Joseph Freedman
About Joseph Freedman
Independent director of BLNE (Beeline Holdings, Inc.), age 60, appointed to the Board on October 7, 2024, following the Beeline merger; chairs the Compensation Committee and serves on the Audit and Nominating & Corporate Governance Committees . Background includes Lead Director of Red Cat Holdings (Nasdaq: RCAT) since 2021 (previously chaired Compensation and Nominating & Governance) and founder/CEO of Event Works Rental (2006–2024), with additional board roles in proptech, real estate investment, and financial services .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Event Works Rental | Co-founder & Chief Executive Officer | 2006–2024 | Led full-service event rental company through growth and operations |
| Various ventures (legal services, title insurance, software, executive search) | Founder/Operator | Not disclosed | Demonstrates cross-sector operating experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Red Cat Holdings, Inc. (RCAT) | Lead Director; previously chaired Compensation and Nominating & Governance | Director since 2021 | Lead independent oversight; past leadership of key governance committees |
| OneTap Maintenance (proptech) | Director | Not disclosed | Board oversight in proptech |
| ResiCom Capital Partners (real estate investment) | Director | Not disclosed | Board oversight in real estate investment |
| Fluid Capital Network (financial services) | Director | Not disclosed | Board oversight in financial services |
| Entrepreneurs’ Organization (Nashville) | Past President; Governance Chair | Not disclosed | Non-profit governance leadership |
| Drones for Good Worldwide (501(c)(3)) | Founder | Not disclosed | Humanitarian-focused technology nonprofit |
Board Governance
- Independence: Board determined all directors except the CEO (Liuzza) are independent; includes Freedman .
- Committees: Compensation (Chair), Audit (Member), Nominating & Corporate Governance (Member) .
- Attendance and cadence: All then-serving directors attended over 75% of applicable Board/Committee meetings in 2024; Board met 12 times, Audit 12, Nominating 4, Compensation 4 .
| Governance Element | Status/Detail |
|---|---|
| Independence | Independent director under Nasdaq and SEC standards |
| Committee roles | Compensation (Chair); Audit (Member); Nominating & Corporate Governance (Member) |
| 2024 attendance | >75% of applicable meetings (then-serving directors) |
| 2024 meeting count | Board: 12; Audit: 12; Nominating: 4; Compensation: 4 |
Fixed Compensation
| Component | Amount/Terms | Period | Notes |
|---|---|---|---|
| Director fees | $20,000 | FY 2024 | Fees earned as non-employee director |
| Additional cash awards | $91,667 | Approved May 28, 2025 | Elected to receive 100% in restricted stock at $0.92/share, subject to shareholder approval of the 2025 Plan |
| Annual cash retainer | $50,000 | Effective May 1, 2025 | Payable quarterly in arrears, subject to continued service |
Performance Compensation
| Award Type | Grant/Eligibility | Vesting | Notes |
|---|---|---|---|
| Restricted Stock | 10,000 shares | Vest on October 2, 2025 | Subject to shareholder approval of the 2025 Equity Incentive Plan |
| Restricted Stock | 30,000 shares | Vest one-third annually over 3 years from May 28, 2025 | Subject to Plan approval |
| Restricted Stock (prior work) | 18,333 shares | Vest on May 28, 2026 | For prior work as of April 30, 2025; subject to Plan approval |
| RSUs (committee-linked) | 30,000 units | Vest on earlier of one year from grant or delivery of final report by applicable committee | Performance/achievement-based element; subject to Plan approval |
Other Directorships & Interlocks
- Red Cat Holdings (RCAT): Freedman serves as Lead Director; BLNE’s CEO (Liuzza) and CFO (Moe) also serve on RCAT’s Board, creating a board interlock; the proxy notes the interlock under “Compensation Committee Interlocks” (though committee members were independent and not company officers) .
- Additional private boards: OneTap Maintenance, ResiCom Capital Partners, Fluid Capital Network .
Expertise & Qualifications
- Governance and compensation: Lead independent role at RCAT; prior chair of Compensation and Nominating & Governance at RCAT .
- Operating experience: Co-founded and ran Event Works Rental (2006–2024) and founded companies in legal services, title insurance, software, and executive search .
- Cross-sector exposure: Finance, technology, proptech, and real estate investment .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Common stock beneficially owned | 273,324 shares (1.4% of common) | Includes 117,404 shares issuable upon exercise of warrants; excludes contingent equity grants pending plan approval |
| Voting power | 1.3% | As of August 8, 2025 record date |
| Warrants | 117,404 shares at $0.66 exercise price (post-adjustment) | Exercise price and size adjusted due to price protection; subject to stockholder approvals under Nasdaq rules |
| Convertible preferred previously held/converted | Converted Series F, F‑1, and Series G to common on March 7, 2025 | Corporate disclosure of conversion event |
Related-Party, Transactions & Signals
- December 11, 2023 loan: Freedman loaned $75,000 to Beeline (then Eastside); the note (with default interest/fees/penalties) was guaranteed by CEO Nicholas Liuzza; subsequently offset via subscription to $121,593 of Series G units in December 2024 on same terms as other investors .
- Securities participation: Freedman acquired 238,418 Series G shares and 119,209 accompanying warrants; on March 7, 2025 he converted F, F‑1, and G holdings to common; his warrants reprice to $0.66 with anti-dilution adjustments (subject to shareholder approval) .
- Interlocks: Compensation Committee disclosure notes no insider “interlocks” in the classic sense, but highlights that Messrs. Freedman, Moe, and Liuzza are all directors at RCAT .
- Trading policy exception: Board waived blackout on April 15, 2025, permitting officers and directors to purchase common stock on the open market (governance sensitivity) .
Governance Assessment
- Strengths
- Independent director with extensive board leadership; chairs Compensation Committee and serves on Audit and Nominating & Governance, providing balanced oversight .
- Active meeting cadence with >75% director attendance in 2024; established governance structures and charters across committees .
- Anti-hedging policy and Nasdaq-aligned clawback policy in place, strengthening alignment and recourse on incentive compensation .
- Watch items / potential red flags
- Interlock: Shared directorship with CEO and CFO at RCAT could create perceived alignment risks in compensation and oversight; monitor for independence of decision-making and any related-party outcomes involving RCAT .
- Related-party financing history: Prior personal loan (with CEO guarantee) later repaid via equity subscription; while disclosed as on market terms, this history may raise optics on independence; ongoing warrants and prior preferred holdings also benefit from price protection adjustments .
- Trading policy waiver: Board’s April 15, 2025 blackout waiver allowing insider purchases warrants scrutiny on timing and controls .
- Compensation process: No external compensation consultant engaged in 2024; as Compensation Chair, Freedman should evidence robust benchmarking and investor-aligned structures as the new equity plan is implemented .
Appendix: Director Compensation (detail)
| Metric | Amount | Period/Terms |
|---|---|---|
| Director fees (FY 2024) | $20,000 | Non-employee director fee |
| Cash award (approved 5/28/2025) | $91,667 | Elected to take 100% as restricted stock at $0.92/share; subject to Plan approval |
| Annual retainer | $50,000 | Effective 5/1/2025; payable quarterly in arrears; subject to continued service |
Appendix: Equity Awards (approved, subject to Plan)
| Award | Shares/Units | Vesting | Notes |
|---|---|---|---|
| Restricted Stock | 10,000 | 10/2/2025 | Subject to shareholder approval of the 2025 Plan |
| Restricted Stock | 30,000 | 1/3 annually over 3 years from 5/28/2025 | Subject to Plan approval |
| Restricted Stock (prior work) | 18,333 | 5/28/2026 | For prior work as of 4/30/2025; subject to Plan approval |
| RSUs (committee-linked) | 30,000 | Earlier of 1 year from grant or delivery of applicable committee final report | Subject to Plan approval |