Orn Olason
About Orn Olason
Independent director at Volcon, Inc. (VLCN); age 54; joined the board in December 2024. Profile emphasizes co-founding and executive leadership in product design and brand strategy at THANK YOU®, and co-founding Girls are Awesome; the board has affirmatively determined he is independent under Nasdaq rules . Committee roles disclosed include Compensation and Nominating & Governance in his director profile, and Audit Committee membership beginning February 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| THANK YOU® (creative studio) | Co-founder and Executive Director | Not disclosed | Product design, brand identity, strategic vision; “big-vision” perspective |
| Girls are Awesome | Co-founder | Not disclosed | Platform focused on female representation; brand-building |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| None disclosed | — | — | No public-company directorships disclosed for Olason |
Board Governance
- Independence: Board determined Olason, Foster, Solgaard, and Tjon are independent; Kim is not independent .
- Committee assignments:
- Audit Committee member beginning February 2025 .
- Compensation and Nominating & Governance shown in Olason’s profile .
- Current committee rosters list Compensation (Foster, Tjon, Solgaard) and Nominating & Governance (Tjon, Foster, Solgaard) without Olason; Audit includes Olason from Feb 2025. Clarify roles as roster updates occur .
- Attendance: All directors attended last year’s virtual annual meeting; each incumbent director attended at least 75% of board and applicable committee meetings in 2024 (22 board meetings; 12 actions by written consent) .
- Leadership and governance structures: Separate Chair and CEO; all committees composed solely of independent directors; Code of Ethics, insider-trading, hedging, and pledging policies in place .
Fixed Compensation
Program design (non-employee directors, 2024): $50,000 cash retainer (includes committee participation), plus $100,000 equity (options or RSUs) subject to share availability; the company did not grant any director equity in 2024 due to insufficient shares .
| Metric | 2024 |
|---|---|
| Fees earned or paid in cash ($) | $4,167 |
| Option awards ($) | $0 |
| Total ($) | $4,167 |
Notes:
- Olason’s 2024 cash reflects his December 2024 start; other directors received $50,000 cash for full-year service .
- Non-employee director compensation cap set at $300,000 per year (cash plus equity, grant-date fair value) under the 2021 Stock Plan .
Performance Compensation
- Equity for directors: Intended annual $100,000 in options or RSUs, but no director equity was granted in 2024 due to lacking available shares .
- Performance metrics: No performance-linked metrics disclosed for director compensation; equity grants are time-based and subject to stockholder-approved plan capacity .
| Item | 2024 |
|---|---|
| Intended equity grant value ($) | $100,000 (design) |
| Actual equity granted ($) | $0 (no shares available) |
| Performance metrics tied to director pay | None disclosed |
Other Directorships & Interlocks
| Company | Role | Interlock / Conflict Potential |
|---|---|---|
| None disclosed | — | None identified in proxy |
- Related-party transactions disclosed in the proxy involve Pink Possum LLC, Highbridge Consultants, and legacy arrangements with a former director/founder; no related-party transactions implicating Olason are disclosed .
Expertise & Qualifications
- Product design, brand identity, and strategic vision across consumer products and creative ventures .
- Entrepreneurial background with global client engagement; no audit committee financial expert designation (committee experts are Tjon and Foster) .
Equity Ownership
| Metric | As of April 21, 2025 |
|---|---|
| Total beneficial ownership (shares) | 0 |
| Ownership as % of outstanding | <1% |
| Options – exercisable | None disclosed |
| Options – unexercisable | None disclosed |
| Shares pledged as collateral | Prohibited by policy |
| Hedging of company stock | Prohibited by policy |
| Director stock ownership guidelines | Not disclosed in proxy |
Governance Assessment
- Committee coverage: Olason’s roles across Audit (from Feb 2025), and profile-listed Compensation and Nominating & Governance, indicate broad governance exposure; Audit participation strengthens financial oversight though he is not designated a financial expert .
- Independence and engagement: Independent status and reported ≥75% attendance benchmarks support baseline effectiveness; full-year attendance metrics for Olason will be clearer after 2025 given his late-2024 start .
- Alignment: RED FLAG—Olason reported zero beneficial ownership at the April 21, 2025 record date; combined with the absence of 2024 equity grants (plan capacity constraints), this signals limited personal economic alignment versus best-practice director ownership norms .
- Compensation structure: No director equity granted in 2024 due to insufficient plan shares; the board seeks to expand the plan by 2,100,000 shares, which would allow resumption of equity grants and potentially improve alignment, but also increases potential dilution—monitor grant sizing, vesting, and future ownership levels .
- Conflicts: No related-party transactions or interlocks disclosed for Olason; company policies prohibit hedging and pledging, reducing misalignment risk .
- Compensation committee: Composition (Foster Chair, Tjon, Solgaard) and no outside consultant in 2024 may limit external benchmarking perspectives; Olason’s profile indicates committee membership, but roster lists him only on Audit beginning Feb 2025—seek clarity on current committee assignments .