Stephen Romano
About Stephen Romano
Stephen Romano, 49, was appointed as an independent director of Beeline Holdings (BLNE) on March 7, 2025. He is co‑founder and President of CredEvolv (since July 2021), and previously served as President of Grand River Mortgage Company, LLC (d/b/a GRMC Lending) from December 13, 2021 to September 2024, bringing mortgage and fintech operating experience to the board. He currently serves on BLNE’s Audit and Compensation Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grand River Mortgage Company, LLC (d/b/a GRMC Lending) | President | Dec 13, 2021 – Sep 2024 | Led digital mortgage operations; mortgage industry experience cited in support of board appointment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CredEvolv | Co‑founder and President | Jul 2021 – Present | Fintech platform connecting consumers, lenders, and nonprofit credit counselors |
Board Governance
- Independence: The board determined all directors except CEO Nicholas R. Liuzza are independent under Nasdaq and SEC standards; Romano is independent.
- Committees: Romano is a member of the Audit Committee and the Compensation Committee (not Chair). Audit Chair: Eric Finnsson; Compensation Chair: Joseph Freedman; Nominating & Corporate Governance Chair: Joseph Caltabiano.
- Meetings and attendance: 2024 board meetings totaled 12; Audit Committee met 12 times; Compensation Committee 4; Nominating & Corporate Governance Committee 4. Company disclosed all then‑serving directors attended over 75% of applicable 2024 meetings. (Note: Romano joined the board in 2025.)
| Governance Item | Detail |
|---|---|
| Board service start date | Mar 7, 2025 |
| Independence status | Independent (Nasdaq Rule 5605(a)(2)) |
| Audit Committee | Member; Chair is Eric Finnsson (Audit Committee Financial Expert) |
| Compensation Committee | Member; Chair is Joseph Freedman |
| Nominating & Corp Gov Committee | Not a member; Chair is Joseph Caltabiano |
| 2024 Board meetings | 12 |
| 2024 Committee meetings | Audit 12; Compensation 4; Nominating 4 |
| 2024 Attendance disclosure | All then‑serving directors attended >75% of applicable meetings |
Fixed Compensation
| Date | Type | Amount | Form | Terms/Notes |
|---|---|---|---|---|
| May 1, 2025 (effective) | Board cash grant | $50,000 | Cash | Payable quarterly in arrears, subject to continued service (applies to Romano and four other non‑employee directors) |
| May 28, 2025 | Board cash award | $28,333 | Elected 100% in restricted common stock | Converted at $0.92/share; equity issuance subject to stockholder approval of the 2025 Equity Incentive Plan |
- Compensation Committee did not engage compensation consultants during 2024.
Performance Compensation
| Award Type | Grant Approved | Shares | Vesting | Conditions |
|---|---|---|---|---|
| Restricted Stock | May 28, 2025 | 10,000 | Vests Oct 2, 2025 | Subject to stockholder approval of the Amended & Restated 2025 Equity Incentive Plan |
| Restricted Stock | May 28, 2025 | 30,000 | Vests one‑third annually over three years from May 28, 2025 | Subject to stockholder approval of the Plan |
| Restricted Stock (for prior work as of Apr 30, 2025) | May 28, 2025 | 5,666 | Vests May 28, 2026 | Subject to stockholder approval of the Plan |
No performance‑conditioned equity (e.g., PSUs/TSR metrics) is disclosed for Romano; awards are time‑based and contingent on stockholder Plan approval.
Other Directorships & Interlocks
| Company | Ticker | Role | Committee Roles |
|---|---|---|---|
| None disclosed in proxy statement for Mr. Romano | — | — | — |
- Context: The proxy notes certain interlocks among other BLNE insiders at Red Cat Holdings, Inc. (RCAT), but does not list Romano as serving on RCAT’s board.
Expertise & Qualifications
- Mortgage and fintech operating experience (CredEvolv founder/President; former President of GRMC Lending).
- Governance experience on key board committees (Audit and Compensation).
- Independent director; age 49.
Equity Ownership
- The security ownership table excerpt does not quantify Stephen Romano’s common stock beneficial holdings; a row is present without amounts for Romano. Group total for all directors and executive officers (7 persons) is 8,477,110 shares (33.2%). Pending director equity awards for Romano are detailed above.
Related Party Transactions (Conflict Review)
- Beeline Loans partnered with CredEvolv on Feb 26, 2025; Romano is CredEvolv’s co‑founder and President and also serves on BLNE’s board.
- Consulting agreement (the “Romano Agreement”) between Beeline Financial (subsidiary) and Romano dated Jul 29, 2024: compensation includes (i) $7,500 per month, (ii) 10% of total monthly net revenue (net of costs for property reports and remittance) derived from Romano’s efforts, and (iii) $2,000 bonus for funded production introduced by Romano; total $40,000 received under the agreement.
- Related Party Transactions Policy: transactions require approval by a majority of disinterested directors, stockholder approval, or must be fair to the company; Audit Committee utilized for conflict reviews where appropriate.
RED FLAG: Ongoing commercial partnership (CredEvolv) and a direct consulting arrangement create potential conflicts; monitoring of approval process, pricing, and disclosure is warranted.
Say‑on‑Pay and Shareholder Items
- The 2025 proxy includes proposals to approve the Amended and Restated 2025 Equity Incentive Plan and other items; voting conducted at the Oct 2, 2025 annual meeting. (Voting results to be reported on Form 8‑K after the meeting.)
Governance Assessment
- Positives: Independent director on core oversight committees (Audit and Compensation); board and committees met with appropriate frequency in 2024; Audit Committee chaired by an SEC‑defined financial expert (Finnsson). Romano elected to take his May 28, 2025 cash award entirely in equity at $0.92/share, signaling alignment.
- Risks/Red Flags: Dual roles with CredEvolv and a separate consulting agreement with BLNE’s subsidiary introduce related‑party and incentive alignment risks; continued scrutiny of committee oversight and adherence to the Related Party Transactions Policy is advised.
- Process notes: Compensation Committee did not engage external compensation consultants in 2024, which can limit independent benchmarking; however, committee members (including Romano) are non‑employee and independent under Nasdaq rules.