Joseph Provenzano
About Joseph Provenzano
Joseph L. Provenzano is Executive Vice President of Operations, Corporate Secretary, President and CEO of subsidiary ONM Environmental, and a long-tenured director (since June 2002). He is a co-inventor on several company patents and developed 30+ products from the CupriDyne technology; earlier experience includes managing M&A with more than 50 transactions completed starting in 2001 and a marketing career dating to 1988 . As of the 2022 proxy, his age was 53 (indicative at that time) . Company performance context relevant to his tenure: revenue grew from $2.531M (2021) to $5.884M (2022), $12.230M (2023), and $17.779M (2024), while net losses narrowed from $(6.894)M (2021) to $(5.132)M (2022), $(4.648)M (2023), and $(4.347)M (2024); company TSR from Dec-2020 to Dec-2021 was 173 and to Dec-2022 was 158 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BioLargo, Inc. | Director | Since Jun 2002 | Long-term governance presence |
| BioLargo, Inc. | Corporate Secretary | Since Mar 2003 | Corporate governance and disclosure oversight |
| BioLargo, Inc. | EVP, Operations | Since Jan 2008 | Scale-up operations; productization and commercialization support |
| ONM Environmental, Inc. (subsidiary) | President & CEO | Since Jan 2010 | Led subsidiary formation and product development |
| BioLargo | Co-inventor / Product developer | Ongoing | Co-inventor on company patents; 30+ CupriDyne products |
External Roles
No external public-company directorships or committee roles are disclosed for Provenzano in the company’s proxy biographies .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $199,277 | $193,772 |
| Cash Bonus ($) | $25,000 (Dec 27, 2022 award paid in 2023) | $50,000 (2024 bonus) |
| All Other Compensation ($) | $24,289 (health insurance, auto allowance) | $67,679 (includes health insurance, auto allowance; plus bonus reflected in total) |
| Total Compensation ($) | $258,651 | $261,451 |
Notes:
- Benefits include health insurance premiums for self and immediate family and a car allowance covering expenses of a personal commercial-grade truck used in operations .
Performance Compensation
| Incentive Type | Grant/Action Date | Size/Terms | Strike/Price | Vesting & Performance Conditions | Expiration |
|---|---|---|---|---|---|
| Stock Option (Equity Plan 2018) | May 28, 2019 | 1,000,000 options | $0.17 per share (closing price on grant) | Vests in equal increments over 5 years; any unvested portion immediately vests upon change of control (single-trigger acceleration) | 10 years from grant (May 28, 2029) |
| RSU with lock-up | May 28, 2019 | 500,000 RSUs | N/A | Remain unvested until the earlier of (i) sale of the company, (ii) successful commercialization proven by at least $3,000,000 in cash receipts or $3,000,000 in revenue recognized over any 12-month period, or (iii) company breach resulting in termination | |
| Additional options | 2021-2023 | 50,000 (2021); 124,051 (2022); 124,051 and 60,435 (2023) | $0.18 (2021); $0.23 (2022); $0.23 and $0.17–$0.20 (2023) | Company states options in these periods vested during the 12 months indicated; standard company option terms including cashless exercise | As disclosed in outstanding awards tables (see next section) |
Equity Ownership & Alignment
| As-of Date | Beneficial Ownership (shares) | Percent of Class | Notes |
|---|---|---|---|
| Apr 19, 2021 | 2,329,404 | 0.9% | Includes rights to acquire within 60 days per SEC rules |
| Apr 15, 2022 | 3,042,039 | 1.1% | Footnote-based calculation per options |
| Apr 11, 2023 | 2,842,039 | 1.0% | SEC-definition beneficial ownership |
| Apr 23, 2024 | 3,358,705 | 1.1% | Includes 1,671,296 shares issuable upon options |
| Apr 23, 2025 | 3,442,038 | 1.1% | Includes 1,671,296 shares issuable upon options |
- Pledging/hedging: The beneficial ownership tables and footnotes do not indicate any pledging or hedging by Provenzano .
Outstanding Equity Awards and Vesting Status
| Award | 2022 (as of 12/31/22) | 2023 (as of 12/31/23) | 2024 (as of 12/31/24) |
|---|---|---|---|
| Option: 1,000,000 @ $0.17 (5/28/2019) | Exercisable: 1,000,000; Unexercisable: 600,000; Exp: 5/28/2029 | Exercisable: 1,000,000; Unexercisable: 83,333; Exp: 5/28/2029 | Exercisable: 1,000,000; Unexercisable: 39,860; Exp: 5/28/2029 |
| Option: 78,947 @ $0.45 (10/23/2007) | Exercisable: 78,947; Exp: 10/23/2027 | Exercisable: 78,947; Exp: 10/23/2027 | Exercisable: 100,000; Exp: 10/23/2027 |
| Option: 32,500 @ $0.22 (9/18/2009) | Exercisable: 32,500; Exp: 9/18/2029 | Exercisable: 32,500; Exp: 9/18/2029 | Exercisable: 32,500; Exp: 9/18/2029 |
| Option: 50,000 @ $0.14 (5/1/2030) | Exercisable: 50,000; Exp: 5/1/2030 | Exercisable: 50,000; Exp: 5/1/2030 | Exercisable: 50,000; Exp: 5/1/2030 |
| Option: 202,110 @ $0.14 (5/1/2030) | Exercisable: 202,110; Exp: 5/1/2030 | Exercisable: 202,110; Exp: 5/1/2030 | Exercisable: 202,110; Exp: 5/1/2030 |
| Option: 74,051 @ $0.15 (9/30/2030) | Exercisable: 74,051; Exp: 9/30/2030 | Exercisable: 74,051; Exp: 9/30/2030 | Exercisable: 74,051; Exp: 9/30/2030 |
| Option: 50,000 @ $0.18 (5/21/2031) | Exercisable: 50,000; Exp: 5/21/2031 | Exercisable: 50,000; Exp: 5/21/2031 | Exercisable: 50,000; Exp: 5/21/2031 |
| Option: 38,584 @ $0.22 (1/3/2032) | Unexercised (listed as equity incentive awards) | Unexercised; Exp: 1/3/2032 | Exercisable: 38,584; Exp: 1/3/2032 |
| Option: 124,051 @ $0.23 (3/31/2032) | Unexercised (listed as equity incentive awards) | Unexercised; Exp: 3/31/2032 | Exercisable: 124,051; Exp: 3/31/2032 |
Notes:
- The company uses standard option terms including cashless exercise .
Employment Terms
| Provision | Terms |
|---|---|
| Role & scope | EVP Operations; Corporate Secretary; President & CEO of ONM Environmental (subsidiary) |
| Base salary | Initially $170,000 (2019 agreement); increased to $199,722 (Dec 27, 2022); 2024 salary reported $193,772 |
| Benefits & perquisites | Health insurance premiums for self and immediate family; car allowance covering expenses of personal commercial-grade truck continually used in company operations; four weeks paid vacation; eligibility for incentive/stock plans and discretionary bonuses |
| Term length | Five years unless earlier terminated under specified conditions |
| Termination for M&A/COC | If terminated due to merger or acquisition: severance equals the greater of (i) one year’s compensation plus an additional half-year for each year of service since agreement effective date, or (ii) one year’s compensation plus an additional half-year for each year remaining in the agreement term |
| Other termination | Death/disability/for cause: entitled to compensation due through date of termination |
| Change-of-control equity | Any unvested portion of 2019 option vests immediately prior to a change of control (single-trigger acceleration) |
| Restrictive covenants | Confidentiality; non-solicitation of customers or employees; assignment of inventions (work made for hire) |
Board Governance, Service History, and Dual-Role Implications
- Board service: Director since June 2002; continuing board service disclosed in 2022–2025 proxies .
- Committee roles: 2022 proxy lists Audit, Compensation, and Nominating/Governance committees and their chairs; no committee footnotes are attached to Provenzano’s name, indicating he was not serving on those committees at that time .
- Director compensation policy: Non-employee directors earn a quarterly $15,000 retainer; committee chairs earn $3,750 per quarter; paid via options at quarter-end. Company states directors employed by BioLargo do not receive additional director compensation (applies to Provenzano) .
- Dual-role implications: Provenzano is a senior executive while serving on the board (EVP, Corporate Secretary, subsidiary CEO); independent oversight of compensation and audit committees is maintained through independent directors and chair roles per the committee designations .
Compensation Structure Analysis
- Mix and trends: 2024 compensation is predominantly cash (salary + $50,000 bonus) with increased “All Other Compensation,” while 2023 included modest option value ($10,085) and a smaller cash bonus carried from late 2022; no stock awards in 2024 vs. a $25,000 stock award in 2023 .
- Equity incentives: Significant legacy option from 2019 continues to create alignment with share price and features single-trigger COC acceleration; RSU grant is tightly conditioned on commercialization/scale milestones ($3M cash receipts or $3M revenue over 12 months), reinforcing growth goals .
- Retention economics: M&A termination provisions with step-up multiples based on tenure or remaining term represent a meaningful retention and transaction protection; benefits and broad operational scope further embed executive retention .
Investment Implications
- Alignment: A multi-year, deeply in-the-money exercise price relative to historic grants ($0.17–$0.23 options) and performance-conditioned RSUs indicate a design focused on commercialization and share-price appreciation; beneficial ownership at ~1.1% strengthens alignment without pledging disclosures .
- Retention vs. COC dynamics: Single-trigger option acceleration plus tenure-based severance in an M&A scenario could modestly increase transaction costs but reduces execution risk during sale processes; restrictive covenants protect IP/customer relationships .
- Near-term selling pressure: With vesting substantially complete on the 2019 option and additional grants from 2021–2023 now largely exercisable, monitor Form 4 activity for potential liquidity events; proxy does not show pledging/hedging, which is positive for alignment .
- Performance context: Rapid revenue growth and narrowing losses from 2021–2024 provide improving fundamentals; TSR data through 2022 indicates volatility, making pay outcomes sensitive to execution on commercialization milestones embedded in RSUs .