Deven Jain
About Deven Jain
Deven Jain is an independent director of BranchOut Food Inc. appointed on July 24, 2024; he is 22 years old, holds a B.S. in Commerce (Finance) from the McIntire School of Commerce, and has early-career experience in investment analysis and internships at CarMax and Dominion Energy . He became a portfolio manager at Z1 Labs in September 2025 after serving as an analyst at Kaufman Kapital from June 2024 to January 2025 . The Board has determined Mr. Jain is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kaufman Kapital LLC | Analyst | Jun 2024 – Jan 2025 | Exposure to financing and investment processes |
| CarMax | Intern | Dates not disclosed | Early operations/finance exposure |
| Dominion Energy | Intern | Dates not disclosed | Early operations/finance exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Z1 Labs | Portfolio Manager | Sep 2025 – present | Investment management responsibilities |
Board Governance
- Independence: The Board determined Jain is independent under Nasdaq standards .
- Committee assignments: Chair, Nominating and Corporate Governance Committee; committee members: Jain (Chair), Greg Somerville, Byron Riché Jones .
- Other committees: Not listed on Audit or Compensation committees (Audit: Jones—Chair, Schwartz, Somerville; Compensation: Schwartz—Chair, Somerville, Jones) .
- Attendance: In 2024, each director attended at least 75% of Board/committee meetings for their service period, except Mr. Jones who missed one; implies Jain met the ≥75% threshold .
- Board structure context: CEO also serves as Chair; no Lead Independent Director currently .
Fixed Compensation
| Director | Year | Cash Retainer ($) | Committee/Chair Fees ($) | Meeting Fees ($) | Notes |
|---|---|---|---|---|---|
| Deven Jain | 2024 | $0 | Not disclosed | Not disclosed | Company reimburses reasonable travel/out-of-pocket expenses |
Performance Compensation
| Director | Year | Stock Awards ($) | Option Awards ($) | Grant Detail |
|---|---|---|---|---|
| Deven Jain | 2024 | $0 | $0 | No director equity awards disclosed for Jain in 2024 |
- No performance-based metrics (TSR, revenue/EBITDA goals, ESG) tied to director compensation are disclosed; 2024 director compensation consisted of option grants to certain directors and no cash fees, while Jain had no awards in 2024 .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Jain . |
| Prior public company boards | None disclosed . |
| Interlocks/potential conflicts | Prior employment at Kaufman Kapital; Kaufman Kapital is a large BOF holder (34.5% as of Nov. 3, 2025) with convertible debt and warrants approved by shareholders, which can create perceived alignment or influence considerations . |
Expertise & Qualifications
- Finance education (B.S. Commerce – Finance, McIntire) and investment analysis/portfolio management experience .
- Governance role as chair of Nominating and Corporate Governance Committee overseeing director nominations, board evaluations, and governance policies .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 15,000 | Less than 1% of outstanding |
| Ownership (% of class) | <1% | Based on 12,327,109 shares outstanding |
| Options – exercisable | 15,000 | Footnote: consists solely of currently exercisable options |
| Options – unexercisable | Not disclosed | — |
| RSUs/PSUs – vested/unvested | Not disclosed | — |
| Pledged shares | Not disclosed | — |
| Hedging/pledging policy | Code of Ethics covers securities trading compliance; specific hedging/pledging provisions not detailed in proxy | |
| Ownership guidelines | Not disclosed |
Shareholder Voting Signals (2024 Annual Meeting)
| Item | Result |
|---|---|
| Election of Deven Jain | For: 2,232,848; Withhold: 151,258 |
| Say-on-Pay (executive compensation) | For: 2,305,844; Against: 24,107; Abstain: 60,258 |
| Frequency of Say-on-Pay | “Every Year”: 1,890,465; “Every Two Years”: 62,996; “Every Three Years”: 164,767; Abstain: 271,981 |
Governance Assessment
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Strengths
- Independent status and leadership as chair of the Nominating and Corporate Governance Committee enhances oversight of board composition and governance practices .
- Attendance met the ≥75% threshold in 2024, supporting engagement expectations for a new director .
- No delinquent Section 16 filings noted for Jain in 2024, indicating timely insider reporting compliance .
-
Potential Risks/RED FLAGS
- Prior role at Kaufman Kapital, which holds a significant stake (34.5%) and has convertible notes and warrants approved by shareholders; while the proxy states no agreement giving Kaufman appointment rights, the association can present perceived influence/interlock risks for investors monitoring board independence amid concentrated ownership .
- Board structure lacks a Lead Independent Director while the CEO serves as Chair, which can weaken independent oversight in small-cap contexts .
- Audit Committee currently lacks a member qualifying as an “audit committee financial expert” under Item 407(d), a governance capability gap until a qualified candidate is added .
-
Compensation Alignment Observations
- 2024 director compensation showed no cash retainer and option awards granted to certain directors; Jain had no awards in 2024. Absence of disclosed performance metrics for director pay suggests equity/time-based alignment rather than performance-conditioned compensation .
-
Shareholder Sentiment
- 2024 shareholder support for Jain’s election was solid but included more withhold votes relative to some peers; ongoing monitoring of support levels is warranted as governance changes and capital structure evolve .