Ned Siegel

About Ned L. Siegel

Ambassador Ned L. Siegel, age 73, has served as an independent director of Worksport Ltd. (WKSP) since June 30, 2021. He is President of The Siegel Group (founded 1997), counsel to Wildes & Weinberg, P.C. (since 2013), and formerly served as U.S. Ambassador to The Bahamas (Oct 2007–Jan 2009). He holds a B.A. from the University of Connecticut (1973), J.D. from Dickinson School of Law (1976), and an honorary Doctor of Business Administration from the University of South Carolina (Dec 2014) .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Ned L. Siegel is an “independent director” under Nasdaq rules and SEC Rule 10A-3(b)(1) .
• Committees and roles:
  • Audit Committee: Member (Chair is Craig Loverock; Loverock designated “financial expert”) .
  • Compensation Committee: Member (Chair is William Caragol) .
  • Nominating & Corporate Governance Committee: Chair (members include Craig Loverock and William Caragol) .
• Board meetings in FY2024: The Board met three (3) times and acted by written consent thirteen (13) times (individual attendance not disclosed) .
• Director terms: One-year terms; directors serve until the next annual meeting or until successors are elected .
• Risk oversight: Board oversees risk directly and via committees; Audit oversees financial/accounting risks; Compensation oversees comp-related risks; Nominating & Governance oversees governance risks .
• Compensation Committee consultant: Charter permits retaining an independent consultant; the Company has not retained one as of the proxy date .
• Code of Conduct and independence/related-party policy: Code applies to directors; related-person transactions require Audit Committee review under a formal policy .

Fixed Compensation

• 2024 director equity action: Each independent director (including Siegel) was granted 2,500 vested stock options at $7.042 per share, expiring July 23, 2034 .

Performance Compensation

RED FLAG: All director stock options enumerated in the beneficial ownership footnotes (including prior grants) “have been subsequently repriced to $7.042 per share,” indicating option repricing across legacy awards—a governance concern for shareholder alignment .

Other Directorships & Interlocks

• Current external directorships and advisory roles listed above; the proxy does not identify interlocks with WKSP competitors/suppliers/customers in the disclosed sections .
• Family relationships on the WKSP board are disclosed (Lorenzo Rossi is CEO Steven Rossi’s father); none disclosed for Siegel .

Expertise & Qualifications

• Government and international commerce: Former U.S. Ambassador (Bahamas), U.S. Mission to UN; former OPIC director; Enterprise Florida director—adds policy, trade, and investment expertise .
• Business leadership: Founder/President of a multi-disciplinary advisory firm spanning real assets, energy, infrastructure, finance, and cyber/security tech .
• Legal credentials: J.D.; counsel to a law firm since 2013 .
• Board qualification: The Board cites his “vast professional experience, education, and professional credentials” as qualifications .

Equity Ownership

Breakdown of Siegel’s beneficial holdings:

• 1,500 restricted shares granted 9/6/2021 (vested 9/6/2021) .
• Options (all subsequently repriced to $7.042; all counted as vested/exercisable within 60 days):
  • 1,500 @ $55.00 (exp. Aug 6, 2026) .
  • 375 @ $36.10 (exp. Jul 21, 2028) .
  • 3,000 @ $25.10 (exp. Dec 29, 2026) .
  • 6,000 @ $16.60 (exp. Jan 30, 2033) .
  • 938 @ $7.042 (exp. Jul 23, 2034) .
• Section 16 compliance: Company reports timely filings for Section 16 insiders for FY2024 .

Governance Assessment

• Strengths and roles:
  • Independent director with extensive government and investment experience; chairs Nominating & Corporate Governance, and serves on Audit and Compensation—positions him to influence governance standards and oversight .
  • Formal Code of Conduct, related-party approval policy, and Board-level risk oversight processes are in place; compensation clawback policy adopted Oct 2, 2023—positive governance signals .
• Alignment and ownership:
  • Siegel’s beneficial ownership is small in absolute and percentage terms (13,313; 0.028%), typical for micro-cap directors but reflects limited “skin-in-the-game” versus management control .
  • Company context: CEO Steven Rossi holds Series A Preferred conferring 51% voting power—concentrated control may constrain independent director influence (contextual governance consideration) .
• Risk indicators / red flags:
  • Option repricing: All director options were subsequently repriced to $7.042—a shareholder-unfriendly practice that weakens pay-for-performance; highlight for monitoring of future equity decisions .
  • Compensation Committee has not retained an independent compensation consultant as of the proxy date—may affect robustness of pay benchmarking at a company using significant equity compensation .
• Board process and engagement:
  • Board convened 3 meetings plus 13 written consents in FY2024; individual attendance not disclosed. Investors may seek future disclosure of attendance/engagement metrics for full assessment .
• Shareholder matters:
  • 2025 Annual Meeting proposals included ratification of certain non-plan stock option grants (requiring shareholder approval under Nasdaq rules) and amendments to the 2022 Equity Incentive Plan to move to quarterly evergreen and raise evergreen from 15% to 18%—signals ongoing equity utilization and potential dilution; oversight by Compensation and Nominating & Governance (chaired by Siegel) is pertinent .

Overall: Siegel brings relevant policy and governance expertise and holds key oversight roles as an independent director. However, the broad option repricing (including director awards) and concentrated voting control present governance risks for investor alignment; continued scrutiny of equity grant practices and board independence dynamics is warranted .