Byron Riché Jones
About Byron Riché Jones
Byron Riché Jones (age 42) is an independent director of BranchOut Food Inc. (BOF), appointed January 10, 2024. He is a Global Director at Cushman & Wakefield (since 2023), previously a Senior Director at Jones Lang LaSalle (2020–2023), and principal of ELEVEN03 Hospitality LLC; he holds an Honors BS in Business Management (Small Business Entrepreneurship) from Arizona State University (2005) . The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BranchOut Food Inc. | Director | Appointed Jan 10, 2024 – Present | Audit Chair; Member: Compensation; Nominating & Corporate Governance |
| Cushman & Wakefield | Global Director | 2023 – Present | Global real estate leadership; project management/business solutions |
| Jones Lang LaSalle (JLL) | Senior Director | 2020 – 2023 | Oversaw major capital and improvements for a leading global technology institution (per company biography) |
| ELEVEN03 Hospitality LLC | Principal | Since 2021 – Present | Portfolio company with Bay Area venues “NOVA” and “Wild Rose” |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various public and private companies | Director | Not disclosed | Company biography states he “has served as a director of several publicly traded and privately held companies”; specific names/roles not enumerated |
Board Governance
- Independence: The Board determined Jones is “independent” under Nasdaq standards .
- Committee assignments (current): Audit (Chair); Compensation (Member); Nominating & Corporate Governance (Member) .
- Audit committee financial expert: None currently on the committee (company is seeking a candidate). Jones chairs the Audit Committee without a designated “financial expert” under Item 407(d) .
- Board leadership: CEO also serves as Chair; no Lead Independent Director .
- Attendance: In 2024 the Board held 3 meetings and ~10 written consents; all directors attended ≥75% of applicable meetings except Jones, who missed one meeting .
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Awards (Grant-Date Fair Value) | Option Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|---|
| 2024 | $0 | $0 | $38,974 (options) | $38,974 |
| 2023 | $0 | $19,000 (12,500 shares granted prior to board appointment) | $0 | $19,000 |
Notes:
- Directors are reimbursed for reasonable travel/out-of-pocket expenses .
- Company has a Code of Business Conduct and Ethics and insider trading policy applicable to directors .
Performance Compensation
| Grant Date | Instrument | Shares/Units | Exercise/Strike | Term/Expiration | Vesting |
|---|---|---|---|---|---|
| Feb 22, 2024 | Non-qualified stock option | 34,166 | $1.92 | 10-year term (Company states exercisable over a 10-year term) | Not specified in proxy |
- Performance metrics for director equity (e.g., TSR, revenue, EBITDA) were not disclosed; director compensation consisted of equity with no stated performance conditions in 2024 .
Other Directorships & Interlocks
- The proxy states Jones has served as a director of several public and private companies, but does not list specific issuers or roles; no interlocks with BOF competitors/suppliers/customers are disclosed .
- Related-party transactions reviewed: 2024–2025 RPTs prominently involve Kaufman Kapital LLC and Eagle Vision (affiliate of the CFO), not Jones (see “Related Party” section below) .
Expertise & Qualifications
- Sector experience: Commercial Real Estate, Consumer Goods, Hospitality, Technology, Sustainability .
- Roles: Global/enterprise project management and business solutions leadership (Cushman & Wakefield; prior JLL) .
- Education: Honors BS, Business Management (ASU, 2005) .
- Designations: Not identified as an “audit committee financial expert” .
Equity Ownership
| As of (Record Date) | Beneficially Owned Shares | % of Class | Breakout/Notes |
|---|---|---|---|
| Nov 3, 2025 | 198,455 | 1.6% | Includes 49,166 shares underlying currently exercisable options ; Shares outstanding: 12,327,109 |
Additional details:
- Vested vs unvested: Only “currently exercisable options” of 49,166 are specified; unvested amounts not disclosed .
- Pledging/Hedging: No pledging or hedging by Jones is disclosed in the proxy; the company has an insider trading policy in its Code of Ethics .
- Section 16 compliance: One late Form 4 filing by Jones reported for fiscal 2024 .
Insider Transactions
| Date | Type | Securities | Consideration/Price | Notes |
|---|---|---|---|---|
| Jun 15, 2023 | Conversion of unsecured convertible note (originally dated Oct 29, 2022) | 41,877 shares | Converted $165,000 principal + $7,739 interest at $4.125/share terms | Jones was not yet a director; note bore 8% interest and converted upon IPO conditions |
| Jun 15, 2023 | Conversion of unsecured convertible note (dated Mar 3, 2023) | 4,078 shares | Converted $16,500 principal + $322 interest at $4.125/share terms | Jones was not yet a director; note bore 8% interest and converted upon IPO conditions |
| FY 2024 | Section 16 timing | — | — | One late Form 4 filing disclosed for Jones (no transaction details provided in proxy) |
Related Party Transactions (Potential Conflicts)
- Pre-Board financing: Jones purchased unsecured convertible notes from BOF in 2022 ($165,000) and 2023 ($16,500) that converted into 41,877 and 4,078 common shares, respectively, on June 15, 2023 (prior to his board appointment) .
- 2024–2025 RPT environment (board oversight context): Significant secured financing and warrants with Kaufman Kapital LLC (beneficial owner 34.5%) including a $3.4M 12% senior secured convertible note and 1.5M warrants; multiple senior secured notes and fees with Eagle Vision (affiliate of CFO), and insider unit purchases with warrants (CEO/CFO affiliate/President) were disclosed. These transactions increase governance complexity and require strong independent committee oversight (Audit/Comp/Nominating) .
Governance Assessment
Strengths
- Independent director with cross-industry operating and project management experience; chairs the Audit Committee and serves on all three standing committees .
- Equity-based director compensation supports alignment; no cash fees disclosed for 2024 .
Concerns and Red Flags
- Audit Committee lacks a designated “financial expert”; Jones chairs the committee amid complex related-party financing, elevating oversight risk until an expert is added .
- Board leadership: CEO is also Chair; no Lead Independent Director, reducing independent counterbalance .
- Attendance: Jones missed one 2024 board meeting (still ≥75%), a minor attendance flag .
- Section 16 compliance: One late Form 4 by Jones (and multiple late filings across insiders generally) — compliance/process weakness .
- Concentrated ownership: Kaufman Kapital LLC at 34.5% could exert significant influence on governance; independent directors’ vigilance is key .
- Prior related-party financing (Jones’s 2022–2023 notes later converted) introduces a historical tie to the issuer; while predating his directorship, it underscores the need to avoid future conflicts and related-party exposure .
Monitoring Implications for Investors
- Watch for appointment of an Audit Committee financial expert and any changes to committee composition or charters .
- Review future 8-K Item 5.07 filings for say-on-pay outcomes and director election vote support once available (not disclosed in proxy) .
- Track any new related-party transactions or services involving entities affiliated with directors/officers; the company states such RPTs require Audit Committee pre-approval .