Dawn Carfora
About Dawn Carfora
Independent non-employee director at Butterfly Network (BFLY), age 53, serving since the February 2021 business combination; currently Chair of the Compensation Committee (since 2024) and member of the Audit Committee. Former Vice President, Business Planning & Operations, Global Business Group at Meta Platforms (2019–2024), with prior finance and operations leadership roles at MagPlus and PDR Network; B.S. in Business Administration (Finance) from Rider University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meta Platforms, Inc. | VP, Business Planning & Operations, Global Business Group | Sep 2019 – Dec 2024 | Senior operator overseeing planning and operations across global sales org |
| Meta Platforms, Inc. | Director, GMS Operations (Global Sales Ops) | Oct 2017 – Sep 2019 | Led global sales operations |
| Meta Platforms, Inc. | Director, Sales Operations, North America | Mar 2014 – Oct 2017 | Ran NA sales ops |
| MagPlus Inc. | Chief Financial Officer | Nov 2013 – Mar 2014 | CFO at digital publishing platform |
| PDR Network, LLC | SVP Operations; CFO; Sr. Director Sales Ops | May 2007 – Nov 2013 | Multiple senior leadership roles across finance and ops |
| MediZine Inc. | Vice President, General Manager | Apr 2005 – May 2007 | GM responsibilities in healthcare media |
| Primedia Inc. | Director of Finance & Operations | 1999 – 2003 | Finance/ops leadership |
| Twentieth Century Fox Home Entertainment | Manager, FP&A | 1999 | Financial planning & analysis |
| Ernst & Young LLP | Experienced Senior, Internal Audit Services | 1998 | Audit experience |
| Bertelsmann SE & Co. | Manager, Finance | 1993 – 1997 | Finance management |
External Roles
- No current public company directorships disclosed beyond Butterfly Network .
- Prior executive roles detailed above (Meta, MagPlus, PDR) .
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee .
- Independence: identified as “independent” under SEC/NYSE rules; board currently includes five independent directors of seven total .
- Attendance/engagement: In FY2024, the board met 7 times and committees met 17 times; no director attended fewer than 75% of applicable meetings. None of the directors then serving attended the 2024 annual meeting of stockholders (virtual) .
- Lead Independent Director: Larry Robbins; robust responsibilities include presiding over executive sessions and coordinating agendas/materials (compensation chair leads CEO performance discussion) .
- Controlled company context: Founder Jonathan Rothberg controls voting via Class B; company does not currently use NYSE “controlled company” exemptions and Class B is set to auto-convert by Feb 12, 2028 .
Committee Activity in 2024
| Committee | Role | Meetings (FY2024) |
|---|---|---|
| Compensation | Chair | 7 |
| Audit | Member | 6 |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Director cash fees (annual retainer + committee) ($) | $58,017 | $75,000 |
| Committee fee detail (policy) | Comp chair $15,000; Audit member $10,000; Director retainer $50,000 | Comp chair $15,000; Audit member $10,000; Director retainer $50,000 |
| Total director compensation ($) | $208,016 (incl. stock) | $224,999 (incl. stock) |
- Director compensation policy: annual retainer $50,000; committee chair/member retainers as listed; Lead Independent Director retainer $40,000 effective April 2025 .
Performance Compensation
| Award Type | RSUs Granted (#) | Grant Date | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual director RSUs | 157,894 | 06/10/2024 | $149,999 | Annual grant vests at next annual meeting cycle per policy; new director initial RSUs vest over 3 years |
- No performance metrics disclosed for director equity awards; director annual equity is time-based per policy .
Other Directorships & Interlocks
- None disclosed for Carfora; no shared directorships with key customers/suppliers identified .
- Board context: Robbins joined CVS Health’s board in Nov 2024 (not a Carfora interlock) .
Expertise & Qualifications
- Deep background in finance, planning, and sales operations from Meta and prior roles; B.S. in Finance from Rider University .
- Governance and human capital oversight via Compensation Committee chair role .
Equity Ownership
| As-of Date | Class A Shares Owned | Options Exercisable ≤60 Days | Unvested RSUs (director) | Ownership % | Notes |
|---|---|---|---|---|---|
| Apr 1, 2024 | 73,397 | 21,645 | 65,789 granted in 2023 | <1% | Beneficial ownership excludes RSUs not vesting within 60 days |
| Dec 31, 2024 | — | — | 157,894 unvested RSUs | — | Outstanding as of year-end |
| Apr 1, 2025 | 139,186 | 21,645 | — (not within 60-day window) | <1% | Footnote confirms direct + options composition |
- Prohibition on hedging/pledging applies to directors, enhancing alignment; insider trading policy requires preclearance for certain individuals .
Governance Assessment
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Strengths: Independent director; Compensation Committee chaired by Carfora with use of independent consultants (Pay Governance engaged in 2024; independence assessed, no conflicts) . Member of Audit Committee, contributing to financial oversight . Attendance threshold met in 2024 . Hedging/pledging prohibited for directors .
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Alignment: Holds equity through annual director RSUs; options outstanding; total beneficial ownership increased year-over-year (95,042 → 160,831 Class A equivalents) supporting skin-in-the-game, albeit still <1% of outstanding .
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Risks/RED FLAGS:
- Controlled-company voting concentration (Class B 20 votes/share) until 2028—board decisions can be overridden by founder’s voting control .
- Director engagement optics: no directors attended the 2024 annual meeting (virtual); monitor 2025 attendance for improvement .
- Related-party ecosystem (Rothberg-affiliated TSEA and advisory agreement) exists at company level; no Carfora-specific related-party transactions disclosed; Audit Committee oversees related party reviews .
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Signals to monitor: Continued independence of compensation advice (Pay Governance), committee workload/attendance, and director equity grant policy changes (annual grant increased to $185,000 value effective April 2025) . Section 16 compliance appeared sound for directors; 2024 untimely filings noted only for certain executives (not Carfora) .