Joseph Davy
About Joseph Davy
Joseph P. Davy (age 35) is Chief Executive Officer, Chairman and Director of Banzai International, Inc. and co‑founded Legacy Banzai in 2015, leading the company through its public listing and subsequent acquisitions . He attended the University of North Carolina at Chapel Hill (2007–2010), and previously served as a software engineer at IBM, founder/CEO of EvoApp (2009–2012), CEO of Buystand (2012–2013), Microsoft Customer Advisory Board member (2012–2013), and General Manager at Avalara (2013–2016) . Under his tenure, Banzai completed the OpenReel and Vidello acquisitions and stated it would exceed 2024 revenue guidance of $10.0M; management also cited a 152% TTM revenue increase to $10.9M at the OpenReel signing (company statements) . Davy’s voting control has declined as the share count expanded: ~78.5% of total voting power as of Jan 13, 2025; ~65.13% as of Apr 10, 2025; and ~36.13% as of Sept 9, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IBM | Software Engineer | Pre‑2009 | Technical foundation in enterprise software |
| EvoApp | Founder, CEO & Chief Product Officer | 2009–2012 | Built startup leadership/PM skillset |
| Buystand | Chief Executive Officer | 2012–2013 | Marketplace leadership experience |
| Microsoft | Customer Advisory Board Member | 2012–2013 | Direct enterprise product/voice-of-customer exposure |
| Avalara | General Manager | 2013–2016 | Scaled go‑to‑market and operations at a leading SaaS tax platform |
| Legacy Banzai (now BNZI) | Co‑Founder; CEO & Director | 2015–present | Founder-led execution; took company public; M&A integration (OpenReel, Vidello) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Legalpad Inc. | Board Director | 2019–2022 | Private company board experience |
| Microsoft Corp. | Customer Advisory Board | 2012–2013 | Advisory role (non-employee) |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $300,000 | $310,417 |
| Cash Bonus Paid | $0 (no annual performance-based bonus) | $0 (no annual performance-based bonus) |
| All Other Compensation (401(k) etc.) | $12,000 | $12,000 |
Notes:
- Company disclosed no annual performance‑based cash bonuses were paid to NEOs for 2023 or 2024 .
Performance Compensation
| Award Type | Grant/Action Date | Quantity/Detail | Grant-Date Fair Value | Metrics/Weighting | Vesting |
|---|---|---|---|---|---|
| RSUs (CEO bonus in equity) | Dec 2024 | 304,878 RSUs | $500,000 (fair value) | Time-based (no performance metric disclosed) | “Exercisable upon issuance”; RSUs have no expiration (per Form 5 note) |
| Stock Options | 2024 | Not specified; CEO had no options outstanding as of 12/31/2024 | $29,700 (fair value) | Not disclosed | Company standard schedule: 25% at 1‑yr cliff, then monthly over 36 months (general plan terms) |
Additional context:
- Outstanding equity awards table shows no options for Davy as of Dec 31, 2024 , while the S‑1 reports $29,700 2024 option grant-date value (suggests a grant in 2024 that was not outstanding at year‑end or subsequently modified) .
Equity Ownership & Alignment
| Snapshot Date | Class A Shares | Class B Shares (10 votes/sh) | % Total Voting Power | Source |
|---|---|---|---|---|
| Jan 13, 2025 (Record Date) | Not disclosed | Not disclosed | ~78.5% | |
| Apr 10, 2025 (10‑K reference) | Not disclosed | Holds all Class B outstanding | ~65.13% | |
| Sept 9, 2025 (S‑1) | 30,920 | 231,114 | ~36.13% |
| Holdings Detail (as of Sept 9, 2025) | Amount |
|---|---|
| Class A Shares | 30,920 |
| Class B Shares | 231,114 (100% of Class B outstanding) |
| Anti‑Hedging | Hedging prohibited |
| Anti‑Pledging | Pledging/margin accounts prohibited |
| Stock Ownership Guidelines | Not disclosed in filings searched |
Supply/overhang considerations:
- 2023 Equity Incentive Plan share pool increased to 10,000,000 (approved Feb 28, 2025), with 9,244,352 shares then available; a potential future issuance source .
- RSU grant of 304,878 shares to the CEO becomes deliverable upon issuance (once reserved), creating potential near-term supply once issued .
Employment Terms
- Dual‑class and retention linkage: Class B (10 votes/share) is issued solely for Davy/affiliates and automatically converts into Class A upon certain events (e.g., transfer outside permitted holders; or, subject to Board determination 90 days after the earliest of CEO termination for cause/death/disability, voluntary resignation other than for good reason, or no longer serving as a director), with “reset” mechanics if reinstated before the termination anniversary date. Davy may also voluntarily convert Class B to Class A at any time by notice .
- Clawback: Company‑wide Dodd‑Frank compliant recoupment policy covers incentive‑based pay (including stock price/TSR), no‑fault recovery over a three‑year lookback upon financial restatement ; plan awards also subject to clawback and recoupment provisions .
- Insider trading controls: Trading windows, pre‑clearance and 10b5‑1 plan requirements; bans on hedging, short‑swing trading, and pledging/margin accounts .
- Severance/CoC: No specific CEO severance or change‑in‑control cash multiples disclosed in reviewed filings .
Board Governance
- Current role: CEO and Chairman; board is classified (staggered) and majority independent; Davy is non‑independent .
- Committee memberships: Davy is not listed on audit, compensation, nominating & governance, or M&A committees; committee chairs: Audit (Kent Schofield), Compensation (Mason Ward), Nominating & Governance (Paula Boggs), M&A (Mason Ward; with Jack Leeney as member) .
- Controlled company dynamics: Prior proxies noted that Davy controlled >50% voting power and the company could rely on Nasdaq “controlled company” exemptions, though it stated no current intent to use them at that time .
- Board terms: Davy is Class I director (term through 2027 annual meeting) per company chartered classification .
Director Compensation (Program for non‑employee directors)
| Component | Amount |
|---|---|
| Annual Cash Retainer | $100,000 |
| Chair Retainers | Audit $10,000; Compensation $5,000; Nominating & Governance $5,000 |
| Member Retainers | Audit $5,000; Compensation $2,500; Nominating & Governance $2,500 |
| Equity | In Dec 2024, 4 non‑employee directors received RSUs totaling $371,507 (30,049 shares) |
Note: As an employee director, Davy does not receive non‑employee director pay .
Performance & Track Record
| Initiative | Date | Consideration | Strategic Rationale |
|---|---|---|---|
| Signed definitive agreement to acquire OpenReel | Dec 10, 2024 | $19.6M in Class A shares and/or pre‑funded warrants | Adds enterprise‑grade video creation; complements Demio; cited 152% TTM revenue growth to $10.9M at signing (company statement) |
| Closed OpenReel acquisition | Dec 18–19, 2024 | 930,558 Class A shares + 11,769,501 pre‑funded warrants (exercise $0.0001) | Scale and product breadth; guided to exceed 2024 revenue guidance of $10.0M |
| Closed Vidello acquisition | Jan 31, 2025 | $2,745,031 cash (incl. holdbacks) + 898,204 Class A shares; 180‑day lock‑up for sellers | Expands video product suite; mitigates near‑term selling via lock‑up |
Compensation Structure Analysis
- Mix shift toward equity: 2024 total comp included $500,000 fair value RSU and $29,700 in options, moving the CEO’s pay mix toward stock versus cash salary ($310,417) .
- No annual cash bonus despite guidance beat: Company paid no annual performance cash bonuses to NEOs in 2023/2024; CEO award delivered as RSU grant in December 2024, suggesting discretion versus pre‑set plan metrics .
- Option repricing (peer indication): Company repriced 2023 options for certain executives (not Davy) in Dec 2023—often viewed as a governance caution unless well‑justified .
- Overhang potential: Significant expansion of the 2023 Equity Incentive Plan to 10,000,000 shares approved Feb 28, 2025 increases potential dilution capacity .
Say‑on‑Pay & Shareholder Feedback
- As an emerging growth company, BNZI is exempt from say‑on‑pay and CEO pay ratio disclosure requirements during the EGC phase .
Equity Ownership & Pledging
- Strong alignment via founder holdings and Class B control, with anti‑hedging and anti‑pledging prohibitions in place (mitigates misalignment risk) .
- Voting control is designed to diminish upon departure from CEO/Board roles via Class B conversion rules, tying governance control to Davy’s service continuity .
Employment Terms (Severance/CoC)
- No disclosed CEO severance multiples, CoC cash benefits, or single/double‑trigger vesting specifics; equity is subject to company clawback and plan rules .
- Insider trading policy requires pre‑clearance and allows 10b5‑1 plans with cooling‑off periods; special blackouts may apply .
Investment Implications
- Alignment: Founder‑CEO with substantial equity and Class B voting rights aligns with long‑term value creation; anti‑hedging/pledging enhances alignment .
- Governance risk vs. stability: Dual‑class structure centralizes control (36–79% voting power over 2025 snapshots), benefiting strategic continuity but limiting minority influence; control diminishes if Davy ceases CEO/Director roles under charter conversion mechanics .
- Incentive design: 2024 CEO bonus delivered in RSUs versus cash suggests equity‑heavy pay; lack of disclosed performance metrics (PSUs/TSR hurdles) means pay‑for‑performance linkage is more directional than formulaic .
- Supply/dilution watch: Pending issuance of 304,878 CEO RSUs and expanded 2023 EIP share pool create potential selling pressure/dilution; monitor Forms 4/Rule 10b5‑1 activity and plan utilization .
- Execution track record: Completed two acquisitions (OpenReel, Vidello) with stated revenue growth trajectory; integration and profitable scaling are next execution hurdles .