Charles Dargan II
About Charles Dargan II
Charles K. Dargan II is Chief Financial Officer of BioLargo (BLGO), serving since February 2008. He is 70 years old and holds a BA in Government from Dartmouth and both an MBA and MSBA in Finance from USC; he is a CPA (inactive) and CFA charterholder . He founded CFO 911 in 2003 and previously served as CFO of Semotus Solutions (2000–2003), after an investment banking career at Drexel Burnham Lambert and as Managing Director at Houlihan Lokey Howard & Zukin . Company performance context: BioLargo revenue grew from $5.884M (2022) to $12.230M (2023) and $17.779M (2024), while net losses narrowed from $5.132M (2022) to $4.648M (2023) and $4.347M (2024) ; Q1 2025 saw a down quarter with revenue ~$3.3M and net loss ~$1.9M per CFO remarks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CFO 911 | Founder & President | 2003–present | Provides accounting, finance, and operational expertise to small-cap public and middle-market private companies |
| Semotus Solutions, Inc. | Chief Financial Officer | 2000–2003 | AMEX-listed wireless mobility software; CFO leadership in public company context |
| Drexel Burnham Lambert | Investment Banking | Not disclosed | Early finance career and deal experience |
| Houlihan Lokey Howard & Zukin | Managing Director | Not disclosed | Led private placements; capital markets execution experience |
External Roles
| Organization | Role | Years |
|---|---|---|
| Hiplink Software, Inc. | Director | Not disclosed |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary | $0 | $0 |
| Target Bonus % | Not disclosed | Not disclosed |
| Actual Bonus Paid | None disclosed | None disclosed |
| Other Cash Compensation | $0 | $0 |
Notes:
- Company discloses that the CFO “did not receive any cash compensation” in 2023 and 2024 .
Performance Compensation
| Award Type | Grant/Term | Quantity | Exercise Price | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|---|---|---|
| Stock Options | Engagement Extension (Mar 21, 2023; 2023–24 Term) | 300,000 | $0.20 (closing price on grant date) | Service tenure | N/A | N/A | N/A | Option grant | 25,000 per month over term |
| Stock Options | CFO Options (2023) | 800,000 | $0.18–$0.20 | None disclosed | N/A | N/A | N/A | Fair value $140,850 | Vested upon issuance |
| Stock Options | Engagement Extension (Aug 13, 2024; 2024–25 Term) | 300,000 | $0.24 (closing price on grant date) | Service tenure | N/A | N/A | N/A | Option grant | 25,000 per month over term |
| Stock Options | CFO Options (2024) | 1,000,000 | $0.24–$0.27 | None disclosed | N/A | N/A | N/A | Fair value $233,850 | Vested upon issuance |
| Stock Options | Auto-Renew (Jan 31, 2025; 2025–26 Term) | 300,000 | $0.2536 (last trading day of Jan 2025) | Service tenure | N/A | N/A | N/A | Option grant | 25,000 per month over term |
Notes:
- The CFO’s engagement agreements specify options as sole compensation with monthly vesting schedules for engagement-related options; separate annual option awards were disclosed as vested upon issuance . No cash bonus or performance-based metrics (revenue, EBITDA, TSR) tied directly to CFO compensation were disclosed .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (shares) | 4,921,030 |
| Ownership as % of Shares Outstanding | 1.5% |
| Options Exercisable within 60 days | 4,730,786 |
| Shares Pledged as Collateral | None disclosed |
| Stock Ownership Guidelines | Not disclosed |
| Compliance with Ownership Guidelines | Not disclosed |
Outstanding Equity Awards (as of December 31, 2024)
| Exercisable Options (#) | Unexercisable Options (#) | Equity Incentive Unearned Options (#) | Exercise Price | Share Price on Grant Date | Expiration Date |
|---|---|---|---|---|---|
| 300,000 | -- | -- | $0.57 | $0.57 | Sep 30, 2025 |
| 300,000 | -- | -- | $0.69 | $0.69 | Feb 10, 2027 |
| 300,000 | -- | -- | $0.39 | $0.39 | Dec 31, 2027 |
| 300,000 | -- | -- | $0.22 | $0.22 | Jan 16, 2029 |
| 79,000 | -- | -- | $0.22 | $0.22 | Sep 19, 2029 |
| 400,000 | -- | -- | $0.21 | $0.21 | Feb 25, 2030 |
| 27,500 | -- | -- | $0.21 | $0.21 | Feb 25, 2030 |
| 25,000 | -- | -- | $0.14 | $0.14 | May 1, 2030 |
| 214,286 | -- | -- | $0.14 | $0.14 | May 1, 2030 |
| 5,000 | -- | -- | $0.16 | $0.16 | Jun 30, 2030 |
| 5,000 | -- | -- | $0.15 | $0.15 | Sep 30, 2030 |
| 2,500 | -- | -- | $0.15 | $0.15 | Sep 30, 2030 |
| 50,000 | -- | -- | $0.15 | $0.15 | Sep 30, 2030 |
| 7,500 | -- | -- | $0.12 | $0.12 | Dec 31, 2030 |
| 300,000 | -- | -- | $0.23 | $0.23 | Mar 17, 2031 |
| 32,500 | -- | -- | $0.18 | $0.18 | May 21, 2031 |
| 127,500 | -- | -- | $0.23 | $0.23 | Mar 31, 2032 |
| 150,000 | -- | -- | $0.18 | $0.18 | Jun 30, 2032 |
| 205,000 | -- | -- | $0.17 | $0.17 | Dec 28, 2032 |
| 300,000 | -- | -- | $0.20 | $0.20 | Mar 31, 2033 |
| 500,000 | -- | -- | $0.18 | $0.18 | Jul 17, 2033 |
| 700,000 | -- | -- | $0.24 | $0.24 | Jun 23, 2034 |
| 300,000 | -- | -- | $0.21 | $0.21 | Aug 13, 2034 |
Additional context:
- Company-wide options outstanding under the 2018 and 2024 plans were significant (e.g., 42.171M outstanding under 2018 plan at YE 2024; 34.506M outstanding under 2024 plan at YE 2024), indicating ongoing equity issuance as a compensation tool .
Employment Terms
- Engagement Agreement structure: Annual engagement via CFO 911 since February 2008; extended multiple times . Auto-renewal provision effective January 31, 2025 for one-year periods thereafter unless terminated .
- Sole compensation: Options only; no cash component. 2024–25 and 2025–26 terms specify 300,000 options vesting monthly (25,000 per month) over the term; exercise price set at closing price on grant date; 10-year expiry; issued under the 2024 Equity Incentive Plan .
- Expenses: Eligible for reimbursement of business expenses; historically made no reimbursement requests .
- Other provisions: Indemnification and arbitration provisions maintained in the engagement agreement; not otherwise amended .
- Severance, change-of-control, non-compete, non-solicit, clawback: Not disclosed for the CFO in the cited filings .
Performance & Track Record Snapshot
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Revenue ($USD) | $5,884,000 | $12,230,000 | $17,779,000 |
| Net Loss ($USD) | $5,132,000 | $4,648,000 | $4,347,000 |
Additional qualitative:
- Q1 2025 CFO commentary: Reported revenue of ~$3.3M vs ~$4.7M prior-year; net loss ~ $1.9M vs ~$0.8M; cited SG&A increases due to stock-based compensation, receivables increase tied to product sales, and cash balance ~$2.5M . CFO emphasized cost management and maintained operating margins despite revenue decline .
Governance and Controls
- SOX 302 certification: CFO signed the 2024 Form 10-K certifications attesting to disclosure controls, internal control design, and reporting integrity (dated March 31, 2025) .
Investment Implications
- Alignment: The CFO’s compensation is entirely equity via options, with recurring auto-renew grants and monthly vesting, aligning pay with equity value but introducing regular potential selling windows upon vesting and contributing to dilution when exercised .
- Retention risk: No cash pay suggests high equity-linked incentives; auto-renew terms provide continuity; age 70 may present succession considerations over a multi-year horizon .
- Performance linkage: No disclosed performance metrics tied to CFO awards (e.g., revenue growth, EBITDA, TSR); awards are service/retention-based, reducing pay-for-performance rigor from a quantitative standpoint .
- Ownership: Beneficial ownership of 4.921M shares (1.5%) and 4.731M options exercisable within 60 days indicates material skin-in-the-game, with no pledging disclosed; high option overhang and plan usage warrant monitoring for dilution and exercise-driven supply .
- Financial trajectory: Revenue growth and narrowing net losses through 2024 provide improving fundamentals, but Q1 2025 softness and reliance on equity financing noted by CFO suggest funding and execution risks that may intersect with equity compensation dynamics .