DEF: Envirotech Vehicles Sets Annual Meeting, Boosts Equity Pool

Sentiment:

Definitive Proxy Statement 17 November 2025 5:23 PM

📋All filings for Envirotech Vehicles, INC

Envirotech Vehicles, Inc. announced its 2025 Annual Meeting agenda, including the re-election of a director, ratification of auditors, an advisory vote on executive compensation, and a significant increase to its equity incentive plan.

Delay expectedThe Earnout Period for the acquisition of Maddox Industries was extended from its original terms to June 17, 2026, indicating a delay in the finalization of the earnout payments.

Capital raiseThe company is seeking stockholder approval to amend its 2017 Equity Incentive Plan to increase the number of shares of common stock that may be issued under the plan by 890,000 shares. This represents a potential future issuance of equity, which can dilute existing shareholders.

Better than expectedThe company's net loss decreased significantly from $43,804,160 in 2022 to $8,848,975 in 2024, indicating an improvement in financial performance.

Summary

The 2025 Annual Meeting of Stockholders for Envirotech Vehicles, Inc. (EVT) will be held virtually on December 30, 2025, at 9:00 a.m. Pacific Time.
Stockholders will vote on the election of Jason Maddox as a Class II director for a three-year term expiring in 2028.
The appointment of Barton CPA, PLLC as the independent registered public accounting firm for fiscal year 2025 is up for ratification.
A non-binding advisory vote on the compensation paid to Named Executive Officers in fiscal year 2024 will be held.
An amendment to the 2017 Equity Incentive Plan is proposed to increase the number of shares available for issuance by 890,000 shares and extend the plan's expiration and evergreen provision.
The company reported a net loss of $8,848,975 in 2024, an improvement from $12,683,979 in 2023 and $43,804,160 in 2022.
Total Shareholder Return (TSR) for the company was $56.81 for 2022-2024, $30.22 for 2022-2023, and $61.14 for 2022.
As of November 13, 2025, there were 4,829,515 outstanding shares of common stock, with a closing price of $1.16 per share on the Nasdaq Capital Market.

Sentiment

Score: 6

Explanation: The filing presents a mixed outlook. The significant reduction in net loss is a strong positive, indicating improving financial health. However, the company remains loss-making, and the proposed increase in the equity incentive plan, while beneficial for talent retention, introduces potential dilution for existing shareholders. The extension of the earnout period for an acquisition is a minor negative. Overall, the tone is routine for a proxy statement, with a notable positive financial trend.

Positives

The company's net loss significantly decreased from $43,804,160 in 2022 to $8,848,975 in 2024, indicating an improving financial trend.
The proposed amendment to the 2017 Equity Incentive Plan aims to attract, retain, and motivate highly qualified non-employee directors, employees, consultants, and advisors, which is critical for business success and growth.

Negatives

The company continues to operate at a net loss, reporting $8,848,975 in 2024.
The Total Shareholder Return (TSR) decreased from $61.14 (2022) to $56.81 (2022-2024), indicating a decline in shareholder value over the period.
The compensation actually paid to the PEO and non-PEO NEOs decreased between 2022 and 2024, aligning with the decreasing TSR, which could be a disincentive for executive performance if not managed carefully.

Risks

If the proposed amendment to the 2017 Equity Incentive Plan is not approved, the company's ability to recruit, retain, and incentivize skilled talent could be negatively impacted, potentially leading to increased cash compensation and adverse effects on financial condition.
The classification of the Board into three classes may delay or prevent changes in control or management.
The company's risk oversight process identifies financial and product commercialization as principal sources of risk.
Compensation plans, policies, and practices could potentially create incentives for employees to take excessive or inappropriate risks, which could have a material adverse effect on the company.

Future Outlook

The proposed amendment to the 2017 Equity Incentive Plan, if approved, is anticipated to provide a sufficient number of shares for grants for approximately the next two years, supporting the company's ability to attract, retain, and motivate key personnel.

Management Comments

Phillip W. Oldridge, CEO and Chairman of the Board, cordially invited stockholders to attend the 2025 Annual Meeting, emphasizing the importance of their vote and thanking them for their continued support of EVT.

Industry Context

Envirotech Vehicles, Inc. operates in the electric vehicle industry, as implied by its name. The acquisition of Maddox Industries, a provider of government contracting solutions and medical supplies manufacturing, indicates a strategic diversification into new sectors, potentially leveraging existing facilities for contract manufacturing. This move could broaden the company's revenue streams beyond its core EV business.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Class II Director	Melissa Barcellos	NA (not standing for re-election)	December 30, 2025 (end of term)	Decision not to stand for re-election.
Interim Chief Financial Officer	NA (Franklin Lim resigned as CFO)	Jason Maddox	January 21, 2025	Appointment following previous CFO's resignation.
President	NA	Jason Maddox	October 16, 2024	Appointment.
Executive Vice President and Corporate Secretary	Susan M. Emry	NA	October 15, 2024	Resignation.
Chief Financial Officer	Franklin Lim	NA	December 31, 2024	Resignation (returned as independent contractor in March 2025).
Director	Brock J. Pierce	NA	December 11, 2024	Resignation.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Composition	The Board currently consists of five directors divided into three classes, with each class holding office for a three-year term. Melissa Barcellos, a Class II director, will not stand for re-election, and Jason Maddox is nominated for re-election.	December 30, 2025 (Annual Meeting)	Maintains the classified board structure, potentially impacting ease of control changes. The departure of Ms. Barcellos and re-election of Mr. Maddox will affect board composition.
Director Independence	The Board determined that Mr. Di Pietro, Ms. Barcellos, and Ms. White Elk are independent directors as defined by Nasdaq Rule 5605(a)(2). Mr. Di Pietro is also an audit committee financial expert.	Ongoing	Ensures compliance with Nasdaq listing rules for director independence and financial expertise on the Audit Committee, enhancing oversight.
Committee Structure	The Board has three standing committees: Audit Committee (Chair: Mr. Di Pietro), Compensation Committee (Chair: Ms. White Elk), and Nominating and Corporate Governance Committee (Chair: Ms. Barcellos).	Ongoing	Provides structured oversight for key areas of governance, compensation, and nominations, with independent directors leading these functions.
Equity Incentive Plan Amendment	Proposed amendment to the 2017 Equity Incentive Plan to increase shares by 890,000 and extend its term and evergreen provision to 2035.	Upon stockholder approval (December 30, 2025)	Aims to enhance the company's ability to attract and retain talent through equity awards, but will result in potential dilution for existing shareholders.
Officer and Director Hedging Policy	The Board has not adopted any specific practices or policies regarding the ability of officers and directors to engage in transactions that hedge or offset decreases in market value of equity securities.	Ongoing	Absence of a hedging policy means officers and directors are not restricted from hedging their equity exposure, which could potentially misalign their interests with long-term shareholder value.

Legal Proceedings

To the company's knowledge, none of its directors, officers, affiliates, or 5% or greater stockholders are party to any material legal proceeding adverse to the company.
Several Section 16(a) filings were made late during the year ended December 31, 2024, including for Melissa Barcellos, Jason Maddox, Elgin Tracy, and Brock J. Pierce.

Related Party Transactions

The company manufactures medical supplies under a subcontractor arrangement with Maddox Defense, a company owned by Jason Maddox (President and Interim CFO). The company earned $3,101,993 in revenue for the nine months ended September 30, 2025, and $0 in 2024.
Lease agreements with SRI Professional Services, Incorporated (SRI) for equipment, totaling $7,771 per month. Phillip W. Oldridge (CEO and Chairman) is an executive officer and director of SRI. Total expenses were $93,248 in 2024, $106,897 in 2023, and $69,936 for the nine months ended September 30, 2025.
A commercial lease agreement (ABCI Office Lease) with Alpha Bravo Charlie, Inc. (ABCI) for office space. Phillip W. Oldridge is a director of ABCI. Expenses were $60,000 in 2024, $68,400 in 2023, and $45,000 for the nine months ended September 30, 2025.
Engineering consulting services from 42Motorsports LTD, owned by a sibling of Phillip W. Oldridge. Payments were $150,000 in 2024 and $75,000 for the nine months ended September 30, 2025.
Expenses of $221,000 for the nine months ended September 30, 2025, to Shell Castle LLC, an entity owned by Jason Maddox, for services rendered as President and Interim CFO in lieu of wages.
Expenses of $105,000 for the nine months ended September 30, 2025, to Met Consulting LLC, an entity owned by Elgin Tracy, for services rendered as Chief Operating Officer in lieu of wages.
A $300,000 long-term loan (Oldridge Loan) from Phillip W. Oldridge to the company on August 13, 2024, at 8% interest, which was paid off in full on December 31, 2024, with $9,000 in accrued interest.
Acquisition of Maddox Industries from Jason Maddox on October 30, 2024, for 3,100,000 shares of common stock and an earnout of up to $1 million. The earnout period was extended to June 17, 2026, with no payments made through September 30, 2025.

Stakeholder Impact

Shareholders: Will vote on key governance matters, including director election, auditor ratification, executive compensation, and a significant increase in the equity incentive plan, which could lead to dilution. Related party transactions also impact shareholder interests.
Employees, Consultants, and Directors: The proposed amendment to the 2017 Equity Incentive Plan is designed to attract, retain, and motivate these individuals through equity awards.
Customers: The company's subcontracting arrangement with Maddox Defense for medical supplies manufacturing indicates ongoing business operations that serve customers in that sector.
Creditors: The repayment of the Oldridge Loan demonstrates the company's ability to meet its debt obligations, which is positive for creditors.

Next Steps

Stockholders will vote on the proposals at the virtual Annual Meeting on December 30, 2025.
The company will file a Current Report on Form 8-K with the SEC within four business days after the Annual Meeting to disclose final voting results.
Stockholders wishing to submit proposals for the 2026 Annual Meeting must do so by July 20, 2026 (Rule 14a-8) or between August 2, 2026, and September 1, 2026 (bylaws advance notice).

Key Dates

Date	Description
2024-12-11	Brock J. Pierce resigned as a director.
2024-12-31	Fiscal year end for 2024 financial reporting; Franklin Lim resigned as Chief Financial Officer; Oldridge Loan of $300,000 was paid off in full.
2025-01-21	Jason Maddox appointed Interim Chief Financial Officer.
2025-10-20	Amendment to the Membership Interest Purchase Agreement (MIPA) with Maddox Industries to extend the Earnout Period.
2025-11-13	Record date for stockholders entitled to vote at the Annual Meeting; closing stock price was $1.16 per share.
2025-11-17	Date of the Proxy Statement; Board approved the amendment to the 2017 Equity Incentive Plan, subject to stockholder approval.
2025-12-30	2025 Annual Meeting of Stockholders to be held virtually.
2026-01-01	Annual increase in shares for the 2017 Equity Incentive Plan begins.
2026-06-17	Extended Earnout Period for the Maddox Industries acquisition ends.
2026-07-20	Deadline for stockholder proposals to be included in the 2026 Annual Meeting proxy statement under Rule 14a-8.
2026-08-02	Beginning of the advance notice period for stockholder proposals or director nominations for the 2026 Annual Meeting.
2026-09-01	End of the advance notice period for stockholder proposals or director nominations for the 2026 Annual Meeting.
2026-10-31	Deadline for stockholders to provide notice for director nominees under universal proxy rules for the 2026 Annual Meeting.
2028	Term expiration for the Class II director, if elected.
2035	Expiration of the annual evergreen provision for the 2017 Equity Incentive Plan.

Keywords

Envirotech Vehicles, EVT, Proxy Statement, Annual Meeting, Equity Incentive Plan, Executive Compensation, Corporate Governance, SEC Filing, Stockholder Vote, Electric Vehicles, Maddox Industries

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.