Joseph Caltabiano
About Joseph Caltabiano
Independent director since October 7, 2024; age 48. Background spans mortgage banking (Senior Vice President at Guaranteed Rate), cannabis (co‑founder of Cresco Labs), and emerging medicine (CEO/co‑founder of Healing Realty Trust; founder of JSC Fund) . Determined independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guaranteed Rate | Senior Vice President, Mortgage Banking | Prior to focus on emerging medicine (years not specified) | Mortgage banking experience cited as relevant to BLNE strategy |
| Cresco Labs | Co‑founder; grew into multi‑state operator | Founded 2013; scaled to >$250M annualized revenue | Pioneered cannabis industry; operational scaling |
| Healing Realty Trust | CEO & Co‑founder | Founded 2023; ongoing | Developing clinical infrastructure for behavioral health |
| JSC Fund | Founder | Founded 2020; ongoing | Investments in cannabis and regulated sectors |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Healing Realty Trust | CEO & Co‑founder | 2023–present | Private | Behavioral health clinical infrastructure |
| JSC Fund | Founder | 2020–present | Private | Focus on cannabis/regulated sectors |
| Cresco Labs | Co‑founder | 2013 onward | Public (noted as large operator) | Co‑founded; built multi‑state operator |
| Other public company boards | — | — | — | None disclosed for Caltabiano in proxy bios |
Board Governance
- Independence: Classified as independent under Nasdaq Rule 5605(a)(2) .
- Committees: Chair, Nominating & Corporate Governance; member roster includes Eric Finnsson and Joseph Freedman (both independent) .
- Attendance: All directors attended >75% of Board/Committee meetings in 2024; Board met 12 times; Audit 12; Nominating 4; Compensation 4 .
- Compensation Committee: Caltabiano is not a member; current members are Freedman (Chair), Finnsson, Romano (all independent) .
- Audit Committee: Not a member; current members are Finnsson (Chair), Freedman, Romano .
Fixed Compensation
| Component | 2024 | 2025 |
|---|---|---|
| Fees Earned (cash) | $20,000 (for 2024 service; appointed Oct 7, 2024) | Cash award approved May 28, 2025: $45,833; elected to take 100% in restricted common stock at $0.92 per share, subject to Plan approval |
| Annual Director Grant | — | $50,000 grants effective May 1, 2025, payable quarterly in arrears subject to continued service (table excluded these); five non‑employee directors included |
Notes:
- Elections to receive stock are contingent on shareholder approval of the Amended & Restated 2025 Equity Incentive Plan .
- No committee chair cash fee disclosures were provided; committee service disclosed without fee detail .
Performance Compensation
| Award Type | Grant Date | Quantity | Vesting | Conditions |
|---|---|---|---|---|
| Restricted Stock | May 28, 2025 | 10,000 shares | Vest October 2, 2025 | Subject to shareholder approval of Plan |
| Restricted Stock | May 28, 2025 | 30,000 shares | Vest 1/3 annually over 3 years from May 28, 2025 | Subject to shareholder approval of Plan |
| Restricted Stock (Prior Work) | As of April 30, 2025 | 18,333 shares | Vest May 28, 2026 | Subject to shareholder approval of Plan |
| Restricted Stock Units (RSUs) | May 28, 2025 | 30,000 units | Vest on earlier of one year from grant or delivery of final report by applicable committee | Subject to shareholder approval of Plan |
Policy context:
- Anti‑hedging policy prohibits hedging by directors .
- Company clawback policy implemented per Nasdaq Rule 10D‑1; recoups excess incentive comp upon restatement (3‑year lookback) .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Indicator |
|---|---|---|---|
| None disclosed for Caltabiano | — | — | No interlocks with BLNE competitors/suppliers/customers disclosed in proxy |
Expertise & Qualifications
- Mortgage banking expertise; expected to aid expansion in mortgage industry .
- Operating and entrepreneurial track record in regulated industries (cannabis, healthcare services infrastructure) .
- Independent governance role as Chair of Nominating & Corporate Governance Committee .
Equity Ownership
| Title of Class | Beneficially Owned | % of Class | Voting Power | Notes |
|---|---|---|---|---|
| Common Stock | — (no shares reported as of Aug 8, 2025 record date) | — | — | Footnote indicates exclusion of equity grants contingent on Plan approval |
Section 16 Compliance:
- Company reported delinquent filings for two individuals (not Caltabiano) in 2024; otherwise filing requirements complied .
Governance Assessment
- Committee leadership and independence: Serving as Chair of Nominating & Corporate Governance with independent committee membership supports board refresh, director nomination rigor, and governance oversight .
- Engagement: Attendance exceeded 75% in 2024 across Board/committees; signals active participation during transition year post‑merger .
- Pay mix alignment: Elected to take cash awards entirely in stock at a fixed price ($0.92) under the new Plan; plus multi‑year RS and RSU grants with time‑based and deliverable‑based vesting—enhances ownership alignment and ties compensation to ongoing committee work product .
- Policies: Anti‑hedging and clawback policies in place; positive investor‑alignment signals .
- Conflicts/Related‑party exposure: No related‑party transactions disclosed involving Caltabiano; broad related‑party section lists others, but not him .
- Attendance to committees: Not on Audit or Compensation; reduces pay‑setting or financial reporting conflict exposure while focusing on governance .
RED FLAGS
- None disclosed specific to Caltabiano (no related‑party transactions, pledging, or delinquent filings). Equity awards are standard and contingent on shareholder approval of the Plan; no repricings or tax gross‑ups disclosed for directors .