Dean Ditto
About Dean Ditto
Dean Ditto, CPA, was appointed Chief Financial Officer of Banzai International (BNZI) effective July 14, 2025, bringing 30+ years of strategic finance leadership across public and private companies, including restructuring and capital markets execution roles . He holds a BA in Economics and Management from Albion College and an MBA in Finance from Indiana University’s Kelley School of Business . Notable achievements include leading a restructuring at Akerna Corp. that produced $6 million in annual cost savings and raising $40 million at Mydecine Innovations to support drug and IP development; he also improved planning and FP&A processes at Sigue Corporation . BNZI performance metrics such as TSR, revenue growth, and EBITDA growth tied specifically to his tenure are not disclosed in the filings reviewed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Delta CXO LLC | Co-founder & CFO | Feb 2024–Jul 2025 | Co-founded and led finance, capital markets, accounting, and reporting . |
| Akerna Corp. | CFO | Apr 2022–Feb 2024 | Led corporate restructuring delivering $6M annual cost savings . |
| Mydecine Innovations Group, Inc. | CFO | Dec 2020–Aug 2022 | Raised $40M via public/private offerings to fund R&D and operations . |
| Sigue Corporation | CFO | Jun 2019–Sep 2020 | Improved planning, budgeting, and analysis processes . |
External Roles
No public company board directorships or committee roles were disclosed in the BNZI filings reviewed .
Fixed Compensation
| Component | Amount/Terms | Effective Date |
|---|---|---|
| Base Salary | $275,000 per annum . | Offer letter signed July 1, 2025; CFO effective July 14, 2025 . |
| Relocation Reimbursement | Up to $10,000 for Seattle-area relocation expenses . | July 2025 onboarding . |
Performance Compensation
Annual Incentive Cash Bonus
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual cash bonus | Goals to be agreed and documented within 90 days of start . | Not disclosed . | $100,000 . | Not disclosed . | Not disclosed . | N/A . |
Equity Awards (RSUs)
| Grant Type | Grant-Date Fair Value | Number of Shares | Vesting Schedule | Performance Conditions |
|---|---|---|---|---|
| RSUs (subject to 2023 Equity Incentive Plan) | $100,000 recommended to Board . | Not disclosed . | Vests quarterly; last ¼ becomes fully exercisable 12 months after Board approval . | None disclosed; appears time-based under company plan . |
Equity Ownership & Alignment
| Ownership Element | Amount | As of Date |
|---|---|---|
| Beneficial ownership (options exercisable within 60 days) | 8,090 options; less than 1% of Class A outstanding . | October 22, 2025 . |
| Direct Class A holdings | Not disclosed in beneficial ownership table . | October 22, 2025 . |
| Class B holdings | None disclosed for Ditto; CEO holds Class B . | October 22, 2025 . |
| Pledged shares | Company policy prohibits pledging and hedging by insiders . | Policy in effect FY 2024 . |
| Stock ownership guidelines | Not disclosed . | N/A . |
Employment Terms
- At-will employment; either party may terminate at any time with or without cause .
- Required to sign Proprietary Information and Inventions Agreement (IP assignment, confidentiality) .
- During employment, may not engage in other employment/consulting directly related to BNZI’s business or conflicting with obligations .
- Severance and change-of-control cash multiples: not disclosed in the offer letter .
- Equity awards governed by 2023 Equity Incentive Plan, which includes potential acceleration in connection with corporate transactions where awards are not assumed/continued/substituted , clawback compliance per exchange/Dodd-Frank requirements , and board authority for certain award modifications/repricings subject to constraints .
Performance & Track Record
- Led Akerna Corp. restructuring yielding $6M annual cost savings .
- Raised $40M at Mydecine Innovations for R&D and operations .
- Improved FP&A and budgeting processes at Sigue Corporation .
- As BNZI CFO, executed financing documentation (e.g., signed a Convertible Promissory Note with Yorkville on Sept. 17, 2025) supporting capital needs .
- Education: BA (Albion College) and MBA (Indiana University, Kelley School of Business) .
Vesting Schedules and Insider Selling Pressure
- RSUs: Quarterly vesting; final tranche becomes fully exercisable at 12 months post Board approval, indicating steady potential supply from time-based vesting rather than performance triggers .
- Hedging/pledging: Prohibited for directors/officers, reducing misalignment risk from derivative or collateralized positions .
- Beneficial ownership: <1% stake and 8,090 options exercisable within 60 days as of Oct 22, 2025, suggesting limited personal selling capacity relative to float .
Related Policies and Governance Signals
- Insider Trading Policy prohibits hedging and pledging; requires Section 16 compliance and trading windows adherence .
- 2023 Equity Incentive Plan allows award acceleration in certain corporate transactions and includes clawback provisions aligned with listing standards .
- Plan also permits Board to consider repricing/substitution actions under specific conditions, a governance item for shareholder monitoring .
Investment Implications
- Pay-for-performance alignment: Initial compensation mix is balanced—cash salary with at-risk elements from an annual bonus tied to agreed goals and time-based RSUs under the 2023 plan; however, specific performance metrics/weights for the bonus are not yet disclosed, limiting visibility into short-term incentive rigor .
- Retention and selling pressure: Quarterly RSU vesting creates regular equity delivery but overall insider selling pressure from Ditto appears modest given <1% beneficial stake; policy prohibitions on hedging/pledging further support alignment .
- Change-of-control economics: While the plan contemplates acceleration when awards are not assumed, the absence of disclosed severance multiples or explicit single/double-trigger terms for Ditto reduces predictable cash obligations but adds uncertainty on personal economics in a transaction .
- Execution signal: Ditto’s prior cost takeout and capital raising track record, coupled with recent financing document execution at BNZI, indicates a focus on liquidity and operating discipline—constructive for a company navigating reverse splits, warrant overhangs, and acquisition integrations; investors should monitor bonus metric disclosure and any subsequent equity grants for incentive stringency and dilution dynamics .