Christina Bray

About Christina Bray

Christina Bray (age 37) has served as an independent director of BioLargo, Inc. since November 2022. She is CEO of BlueDot Energies, Inc. (EV charging infrastructure) and previously held roles in banking, specialty finance, and retail operations. Education: BA, Yale University (Modern Middle Eastern Studies); MA, Norwich University (Military History) .

Past Roles

External Roles

Board Governance

• Independence: The board determined Ms. Bray is independent under Nasdaq standards .
• Committee memberships and chair roles:
  • Audit Committee (member)
  • Compensation Committee (member)
  • Nominating & Corporate Governance Committee (chair)
• Board leadership: CEO also serves as Chair; no Lead Independent Director—four independent directors provide oversight .
• Meetings and attendance:
  • Board met 4 times in 2024; acted by unanimous written consent twice .
  • “Each of the incumbent directors attended all the meetings… except for one absence at each of the August and November 2024 quarterly board meetings, and one at the August and November 2024 audit committee meetings.”

Fixed Compensation

BLGO compensates non-employee directors with retainers and committee chair fees, paid in stock options at quarter-end. No cash fees; meeting fees not disclosed.

Total director compensation (fair value of option awards) for Christina Bray:

Notes: Amounts reflect aggregate grant-date fair value under ASC 718; no cash paid .

Performance Compensation

Directors receive stock options in lieu of cash retainers; no performance-based metrics (TSR/EBITDA/etc.) disclosed for director pay.

Quarterly option grant details (shares and strike) for Christina Bray:

Plan terms: Options issued under company equity plans; director options generally reflect quarter-end exercise prices and are paid in lieu of cash fees .

Other Directorships & Interlocks

• Public company boards: None disclosed for Christina Bray .
• Related interlocks with BLGO customers/suppliers/competitors: None disclosed in related-party transactions or committee interlock sections .

Expertise & Qualifications

• Banking and credit: AVP at Alpine Bank; commercial portfolio management and underwriting .
• Corporate development: Led bank acquisition vehicle (PGC Bancorporation) .
• Clean energy infrastructure: CEO of EV charging company .
• Education: BA (Yale), MA (Norwich) .

Equity Ownership

Additional ownership notes:

• Shares pledged/hedged: Not disclosed in proxy; no pledging noted .
• Vested vs unvested breakdown for director grants: Not disclosed.

Say‑on‑Pay & Shareholder Feedback

Note: 2025 percentage “for” calculated on votes present at meeting (189,833,808) per company disclosure .

Related‑Party Transactions and Conflicts

• Policy: Related-party transactions require approval by a majority of disinterested directors and be no less favorable than arm’s length .
• Disclosures: No transactions since the prior fiscal year exceeding $120,000 or 1% of average total assets; officers/directors frequently accept stock/options in lieu of cash, below disclosure thresholds .
• Compensation Committee Interlocks: Bray, Park, Marshall—none were employees; no Item 404 transactions requiring disclosure .

Governance Assessment

• Strengths:
  • Independent director serving on Audit and Compensation Committees; chairs Nominating & Governance—broad governance exposure .
  • Board reports strong attendance with only isolated absences; Audit met four times in 2024 .
  • Section 16 compliance indicated; no related‑party transactions requiring disclosure .
• Concerns/RED FLAGS:
  • Nominating & Governance Committee (which Bray chairs) did not meet in 2024—potential gap in board evaluation, director compensation review, and related‑party oversight cadence .
  • No Lead Independent Director; CEO is Board Chair—heightened need for strong independent committee leadership to balance governance .
  • 2025 say‑on‑pay support at 54.7% “for” suggests shareholder concerns with compensation practices—potential engagement priority for the Compensation Committee (Bray is a member) .
  • Director compensation paid entirely via options; while it preserves cash and may align with equity value, proxies do not disclose performance conditions for director equity—limited pay‑for‑performance linkage for board compensation .
  • Bray’s beneficial ownership is comprised of options exercisable within 60 days (959,981; 0.3%); no direct share holdings disclosed—skin‑in‑the‑game alignment may be modest relative to total shares outstanding .
• Signals to monitor:
  • Whether the Nominating & Governance Committee resumes regular meetings in 2025; publication of governance guidelines updates .
  • Compensation Committee’s response to low say‑on‑pay support in 2025; any changes to structure, metrics, or disclosure .
  • Any future uplisting/reverse split timing and governance enhancements (e.g., lead independent director, more frequent committee meetings) .

Appendices (Key Data Tables)

Committee Assignments & Roles

Director Compensation – Christina Bray (Quarterly Option Grants)

Beneficial Ownership – Christina Bray

Board & Committee Activity (2024)

Say‑on‑Pay Voting History