Adrian Solgaard
About Adrian Solgaard
Adrian Solgaard (age 39) has served as an independent director of Volcon, Inc. since July 2024. He is the CEO and Founder of Solgaard Design, a sustainable travel goods and accessories brand, and was appointed to Volcon’s Audit and Compensation Committees (also serving on Nominating & Governance) . The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Solgaard Design | CEO & Founder | Not disclosed | Thought leader in sustainable product design; featured by major media outlets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Mr. Solgaard |
Board Governance
- Committee memberships:
- Audit Committee member from July 2024 until February 2025; Audit Committee met 4 times in 2024; all members independent; chair KJ Tjon; Jonathan Foster and KJ Tjon designated “audit committee financial experts” .
- Compensation Committee member (Jonathan Foster, Chair; KJ Tjon, member); committee met 2 times in 2024; all members independent; no compensation consultant engaged in 2024 .
- Nominating & Governance Committee member (KJ Tjon, Chair; Jonathan Foster, member); committee met 1 time in 2024 and took 1 written consent; all members independent .
- Independence: Board determined Solgaard is independent under Nasdaq standards .
- Attendance: In 2024, each incumbent director attended at least 75% of Board and applicable committee meetings; Board held 22 meetings and took 12 actions by written consent .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Fees earned or paid in cash ($) | $20,833 |
| Option awards ($) | $0 (no equity granted in 2024) |
| Total ($) | $20,833 |
| Board Director Compensation Policy (Context) | FY 2024 |
|---|---|
| Annual cash retainer (non-employee directors; includes committee participation) | $50,000 |
| Equity-based compensation (target) | $100,000 in stock options or RSUs, subject to stockholder approval and share availability; no grants in 2024 due to insufficient shares under 2021 Stock Plan |
Performance Compensation
| Equity/Performance Element | FY 2024 Detail |
|---|---|
| Annual equity grant (directors) | Target $100,000 in options or RSUs; not granted in 2024 due to share availability constraints under the 2021 Stock Plan |
| Performance metrics tied to director compensation | Not disclosed |
| Vesting schedules (director equity) | Not applicable for 2024 (no grant) |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks |
|---|---|---|---|
| None disclosed | — | — | None disclosed |
Expertise & Qualifications
- CEO/founder experience in consumer product design and entrepreneurship; recognized as a thought leader in sustainable product design (media features include Entrepreneur, Forbes, Good Morning America, LinkedIn News, Sky News, LA Times) .
- Board places emphasis on director qualifications including ethics, leadership, time commitment, and independence; Nominating & Governance reviews conflicts and independence each cycle .
Equity Ownership
| Ownership Detail (as of April 21, 2025) | Amount |
|---|---|
| Shares beneficially owned | 1 share (purchased prior to becoming a director) |
| Percent of class | <1% (based on 3,850,824 shares outstanding) |
| Vested vs. unvested shares | Not disclosed |
| Options held | None disclosed for Mr. Solgaard in director table |
| Shares pledged as collateral | Company prohibits pledging by directors and executive officers |
| Hedging/short sales | Company prohibits hedging/monetization and short sales by insiders |
Shareholder Support (2025 Annual Meeting)
| Item | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Election of Adrian Solgaard (May 30, 2025) | 306,686 | 296,216 | 1,059,847 |
Governance Assessment
- Alignment: Personal ownership is de minimis (1 share, <1%), and planned annual director equity awards were not granted in 2024 due to limited stock plan capacity—reducing equity alignment versus policy intent . However, company policies prohibit hedging and pledging, supporting alignment with long-term shareholder interests .
- Committee effectiveness: Active roles on Audit, Compensation, and Nominating & Governance suggest broad exposure to oversight areas; committees comprised solely of independent directors and met during 2024 (Audit: 4; Compensation: 2; N&G: 1) . No compensation consultant was engaged in 2024, which limits external benchmarking but may reflect cost discipline .
- Independence and attendance: Independence affirmed; attendance threshold met across the Board and committees (≥75%) indicating baseline engagement; Solgaard served on Audit until February 2025 and remains on Compensation and N&G .
- Investor sentiment signal: 2025 election support was mixed, with a relatively high “withhold” count compared to “for” votes, though broker non-votes were significant; monitoring future proxy trends advisable .
- Potential conflicts: Solgaard is CEO/Founder of Solgaard Design; the N&G Committee explicitly evaluates conflicts and independence, and the Board determined he is independent; no related-party transactions involving him are disclosed in the cited proxy .
- Red flags to monitor:
- Low personal stock ownership (skin-in-the-game) .
- Suspension of director equity grants in 2024 due to limited plan capacity (watch for equity grant normalization post-share authorization) .
- Mixed election support in 2025 (elevated withholds) .