Nancy Norton
About Nancy Norton
Nancy Norton is Chief Legal Officer (CLO) of Banzai International (BNZI), appointed December 18, 2024, bringing leadership experience from Novartis (VP Legal), Kymeta (General Counsel), Ingram Micro Cloud (VP Legal), and Avanade (Senior Corporate Counsel) . During her tenure to date, BNZI reported Q2 2025 revenue growth of 205% YoY, gross profit of $2.7M and gross margin of 83%, ARR of $12.6M, and adjusted EBITDA of -$1.5M, underscoring execution momentum as the company scaled its martech portfolio . Education: BA Economics (University of Michigan), JD (Seattle University), LL.M. (University of the Pacific) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Novartis | Vice President, Legal | Not disclosed | Led legal team across legal, compliance and operational matters . |
| Kymeta | General Counsel | Not disclosed | Legal leadership for SaaS satellite technology provider . |
| Ingram Micro Cloud | Vice President, Legal | Not disclosed | Guided global IT/cloud legal affairs . |
| Avanade | Senior Corporate Counsel | Not disclosed | Counsel for cloud and AI solutions in Microsoft ecosystem . |
External Roles
Skip—no public directorships disclosed in BNZI filings or company releases .
Fixed Compensation
Skip—no public disclosure of Norton’s base salary, target bonus, or perquisites in BNZI’s 10-K, DEF 14A, POS AM or 10-Q (CLO is not a named executive officer in these filings) .
Performance Compensation
Company Equity Plan Structure (applies to executives including CLO)
| Instrument | Grant/Terms | Vesting | Notes |
|---|---|---|---|
| RSUs (employee grants) | RSUs settle 1 share each | Standard: 4-year, 25% annually; Alternate: 1-year quarterly; Some grants vest 100% at 1-year anniversary | Valued at grant-date stock price; expense recognized straight-line . |
| Director RSUs | RSUs for non-employee directors | Earlier of 1-year anniversary or next annual meeting | Director program established Dec 2023 . |
| Stock Options | ISO/NSO under 2023 EIP | 25% on 1-year cliff, then 1/48 monthly; 10-year term typical | Exercise price ≥ FMV; non-exempt employees restricted; post-termination windows defined . |
| Performance Awards | Board-defined goals; cash/stock settlement | Board-set period and goals | Plan allows performance-conditioned equity/cash awards . |
No Norton-specific grant quantities, values, or vesting schedules are disclosed in filings; any awards would follow the plan mechanics above .
Equity Ownership & Alignment
- Beneficial Ownership: Norton is not listed among BNZI’s principal securityholders or named executive officers in the October 22, 2025 ownership tables; no shares/percent disclosed for her in filings .
- Pledging/Hedging: No explicit executive hedging/pledging policy disclosures for Norton; plan-level transfer limits and RSU/option restrictions are defined in the 2023 Equity Incentive Plan .
- Related-Party Transactions: BNZI’s policy requires audit committee or disinterested board review/approval of related-party transactions, considering transaction size, terms, and conflicts; approval only if in shareholders’ best interests .
Employment Terms
| Term | Details |
|---|---|
| Start date | Appointed Chief Legal Officer on December 18, 2024 . |
| Employment agreement | Not disclosed in 8-K/DEF 14A/10-K/10-Q; no filed offer letter for Norton [Search 8-K 5.02 returned none]. |
| Indemnification | Charter provides indemnification/advancement for directors and officers to fullest extent permitted by law; reduces personal liability; still subject to SEC public policy limits for Securities Act claims . |
| Clawback | Dodd-Frank–compliant compensation recoupment policy adopted Dec 14, 2023; applies to incentive-based compensation received on/after that date; outlines exceptions and enforcement mechanics . |
| Media contact listing | Norton listed as “Chief Legal Officer, Banzai” in investor/media materials (role confirmation) . |
BNZI Operating Metrics During Norton’s Tenure
| Metric | Q2 2025 |
|---|---|
| Revenue Growth YoY (%) | 205% . |
| Gross Profit ($) | $2.7M . |
| Gross Margin (%) | 83% (up from 69.1%) . |
| ARR ($) | $12.6M . |
| Adjusted EBITDA ($) | -$1.5M . |
| Cash Balance ($) | $2.3M . |
| Stockholders’ Equity ($) | $3.2M . |
Additional context: Management forecasted FY2025 revenue of ~$20M and GAAP net income of ~$1.4M, highlighting a path to cash breakeven; these were forward-looking statements, not actual results .
Investment Implications
- Compensation alignment and retention: Norton’s specific compensation package is not disclosed; however, BNZI’s broad 2023 equity plan and RSU frameworks imply equity-heavy incentives that can align legal leadership with value creation and M&A execution, with Dodd‑Frank clawback providing governance discipline .
- Insider selling pressure: No Form 4 or beneficial ownership data for Norton in filings, limiting visibility into near-term selling risk; her absence from principal holders suggests limited direct ownership at present vs. CEO and institutional holders listed .
- Execution risk and value creation: BNZI’s 2025 momentum in revenue growth, margin expansion, and ARR supports strategic scaling; legal leadership is critical as BNZI navigates acquisitions (OpenReel, Vidello, proposed Act‑On), equity issuances and listing compliance—areas squarely in Norton’s remit .
- Governance: Indemnification and clawback policies, plus related‑party transaction controls, are in place; continued improvements to internal controls and disclosures will support investor confidence as BNZI matures .
Key gaps: Norton’s salary, bonus, equity grant details, severance/change‑of‑control terms, and ownership stakes are not disclosed in BNZI’s public filings. Monitoring future DEF 14A and 8-K 5.02 filings is advised for updates [Search 8-K 5.02 returned none].