Ian Read
About Ian Read
Ian Read, age 72, was appointed to Volcon’s Board on July 17, 2025 to serve until elections at the next shareholder meeting; he is a former CEO and Chairman of Pfizer and currently a Senior Operating Executive at The Carlyle Group’s Global Healthcare Group, with a B.S. in Chemical Engineering from Imperial College London . Volcon’s July 17, 2025 8‑K described his background and appointment alongside three other directors , with subsequent press materials reiterating his Pfizer milestones and governance credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Inc. | Chief Executive Officer; Chairman of the Board | CEO 2010–2018; Chairman 2011–2018; Executive Chair 2019 | Led major portfolio actions including spin-off of Animal Health and formation of Allogene Therapeutics and Cerevel Therapeutics |
| The Carlyle Group | Senior Operating Executive, Global Healthcare Group | June 2020–present | Advises on healthcare investments and portfolio governance |
| Kimberly-Clark Corporation | Director; Lead Independent Director | Director 2007–2022; Lead Director 2017–2022 | Board leadership and oversight roles |
| DXC Technology | Chairman of the Board | 2019–2023 | Board leadership during transformation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Carlyle Group | Senior Operating Executive | 2020–present | Strategic healthcare operating support |
| Kimberly-Clark | Director; Lead Director | 2007–2022; Lead 2017–2022 | Board leadership; governance oversight |
| DXC Technology | Chairman | 2019–2023 | Board leadership |
Board Governance
- Committee assignments: Volcon’s 8‑K on February 27, 2025 listed committee rosters prior to Mr. Read’s appointment (Audit: Karin‑Joyce Tjon (Chair), Jonathan Foster, Adrian Solgaard; Compensation: Jonathan Foster (Chair), Karin‑Joyce Tjon, Orn Olason, Adrian Solgaard; Nominating & Governance: Karin‑Joyce Tjon (Chair), Jonathan Foster, Orn Olason) . The July 17, 2025 8‑K disclosed Mr. Read’s director offer letter with a per‑committee fee but did not specify his committee assignments; no subsequent filing reviewed enumerated post‑July committee placements for Mr. Read .
- Independence & board composition: The company’s Nominating & Governance Committee evaluates independence and conflicts under SEC/Nasdaq rules . In 2024, the Board did not have a majority of independent directors but stated that all committees were composed solely of independent directors .
- Attendance: The Board held 22 meetings in fiscal 2024, and each incumbent director attended at least 75% of Board and applicable committee meetings during their service period .
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Annual Director Retainer (cash) | $40,000 | Paid quarterly per director offer letter |
| Committee Membership Fee (cash) | $10,000 per committee | Paid quarterly for each committee served |
| Indemnification | Standard indemnification agreement | To be executed in substantially similar form to Exhibit 10.11 to the 2024 10‑K |
| Meeting Fees | Not disclosed | — |
Performance Compensation
| Award Type | Grant Size | Exercise Price | Term | Vesting Schedule | Conditions |
|---|---|---|---|---|---|
| Non-qualified Stock Options (Director Nominee grant) | 0.5% of Shares Deemed Outstanding ; specifically 298,802 options granted to each of Messrs. Read, Homer, Chauhan | $10.00 per share | 10 years | 20% vests at daily VWAP $10, then additional 20% tranches at $15, $20, $25; full vest at $30 VWAP | Not exercisable until the 2025 Stock Plan and share issuance are approved by stockholders |
Performance Metrics Table (for Director Options)
| Metric | Threshold | Vesting Impact |
|---|---|---|
| Daily VWAP | $10 | First 20% vests |
| Daily VWAP | $15 | Next 20% vests |
| Daily VWAP | $20 | Next 20% vests |
| Daily VWAP | $25 | Next 20% vests |
| Daily VWAP | $30 | Full vesting triggers |
- Clawback/COC provisions: Not disclosed for director equity grants in reviewed filings. The July 17, 2025 materials and subsequent press releases did not include clawback or change‑of‑control terms for director equity .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock with Volcon |
|---|---|---|
| The Carlyle Group | Senior Operating Executive | No disclosed direct transaction with Volcon in filings reviewed |
| Kimberly-Clark | Director; Lead Director | No disclosed interlock or commercial tie with Volcon |
| DXC Technology | Chairman | No disclosed interlock or commercial tie with Volcon |
- Board‑level interlocks to monitor: Volcon entered a Strategic Digital Assets Services Agreement with Gemini while appointing Gemini‑affiliated individuals (Rohan Chauhan, Director of Strategy, and Matthew Homer, on Gemini’s board) to Volcon’s Board, suggesting potential related‑party exposure at the board level (not attributable to Mr. Read) .
Expertise & Qualifications
- Chemical engineering degree; extensive CEO/Chair governance experience (Pfizer) .
- Significant corporate strategy, portfolio restructuring and spin‑off experience (Animal Health; Allogene; Cerevel) .
- Broad board leadership across technology and consumer staples; senior operating role in private equity healthcare .
Equity Ownership
| Category | Detail |
|---|---|
| Beneficial Ownership (Director Options) | 298,802 options granted; represents 0.5% of Shares Deemed Outstanding per offer letter |
| Vested vs. Unvested | Performance‑based vesting tied to VWAP milestones; initially unexercisable pending stockholder approval |
| Exercisable vs. Unexercisable | Not exercisable until 2025 Stock Plan/share approval; then exercisable per vesting |
| Shares Pledged/Hedged | No pledging or hedging disclosures for Mr. Read in reviewed filings — |
| Ownership Guidelines | Director ownership guidelines not disclosed in reviewed filings — |
Governance Assessment
- Alignment signals: Cash retainer is modest; equity compensation is entirely performance‑based, vesting only upon achieving escalating VWAP thresholds up to full vesting at $30, which strongly ties director compensation to market performance .
- Process and independence: The Nominating & Governance Committee reviews independence and conflicts; committees are composed of independent directors, though the Board did not have a majority of independent directors in 2024, and committee rosters post‑July appointments have not been disclosed for Mr. Read in filings reviewed .
- Shareholder sentiment risk: At the May 30, 2025 annual meeting, the proposal to increase the 2021 Stock Plan authorization by 2.1 million shares failed, indicating investor sensitivity to dilution; other proposals (including inducement grants outside the 2021 Plan) passed .
- Potential conflicts/RED FLAGS: Volcon’s Gemini services agreement coincides with appointing two Gemini‑affiliated directors, representing a related‑party exposure and governance risk requiring robust recusals and oversight; while not directly tied to Mr. Read, board‑level interlocks can impact overall governance quality .
- Attendance and engagement: Board activity was high in 2024 (22 meetings), with incumbents meeting ≥75% attendance; Mr. Read’s 2025 attendance has not been disclosed yet .
Board Governance
- Committee memberships (current disclosure): Pre‑July 2025 rosters as disclosed . Mr. Read’s specific committee assignments were not specified in the July 17, 2025 8‑K; his offer letter provides for a $10,000 per‑committee fee, implying expected committee service but without named assignments in the filings reviewed .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Director Retainer (cash) | $40,000 | Paid quarterly |
| Committee Fee (cash) | $10,000 per committee | Paid quarterly; assignment not disclosed |
| Meeting Fees | Not disclosed | — |
Performance Compensation
| Grant | Size | Price | Term | Vesting | Other Terms |
|---|---|---|---|---|---|
| Director Options | 298,802 options (0.5% of Shares Deemed Outstanding) | $10.00 | 10 years | VWAP milestones $10/$15/$20/$25/$30 (20% per milestone; full at $30) | Not exercisable until 2025 Stock Plan approved |
Other Directorships & Interlocks
| Company | Role | Years |
|---|---|---|
| Kimberly-Clark | Director; Lead Director | 2007–2022; Lead 2017–2022 |
| DXC Technology | Chairman | 2019–2023 |
| The Carlyle Group | Senior Operating Executive | 2020–present |
Equity Ownership
| Type | Amount | Status |
|---|---|---|
| Options | 298,802 | Unexercisable until plan/share approval; performance‑vested thereafter |
Governance Notes and Shareholder Feedback
- 2025 Annual Meeting outcomes: Proposal to increase 2021 Stock Plan shares failed; inducement option grants outside the plan approved; auditor appointment approved .
- Board and committee activity: Documented attendance standard and meeting cadence for 2024 .
- Leadership structure: Roles of Chairman and CEO are separate; committees comprised solely of independent directors in 2024; Board was seeking to increase independent representation .
RED FLAGS
- Related‑party exposure: Gemini agreement alongside Gemini‑affiliated directors on the Board (Chauhan; Homer) raises conflict risk requiring clear recusals and robust committee oversight .
- Independence balance: Prior disclosure that the Board did not have a majority of independent directors in 2024; post‑July 2025 independence composition not yet clarified in filings reviewed .
- Equity dilution sensitivity: Failed proposal to expand stock plan authorization suggests investor caution on dilution; monitoring future equity actions is warranted .
Summary Implications
- Mr. Read’s compensation is heavily at‑risk via stringent VWAP‑based vesting, aligning incentives with shareholder returns .
- His deep governance and operating experience (Pfizer, Carlyle, DXC, Kimberly‑Clark) is a positive for board effectiveness .
- Board‑level related‑party dynamics with Gemini necessitate vigilant oversight; investors should seek disclosure on recusals and committee roles to mitigate conflicts .