William Caragol
About William Caragol
William Caragol, age 58, has served as an independent director of Worksport Ltd. (WKSP) since June 30, 2021 and chairs the Compensation Committee; he is also a member of the Audit and Nominating & Corporate Governance Committees . He holds a B.S. in business administration and accounting from Washington & Lee University and is a member of the American Institute of Certified Public Accountants (AICPA), bringing finance and public company board experience to Worksport . He is classified as an independent director under Nasdaq rules and SEC Rule 10A-3(b)(1) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greenbox POS (NASDAQ: GBOX) | Director | Prior service (dates not specified) | Governance/financial oversight experience from prior public company board |
| Quidem LLC | Managing Director | 2018–present | Corporate advisory leadership; finance and strategic advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mainz BioMed N.V. (NASDAQ: MYNZ) | Chief Financial Officer | Since July 2021 | Operational finance leadership in diagnostics sector |
| DeFi Development Corp. (NASDAQ: DFDV) | Director; Audit Committee Chair | Since July 2023 | Audit leadership; financial reporting oversight |
Board Governance
- Independence: The Board determined that Caragol is independent under Nasdaq listing standards and SEC Rule 10A-3(b)(1) .
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee; Member, Nominating & Corporate Governance Committee .
- Committee practices: Compensation Committee may retain independent compensation consultants, but the Company has not retained one as of the proxy date—potential resource constraint for pay benchmarking .
- Board activity: During FY2024, the Board met three times and acted by written consent 13 times; Audit Committee held three meetings in 2025, reflecting active oversight cadence .
- Governance infrastructure: Adopted Code of Business Conduct and Ethics and delineated risk oversight across Board and committees .
- Family relationships: Lorenzo Rossi is CEO Steven Rossi’s father; no disclosed family ties to Caragol—supports independence .
Fixed Compensation
| Period | Component | Amount (USD) | Notes |
|---|---|---|---|
| FY2024 | Fees Earned or Paid in Cash | $45,000 | Director cash retainer structure; no meeting fees disclosed |
| FY2024 | Other Cash/Fees | $0 | No separate committee chair fees disclosed |
Performance Compensation
| Period | Component | Grant Details | Amount/Fair Value | Vesting/Terms |
|---|---|---|---|---|
| FY2024 | Option Awards | 2,500 options @ $7.042 strike, expire 7/23/2034 | $3,845 fair value | Vested options granted to independent directors in 2024 |
| Historical (beneficial ownership) | Option Awards | 1,500 options @ $55.00 exp. 8/6/2026 | Included in beneficial ownership | Vested; subsequently repriced to $7.042 |
| Historical (beneficial ownership) | Option Awards | 375 options @ $36.10 exp. 7/21/2028 | Included in beneficial ownership | Vested; subsequently repriced to $7.042 |
| Historical (beneficial ownership) | Option Awards | 3,000 options @ $25.10 exp. 12/29/2026 | Included in beneficial ownership | Vested; subsequently repriced to $7.042 |
| Historical (beneficial ownership) | Option Awards | 6,000 options @ $16.60 exp. 1/30/2033 | Included in beneficial ownership | Vested; subsequently repriced to $7.042 |
Notable pay design factors:
- Equity award repricing: All listed director options (including Caragol’s) were subsequently repriced to $7.042—repricing is a governance red flag indicating potential misalignment and dilution concerns .
- The Company also proposed ratification of non-plan stock option grants (July 12, 2025), requiring shareholder approval—another equity governance sensitivity .
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Committee/Chair | Interlock Risk Notes |
|---|---|---|---|---|
| Mainz BioMed N.V. | NASDAQ: MYNZ | CFO | N/A | External executive role—time commitment and potential related-party vigilance required; no WKSP transactions disclosed with MYNZ |
| DeFi Development Corp. | NASDAQ: DFDV | Director | Audit Chair | Audit leadership; no disclosed WKSP dealings—monitor for future overlap |
| Greenbox POS | NASDAQ: GBOX | Former Director | N/A | Prior directorship; no WKSP dealings disclosed |
Expertise & Qualifications
- Financial expertise: CPA/AICPA membership; deep experience across finance and accounting roles and public board service .
- Committee leadership: Chairs Compensation Committee at WKSP; audit chair experience externally (DFDV) supports robust oversight of pay and controls .
- Education: B.S. in business administration and accounting, Washington & Lee University .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Basis for % | Breakdown |
|---|---|---|---|---|
| William Caragol | 13,313 | 0.028% | 4,795,521 shares outstanding (as of 3/27/2025) | 1,500 restricted shares (vested 9/6/2021) ; options vested: 1,500 @ $55.00 exp. 8/6/2026; 375 @ $36.10 exp. 7/21/2028; 3,000 @ $25.10 exp. 12/29/2026; 6,000 @ $16.60 exp. 1/30/2033; 938 @ $7.042 exp. 7/23/2034—subsequently repriced to $7.042 |
No disclosure of pledging or hedging by Caragol; no director stock ownership guidelines disclosed (cannot assess guideline compliance) .
Governance Assessment
- Positive signals:
- Independence and multi-committee service (Audit, Comp, Nominating) bolster governance breadth; external audit chair experience adds rigor .
- Clawback policy adopted on Oct 2, 2023, aligned with SEC Rule 10D-1 and Nasdaq—improves accountability for performance-based pay .
- Active Audit Committee and Board meeting cadence (Audit Committee: 3 meetings in 2025; Board: 3 meetings and 13 written consents in 2024) reflect engagement .
- Areas of concern / RED FLAGS:
- Broad option repricing (including independent directors’ options repriced to $7.042) indicates potential misalignment with shareholder interests and raises pay governance concerns .
- Non-plan equity grants requiring shareholder ratification (July 12, 2025) suggest ad hoc equity practices; increases complexity and potential dilution risk if not tightly justified .
- Absence of an independent compensation consultant despite Compensation Committee authority—risk of limited benchmarking and pay-for-performance rigor .
- Company-level control risk: CEO’s Series A Preferred confers 51% voting power, enabling control over director elections; independent oversight effectiveness depends on board culture and processes .
- Related-party exposure at company level (CFO-managed accounting firm paid fees) underscores need for strong Audit Committee oversight; no Caragol-specific related-party transactions disclosed .
- Attendance and ownership alignment:
- Board meeting counts disclosed; individual director attendance rates not disclosed (cannot assess Caragol’s attendance) .
- Caragol’s beneficial ownership is modest (~0.028%), with equity awards largely options; ownership alignment is present but small in quantum for a microcap—monitor future grants and holdings .
Net takeaway: Caragol brings credible finance and audit oversight expertise and leads WKSP’s Compensation Committee, but equity governance red flags (option repricing; non-plan grants) and concentrated voting control at the company level warrant heightened monitoring of pay design discipline, dilution, and independent board dynamics .