Steven Rossi
About Steven Rossi
Steven Rossi, age 39, is Worksport’s Chief Executive Officer, President, Secretary, and Chairman since November 7, 2014, and has served on the Audit Committee since April 22, 2019; he founded Worksport Ontario in 2011, previously founded 2230164 Ontario Inc. (2005) and Scrap my Junk Car (2006), and holds 14 patents licensed exclusively to Worksport; he attended the University of Toronto (2005–2007, Life Science) . Company performance under his tenure shows Net Sales of $8,484,379 in FY2024 vs $1,529,632 in FY2023 with 2024 TSR value of an initial $100 at $60.40 and 2023 TSR at $149.75, highlighting revenue expansion and stock volatility .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Worksport Ontario (wholly-owned operating company) | Founder | 2011–present | Created core operating entity and product IP base (14 patents licensed exclusively to Worksport) |
| 2230164 Ontario Inc. | Founder/Operator | 2005–c.2010 | Early auto-related venture building operational experience |
| Scrap my Junk Car | Founder/Operator | 2006–c.2011 | Auto-related venture; operational foundation prior to Worksport |
External Roles
No external public-company directorships or committee roles for Steven Rossi are disclosed in the biographies and director sections reviewed .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $323,667 | $374,239 | $187,000 (plus CAD vacation payout) within total salary of $348,246 |
| Target Bonus (% of Base) | 50% of Base Salary per Employment Agreement | 50% of Base Salary | 50% of Base Salary (Employment Agreement), and $150,000 earned for 2024, paid in 2025 |
| Actual Bonus Paid ($) | Not disclosed | Not disclosed | $150,000 earned for 2024 (paid in 2025) |
| Health/Dental/Vision Contributions ($) | $979 | $687 | $1,719 |
| Consulting Fees ($) | — | — | $159,527 (part of 2024 compensation mix) |
Notes:
- Rossi’s Employment Agreement (effective May 10, 2021) sets Base Salary at $300,000 and Target Bonus at 50% of base, with annual goals set by the Compensation Committee .
- That Employment Agreement was terminated on July 23, 2024 and replaced with a Consulting Agreement; Rossi continues to serve as CEO/President through the consultant entity .
Performance Compensation
| Award | Grant Date | Instrument | Strike/Terms | Expiration | Vesting Metric | Status |
|---|---|---|---|---|---|---|
| Stock Options | Aug 6, 2021 | ISO 10,000 sh | $55.00 (repriced to $7.042 on 7/23/2024) | Aug 6, 2026 | 100% vested at grant | Vested; repriced |
| Stock Options | May 1, 2023 | NQSO 200,000 sh | $17.40 (repriced to $7.042 on 7/23/2024) | May 1, 2033 | 10 tranches; vest on VWAP thresholds (e.g., $20 for 10 days) or market cap milestones (e.g., $38m → initial 10%, +10% per +$17m) | 20% vested by 12/31/2024 |
| Stock Options | Jul 21, 2023 | NQSO 5,000 sh | $36.10 (repriced to $7.042 on 7/23/2024) | Jul 21, 2028 | 50% at 1-year; 50% at 2-year | Vesting per schedule |
| Stock Options | Oct 31, 2023 | ISO 150,000 sh | $14.40 (repriced to $7.042 on 7/23/2024) | Oct 31, 2033 | Revenue run-rate milestones: 20% at $10m annual run-rate (=$2.5m quarterly), +20% per additional $10m run-rate | 20% vested by 12/31/2024 |
| Option Repricing | Jul 23, 2024 | Company-wide | Repriced 5,445,156 options to $0.7042; Rossi’s portion 3,650,000 | N/A | N/A | Executed; alignment rationale described |
| Consulting Option | Jul 23, 2024 | NQSO 3,500,000 sh | FMV at grant; equal quarterly vest over 5 years; immediate full vest on Change in Control | 10 years from grant | Time-based vesting; CoC acceleration | |
| Restricted Equity | Nov 11, 2022 | RSAs 160,000 units | Fair value $19.00 per unit; performance-based vesting | N/A | Performance milestones | Granted 2022 per 2025 proxy |
| Restricted Equity (superseded) | Nov 11, 2022 | RSUs 1,600,000 units | Milestone-based; later canceled May 1, 2023 and replaced with NQSOs | N/A | Milestone vesting (canceled) | Canceled; replaced with 2,000,000 NQSOs |
Pay-versus-Performance (context):
- Options incremental fair value recognized on 7/26/2024 repricing: $40,300 in 2024 .
- PEO compensation “actually paid” and TSR disclosed in proxy tables; 2024 TSR value of $60.40 and 2023 TSR $149.75 .
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned | % of Common Outstanding | Exercisable Options | Unexercised (Unvested) Options | Series A Preferred | Notes |
|---|---|---|---|---|---|---|
| Oct 11, 2024 (record date) | 2,617,539 | 8.46% (base: 30,920,609 shares) | Includes 100,000 @ $5.50 and 25,000 @ $3.61 (later repriced to $0.7042) | RSU/PSU holdings per 2022 grants; later canceled/modified | 100 shares; 51% voting power | “Controlling person” status via Series A |
| Mar 27, 2025 (base for ownership table) | 335,088 | 6.99% (base: 4,795,521 shares) | 12,500 @ $7.042 (10,000 exp. 8/6/2026; 2,500 exp. 7/21/2028) | 280,000 deemed unlikely to vest near-term; 70,000 vested of 350,000 total | 100 shares; 51% voting power | Also holds 252,588 shares with transfer agent; purchased 3,333 on Nov 19, 2024 |
| Oct 30, 2025 (share count context) | — | 8,250,442 common shares outstanding | — | — | Series A continues at 51% voting power | Informational share count as of close of business |
Pledging/Hedging:
- No disclosure of share pledging or hedging by Rossi was identified in reviewed filings .
Ownership Guidelines:
- No executive stock ownership guideline disclosure identified for Rossi .
Section 16 Compliance:
- Insiders complied with Section 16 filing requirements for 2024 and 2023, per proxies .
Employment Terms
| Agreement | Effective Date/Term | Role | Cash Economics | Severance | Change-of-Control (CoC) Economics | Clawback/Indemnification | Other Key Terms |
|---|---|---|---|---|---|---|---|
| Employment Agreement | Effective May 10, 2021; 5-year term with automatic 3-year renewals unless notice 90 days prior | CEO/President | Base Salary $300,000; Target Bonus 50% of base, goals set annually | If terminated without Cause or for Good Reason: Base Salary through earlier of term expiry or 1 year; if after year 1, 18 months of base + accrued benefits; earned/pro-rata bonus and expenses; subject to release | 2x Base Salary + Bonus (non-prorated at target); full vest of unvested options; RS restrictions lapse; performance goals deemed met at target; option exercisability up to earlier of 3 years post-termination or option expiry | Subject to company clawback policy; indemnification to fullest extent permitted | Amended Series A conversion right eliminated; in consideration, 1,717,535 unregistered common shares issued |
| Consulting Agreement | Effective July 23, 2024; continues indefinitely | CEO/President (through 2230164 Ontario Inc.) | Annual vacation 20 days + 10 holidays; reimbursable business/travel exp.; CoC transaction cash bonus 2x Base Salary if stock is ≥2x Nasdaq listing price at CoC | Termination provisions include Disability/Death and Final Compensation; standard notice rights | If CoC and termination within 24 months without Good Cause or for Good Reason: lump-sum severance equal to 2x Base Salary + Bonus (at 100% payout); full equity vesting and extension of option exercise; performance awards deemed target | Subject to clawback; indemnification to fullest extent permitted | New NQSO for 3,500,000 shares at FMV; equal quarterly vest over 5 years; 10-year term; full vest on CoC |
Board Governance
- Roles and Dual-Role Implications: Rossi serves concurrently as CEO, President, Secretary, and Chairman of the Board, concentrating authority; the company does not mandate separation of Chair/CEO and determines structure dynamically . Independence risk is heightened by his 51% voting power via Series A Preferred and the presence of a family relationship (his father, Lorenzo Rossi, is a director) .
- Committee Memberships: Biographical section lists Rossi as an Audit Committee Member since April 22, 2019 , while the committee composition section identifies the Audit Committee as three independent directors (Loverock—Chair/financial expert, Caragol, Siegel), with those same independent directors also forming Compensation and Nominating/Governance committees .
- Board Activity: The Board met 3 times and acted by written consent 13 times in FY2024 . Board meeting attendance rate is not disclosed in reviewed filings .
- Director Compensation (context): Independent directors received cash fees and option awards; e.g., FY2024 fees: Loverock $21,233, Caragol $45,000, Siegel $50,000; each received options (2,500 sh at $7.042 expiring 7/23/2034) .
Compensation Structure Analysis
- Shift/Modifications: Company executed a broad option repricing on July 23, 2024, reducing exercise prices (Rossi’s aggregate repriced options: 3,650,000), a governance red flag often indicative of retention motivation under share price stress; incremental fair value recognized for certain Rossi options was $40,300 in 2024 .
- Mix and Pay vs Performance: PEO salary decreased 7% from 2023 to 2024, while Net Sales rose sharply (+4,547% in 2024 vs +1,213% in 2023), and TSR declined in 2024, highlighting misalignment between market returns and operational growth; company notes NEO compensation decreased 16.1% 2023–2024 and believes pay was below industry standard .
- Equity Program Capacity: Proposed amendments to the 2022 Plan increase the evergreen from annual 15% to quarterly 18% of common outstanding, expanding capacity for ongoing equity grants and potentially dilution; Board recommended approval .
Compensation & Ownership Tables
| Category | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $323,667 | $374,239 | $348,246 (includes CAD vacation payout; base $187,000 + consulting $159,527 + benefits $1,719) |
| Stock Awards ($) | $3,040,000 (RSUs/RSAs granted 2022) | — | — |
| Stock Options ($) | — | $4,978,572 (multiple grants in 2023) | $40,300 (incremental fair value from 7/26/2024 repricing) |
| Total ($) | $3,363,667 | $5,352,811 | $388,546 |
| Pay vs Performance | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| PEO Compensation Actually Paid ($) | $299,922 | $374,239 | $348,246 |
| TSR Value of $100 Investment ($) | $41.12 | $149.75 | $60.40 |
| Net Sales ($) | $116,502 | $1,529,632 | $8,484,379 |
| Outstanding Equity (as of 12/31/2024) | Exercisable | Unexercised/Unearned | Strike | Expiration |
|---|---|---|---|---|
| Options | 82,500 | 282,500 | $7.042 (repriced) | Various (2026–2033) |
| Stock Awards | — | — | — | — |
Related Party Transactions
- Payments to CFO-managed accounting firm: UHY/Forbes Andersen billed $70,000 accrued in 2024; $147,882 paid in 2023; broader audit fee disclosures indicate Lumsden & McCormick engagement and audit/tax fees; separate related-party summary cites Forbes Andersen Limited compensation in 2024 ($54,767) and 2023 ($130,639) .
Employment & Retention Risk
- Contract Transition: Rossi’s Employment Agreement (with auto-renew) was terminated and replaced by an indefinite Consulting Agreement effective July 23, 2024, preserving equity awards and adding significant new time-based options and CoC accelerants; this structure can improve flexibility but may raise retention optics and severance cost risks .
- Severance/CoC: Double-trigger CoC provisions in both agreements grant 2x cash severance and full equity acceleration, with performance deemed met; the consulting agreement also adds a separate CoC transaction cash bonus tied to stock price thresholds, increasing potential change-of-control payouts .
- Clawbacks: Company adopted an executive compensation recoupment policy on October 2, 2023, and agreements are subject to clawback provisions, partially mitigating risk .
Board Service History, Committees, Independence
- Board Service: Director since November 7, 2014; Chairman of the Board; also serves as CEO/President .
- Committees: Biographical listing includes Audit Committee Member; formal committee composition identifies Audit Committee as independent-only (Loverock—Chair, Caragol, Siegel); Compensation Committee (Caragol—Chair, Loverock, Siegel); Nominating/Governance Committee (Siegel—Chair, Loverock, Caragol) .
- Independence: Rossi is not independent; also holds 51% voting power via Series A Preferred; family relationship on board (Lorenzo Rossi is his father) .
- Board Activity: 3 meetings and 13 written consents in FY2024; director meeting attendance rates not disclosed .
Performance Compensation Detail
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Market Capitalization/Share Price (NQSO 200,000; 5/1/2023) | Not disclosed | VWAP ≥$20 for 10 days or market cap $38m triggers initial tranche; +10% per $1 VWAP increase or +$17m market cap increase | 20% vested by 12/31/2024 | Options vesting tranches | Time/market-based vest; expiration 5/1/2033; repriced to $7.042 |
| Revenue Run-Rate (ISO 150,000; 10/31/2023) | Not disclosed | $10m annual run-rate (=$2.5m quarterly) triggers 20%; +20% per additional $10m run-rate | 20% vested by 12/31/2024 | Options vesting tranches | Revenue-based vest; expiration 10/31/2033; repriced to $7.042 |
| Time-Based (NQSO 5,000; 7/21/2023) | Not disclosed | 50% at 1-year; 50% at 2-year | Per schedule | Options vesting per time | Expiration 7/21/2028; repriced to $7.042 |
| Consulting NQSO 3,500,000 (7/23/2024) | Not disclosed | Equal quarterly vest over 5 years | Ongoing | Options vesting per time | Full acceleration on CoC; 10-year term |
Investment Implications
- Alignment vs Dilution/Option Risk: Rossi’s compensation levers are predominantly equity-based with operational (revenue) and market (VWAP/market cap) conditions, supporting pay-for-performance; however, the large repricing and new 3.5M time-vested options, combined with proposed plan evergreen expansion to quarterly 18%, increase potential dilution and create regular vesting supply that can pressure shares if monetized .
- Control/Independence: The 51% voting power via Series A Preferred and dual role as CEO/Chairman, alongside a family director, centralize governance and reduce independence, which can be a governance premium discount for some investors .
- Retention/CoC Economics: Robust double-trigger CoC severance and full equity acceleration, plus an additional CoC transaction bonus, imply meaningful payouts in a sale, potentially aligning incentive to strategic alternatives but increasing transaction costs; the indefinite consulting structure maintains flexibility but can signal non-standard executive arrangements .
- Performance Trajectory: Rapid revenue growth in 2023–2024 with mixed TSR outcomes indicates execution upside but market skepticism/volatility; continued delivery on revenue run-rate milestones directly unlocks option tranches and could be a positive trading signal if sustained .