Kenneth Code

About Kenneth Code

Kenneth R. Code is Chief Science Officer and a director of BioLargo (BLGO). He has been a director since April 2007 (age 78) and is the company’s single largest stockholder. He founded IOWC Technologies, from which BLGO acquired its core iodine disinfection technology; he has authored several publications and holds multiple patents. Mr. Code graduated from the University of Calgary, Alberta, Canada .
Company performance context during his tenure (recent years): revenue rose from $5.884M (2022) to $12.230M (2023) to $17.779M (2024); cumulative TSR for a fixed $100 investment (12/31/2021 base) tracked $92 (2022), $79 (2023), $90 (2024); net losses narrowed from $(5.132)M (2022) to $(4.347)M (2024) .

Past Roles

External Roles

• No external public company directorships for Mr. Code are listed in the 2025 proxy; he serves as a director of BLGO (nominated slate shows only BLGO role) .

Fixed Compensation

Stock received in lieu of cash (compensation preservation program) | Year | Cash foregone | Shares issued | Price per share | |---|---:|---:|---:| | 2022 | $64,702 | 275,565 | $0.17–$0.23 | | 2023 | $32,456 | 190,919 | $0.17 | | 2024 | $9,450 | 41,087 | $0.23 |

Notes: As a smaller reporting company, BLGO’s NEO pay is heavily salary-based; no annual cash bonus or PSUs are shown for Mr. Code in 2022–2024. The board has a standing program under which officers may elect equity in lieu of cash payables .

Performance Compensation

• No specific annual performance bonus plan, targets, or payouts are disclosed for Mr. Code for 2022–2024; Summary Compensation Table shows no “Bonus,” “Non-Equity Incentive,” or PSU entries for him in those years .
• Eligibility: Mr. Code is eligible to participate in incentive and stock option plans as determined by the board, per his employment agreement .

Equity Ownership & Alignment

Option holdings (as of 12/31/2024) | Grant/exercise | Exercisable | Exercise price | Share price on grant | Expiration | |---|---:|---:|---:|---| | Option (9/19/2029) | 65,000 | $0.22 | $0.22 | Sep 19, 2029 | | Option (5/1/2030) | 343,571 | $0.14 | $0.14 | May 1, 2030 |

Alignment considerations:

• High insider ownership (7.9%) supports long-term alignment; includes a substantial legacy block tied to the company’s core technology acquisition .
• No pledging or hedging by Mr. Code is disclosed in the proxy excerpts reviewed; Section 16 reporting was timely for insiders in 2024 per the company’s statement .

Employment Terms

• Agreement dates: Original April 29, 2007; amended December 28, 2012 (salary fixed at $288,603; no automatic increases) .
• Term and renewal: Auto-renews annually on April 29; may be terminated “without cause” upon 120 days’ notice; amendment removed the severance originally provided (no severance on “without cause” termination) .
• Benefits: Eligibility for incentive/option plans; health insurance for him/family; $800/month car allowance; paid vacation (4 weeks plus 2 per year of service up to 10 weeks); life insurance equal to 3× base salary; disability insurance .
• Covenants: Confidentiality, non-solicit of customers/employees, and assignment of inventions as “work made for hire” .
• Change-in-control: No CIC severance terms are disclosed for Mr. Code in the cited sections (contrast to CEO agreement) .

Board Service, Committees, Governance Context

• Board tenure and status: Director since April 2007; not independent under Nasdaq standards; does not serve on any board committees .
• Board structure: CEO Dennis Calvert serves as both CEO and Chairman; no Lead Independent Director; four independent directors (Marshall, Strommen, Park, Bray) .
• Committee composition: Audit (Chair Marshall; Park, Bray; 4 meetings in 2024); Compensation (Chair Park; Marshall, Bray); Nominating/Governance (Chair Bray; Marshall, Park) .
• Attendance: Board held four meetings in 2024; there were isolated absences at August and November 2024 board and audit meetings (not attributed to specific directors) .
• Director pay: Company employees serving as directors (including Mr. Code) do not receive additional director compensation .

Dual-role implications:

• As an executive officer and director, Mr. Code is not independent; combined CEO/Chair structure without a Lead Independent Director increases emphasis on committee oversight by independents for compensation and governance matters .

Investment Implications

• Pay-for-performance alignment: Mr. Code’s compensation is predominantly fixed salary with minimal variable pay and no bonuses or PSU-linked metrics disclosed in 2022–2024, indicating low direct linkage to financial/TSR targets; however, very high equity ownership (7.9%) provides strong long-term alignment through stock value accretion .
• Liquidity and selling pressure: Options held by Mr. Code are modest versus his total holdings and do not begin expiring until 2029–2030, reducing near-term option-related selling pressure; periodic issuance of stock in lieu of cash is a cash-preservation mechanism but can incrementally increase float .
• Retention risk: Auto-renewing contract with no severance on “without cause” termination and standard confidentiality/non-solicit covenants lowers termination cost but offers limited retention economics; long-tenured role and large beneficial stake mitigate voluntary departure risk .
• Governance: Executive-director status and absence of a Lead Independent Director require reliance on independent committees for oversight; compensation committee comprised entirely of independents, with no related-party transactions above thresholds disclosed, is a positive counterbalance .
• Execution track record: Revenue has grown materially (2022–2024) while losses narrowed; TSR improved in 2024 versus 2023, but multi-year TSR remains below 2021 levels, keeping external pressure on commercialization and profitability milestones that underpin long-term value realization for large insiders like Mr. Code .

Appendix: Pay Versus Performance Context (Company-level)