetings .
Insider Transactions (Form 4) — Recent Activity
| Transaction Date | Type | Quantity | Price ($) | Security | Filing URL |
|---|---|---|---|---|---|
| 06/26/2024 | Award (Option Grant) | 200,000 | 0.57 | Stock Option | https://www.sec.gov/Archives/edgar/data/1855509/000173112224001044/0001731122-24-001044-index.htm |
| 11/26/2024 | Award (Converted Options) | 45,874 | 8.17 | Stock Option | https://www.sec.gov/Archives/edgar/data/1855509/000173112224001886/0001731122-24-001886-index.htm |
| 05/19/2025 | Award (Option Grant) | 8,000 | 2.71 | Stock Option | https://www.sec.gov/Archives/edgar/data/1855509/000173112225000794/0001731122-25-000794-index.htm |
No open-market sales were reported in these filings; ownership positions increased via awards and conversion events.
Related Party Transactions (Company Context)
- Facility lease with Visconti Holdings (CEO-affiliated entity): $36,456/month plus 6.5% tax; initial term to 12/31/2025 with 5-year renewal option (exercised) .
- Forza X1 transition services and merger: options and board composition changes occurred; executive/board roles updated post-merger .
Risk Indicators & Red Flags
- Dual role (officer + director) reduces independence; mitigated by Lead Independent Director and independent committee composition .
- Anti-hedging/pledging policy reduces alignment risks such as hedging or collateral pledges .
- CFO resignation effective September 14, 2025 (timing disclosure) introduces some execution risk near earnings cycles, though no disagreement reported .
- Equity plan governance: No option repricing without shareholder consent; option grant timing policy disclosed .
Compensation Structure Analysis
- Cash vs equity mix: 2024 compensation includes salary ($182,584) and bonus ($67,761) with option grants (fair value $28,300), signaling continued at-risk equity exposure .
- Shift to RSUs vs options: Awards disclosed are predominantly stock options; RSUs/PSUs not disclosed for Yarborough .
- Guaranteed vs at-risk pay: Base salary fixed at $200,000 under agreement; bonus contingent on performance goals; equity awards with multi-year vesting .
- Repricing/modification: Repricing prohibited without shareholder consent .
Say-on-Pay & Shareholder Feedback
Not disclosed in the 2025 proxy. –
Expertise & Qualifications
Education and external recognitions are not disclosed; core credentials focus on product development leadership within Twin Vee .
Work History & Career Trajectory
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Twin Vee PowerCats Co. | Vice President; Director of Product Development; Director | Since 2010 (board); VP since inception | Product development oversight |
Director Compensation (for Preston as Director)
- Executives Visconti and Yarborough receive no separate director compensation .
Investment Implications
- Alignment: Significant option holdings with long-dated expirations and multi-year vesting align incentives with longer-term value creation; anti-pledging policy reduces misalignment risks .
- Retention risk: Severance terms and CIC protections (salary continuation, bonus, accelerated vesting) are moderate-to-high, supporting retention but potentially increasing change-in-control cash costs; non-compete/non-solicit strengthen post-exit protection .
- Trading signals: Recent Form 4s show awards and conversions, not sales, suggesting limited near-term insider selling pressure; monitor future Form 4s for exercises/sales as vesting tranches come due (e.g., 2024/2025 grants) (see URLs above).
- Governance: Dual officer-director role raises independence considerations; mitigants include independent committee structure and lead independent director oversight .