Dennis Calvert
About Dennis Calvert
Dennis P. Calvert is President, Chief Executive Officer, Chairman, and Director of BioLargo, Inc. (BLGO). He has served as Director since June 2002 and CEO/President since June 2002; age 62 as of the 2025 proxy. He holds a B.A. in Economics from Wake Forest University, with additional studies at Columbia University and Harding University, and has an extensive entrepreneurial background across consulting, acquisitions, and financing prior to BioLargo . Performance context: company revenues grew from $5.884 million in 2022 to $12.230 million in 2023 and $17.779 million in 2024, while net losses narrowed from $5.132 million (2022) to $4.648 million (2023) to $4.347 million (2024). Cumulative TSR (fixed $100 investment) was $92 (2022), $79 (2023), and $90 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BioLargo, Inc. | Director | Since June 2002 | Long-tenured governance continuity |
| BioLargo, Inc. | President & CEO | Since June 2002 | Strategic leadership across technology commercialization |
| BioLargo, Inc. | Corporate Secretary | Sep 2002–Mar 2003 | Early-stage corporate administration |
| BioLargo, Inc. | Chief Financial Officer | Mar 2003–Jan 2008 | Financial stewardship during formative growth |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Environmental Technology Trade Advisory Committee (ETTAC) | Member; Chair, Enabling Innovative Technology Subcommittee | Commission starting Jan 2025 (two-year) | Policy influence for environmental tech export and innovation |
| Maximum Impact Foundation (501(c)(3)) | Director | Not disclosed | Mission-driven global lifesaving initiatives |
| Sustain SoCal | Director; Co-Chair Energy & Water Committees | Not disclosed | Regional cleantech ecosystem development |
| TMA Bluetech | Director | Not disclosed | Ocean/water science industry development |
| Water UCI (UC Irvine) | Leadership Board | Not disclosed | Applied water science/technology/policy collaboration |
Fixed Compensation
| Year | Base Salary ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 288,603 | — | — | 27,990 | 316,593 |
| 2024 | 288,603 | — | — | 29,349 | 317,952 |
- Perquisites include health insurance premiums and a car allowance of $800/month .
- In 2023, Calvert forewent $17,189 cash compensation for 101,110 shares at $0.17/share .
Performance Compensation
| Year | PEO Total Compensation ($) | PEO Compensation Actually Paid ($) | Avg Non-PEO NEO Total ($) | Avg Non-PEO NEO Compensation Actually Paid ($) | TSR (Value of $100) | Net Loss ($) | Revenue ($) |
|---|---|---|---|---|---|---|---|
| 2022 | 455,971 | 313,558 | 226,513 | — | 92 | (5,132,000) | 5,884,000 |
| 2023 | 316,593 | 299,404 | 214,933 | 170,602 | 79 | (4,648,000) | 12,230,000 |
| 2024 | 317,952 | 317,952 | 265,501 | 160,792 | 90 | (4,347,000) | 17,779,000 |
- The proxy provides pay-versus-performance disclosure; specific annual incentive metrics/weightings for Calvert are not detailed in 2023–2024 filings .
Equity Ownership & Alignment
| As of Record Date | Total Beneficial Ownership (shares) | Percent of Class | Direct/Indirect Breakdown | Options Exercisable within 60 days | Notes |
|---|---|---|---|---|---|
| Apr 23, 2025 | 14,049,937 | 4.4% | Includes 1,528,695 shares held by New Millennium Capital Partners, LLC (wholly owned by Calvert) | 4,189,893 | Standard voting/dispositive power per SEC rules |
Outstanding options (Calvert):
| Grant | Shares Exercisable | Exercise Price ($) | Grant/Share Price ($) | Expiration |
|---|---|---|---|---|
| May 2, 2017 | 3,731,322 | 0.45 | 0.45 | May 2, 2027 |
| Sep 19, 2029 | 65,000 | 0.22 | 0.22 | Sep 19, 2029 |
| May 1, 2030 | 50,000 | 0.14 | 0.14 | May 1, 2030 |
| May 1, 2030 | 343,571 | 0.14 | 0.14 | May 1, 2030 |
- 2017 employment agreement included a grant of 1,500,000 shares subject to lock-up and performance conditions (e.g., $3,000,000 revenue in 12 months) — condition has been met .
- Pledging/hedging of Calvert’s shares is not disclosed; no related-party transactions above Item 404 thresholds reported in 2024–2025 .
Employment Terms
- Agreement: May 2, 2017 employment agreement; initial five-year term; Calvert continues to serve as President & CEO .
- Base compensation: $288,603 annually; eligible for incentive plans/options/bonuses per Compensation Committee discretion; health insurance premiums; $800/month car allowance; four weeks paid vacation .
- Equity: Non-qualified option for 3,731,322 shares at $0.45, 10-year term, five-year equal vesting (fully vested); cashless exercise provision .
- Severance/Change-of-Control: If employment is terminated due to merger/acquisition, eligible for the greater of (i) one year’s compensation plus one-half year for each year of service since agreement effective date, or (ii) one year’s compensation plus one-half year for each year remaining in the term. Otherwise, only compensation due through termination date .
- Covenants: Confidentiality; non-solicitation of customers/employees; assignment of inventions as work made for hire .
- Clawback, tax gross-ups, non-compete: Not disclosed in the cited filings .
Board Governance and Director Service
- Independence: Calvert (CEO/Chair) and Code are not independent under Nasdaq standards; Marshall, Strommen, Park, Bray are independent .
- Committees: Audit (Chair: Dennis E. Marshall), Compensation (Chair: Linda Park), Nominating & Governance (Chair: Christina Bray); Calvert does not serve on committees .
- Meetings: Board held four meetings in 2024; some absences noted at August and November sessions; audit committee met four times in 2024 .
- Board leadership: Dual role CEO + Chairman; no lead independent director; deemed appropriate given company size/scope and financial condition .
Director Compensation (Non-Employee Directors)
- Quarterly retainer: $15,000; Committee chairs: +$3,750/quarter; Paid via stock options each quarter (exercise price = quarter-end close; shares = dollar amount ÷ price) .
Say‑on‑Pay & Shareholder Feedback
| Year | Votes For | Votes Against | Abstain | Broker Non-Vote | % For |
|---|---|---|---|---|---|
| 2025 | 103,880,414 | 7,883,192 | 6,719,295 | 71,345,958 | 54.7% |
| 2024 | 94,165,357 | 3,453,224 | 885,913 | 75,196,191 | Not calculated in filing; data provided |
| 2023 | 76,470,107 | 5,477,240 | 2,816,330 | 74,462,248 | Not calculated in filing; data provided |
| 2022 | 84,305,241 | 9,841,157 | 2,175,747 | 57,328,090 | Not calculated in filing; data provided |
| 2021 | 87,066,389 | 3,646,737 | 2,462,756 | 43,453,003 | Not calculated in filing; data provided |
| 2020 | 72,180,828 | 2,950,599 | 1,752,675 | 47,142,003 | Not calculated in filing; data provided |
- 2025 proposals, including executive compensation advisory vote, were approved; reverse split authorization passed at 51.8% of total shares outstanding .
Related‑Party Transactions (Governance Red Flags Check)
- Policy requires approval of transactions with officers/directors; must be on arm’s-length terms .
- Officers and board members frequently accept stock/options in lieu of cash under a board-adopted payable plan; amounts were under Item 404 thresholds; no transactions exceeding $120,000 or 1% of average total assets over last two fiscal years reported .
Risk Indicators & Red Flags
- Dual role CEO + Chair with no lead independent director (governance concentration risk) .
- Penny stock liquidity risks; trading and market dynamics may be impacted by short sales/hedging; large block sales by insiders can affect volatility .
- Reverse stock split authority approved; reverse splits often see post-split price declines; exercise prices and shares under options/warrants will adjust proportionally if implemented .
- Option expiry overhang: 3,731,322 options at $0.45 expiring May 2, 2027; smaller blocks in 2029–2030 may create potential exercise/sale windows if in-the-money .
- Say‑on‑pay 2025 passed with 54.7% support, a moderate margin that can signal investor scrutiny on pay structures .
Compensation Structure Analysis
- Cash vs equity: Calvert’s compensation in 2023–2024 was predominantly fixed salary and perquisites; no new option/stock awards reported, and in 2023 he swapped $17,189 cash for equity (101,110 shares) — indicating cash conservation and incremental equity alignment .
- Incentive design: No disclosed annual bonus metrics/targets/payouts for Calvert in 2023–2024; compensation committee comprised fully of independent directors .
- Option practices: Calvert’s 2017 option is fully vested and features cashless exercise; no option repricing or modifications disclosed for Calvert .
Employment & Contracts (Retention Risk)
- Term/renewal: Calvert’s 2017 agreement had a five-year term; he continues serving under its terms; specific auto‑renewal for his agreement is not disclosed (contrast: CFO agreement auto‑renews annually with option compensation) .
- Severance economics: Single‑trigger severance upon merger/acquisition termination with escalating multiples based on tenure/remaining term may raise acquisition friction but also provide retention certainty .
- Restrictive covenants: Confidentiality and non‑solicit provisions provide continuity protections; non‑compete not disclosed .
Investment Implications
- Alignment: Calvert’s 4.4% beneficial stake, including indirect holdings and 4.19 million exercisable options, plus equity accepted in lieu of cash, suggests meaningful skin‑in‑the‑game. Lack of disclosed annual variable pay metrics in 2023–2024 reduces direct pay‑for‑performance linkage but aligns with cash preservation for a smaller reporting company .
- Retention & M&A dynamics: Severance terms provide stability but could add cost/complexity in a change‑of‑control scenario; restrictive covenants protect customer/employee relationships post‑termination .
- Trading signals: Option expirations (notably May 2027) represent potential exercise/sale timing; reverse split authorization and penny stock risks can affect liquidity and volatility; moderate say‑on‑pay support signals investor attention on compensation design .
- Execution track record: Revenues grew 3x from 2022 to 2024 with narrowing net losses; TSR recovered from 2023 to 2024, suggesting improving operational momentum under Calvert’s leadership, though profitability remains a key execution milestone .