Eric Healy

About Eric Healy

Eric Healy, age 42, is Chief Executive Officer and Chairman of BranchOut Food (BOF) and has served as CEO since the company’s inception in November 2017. He holds a B.S. in Mechanical Engineering from Oregon State University and previously worked as a mechanical/product development engineer and food entrepreneur, including ownership of the No-Bake Cookie Company and engineering roles at Stratos, Synapse, and Boeing . Operational performance accelerated in 2025: Q3 revenue was approximately $3.2 million with YTD ~$9.7 million, up 93% YoY, and gross margin of 17% (closer to 30% excluding air shipments); production hit a $16 million annualized run rate in September, and October monthly revenue reached $1.7 million ($20 million annualized) . Board independence context: Healy is not independent under Nasdaq standards and serves as both CEO and Chairman, with no Lead Director, though independent directors comprise four of six board members .

Past Roles

External Roles

• No public company board service beyond BOF disclosed for Healy; no external committee roles disclosed .

Fixed Compensation

Multi-year CEO cash compensation (per Summary Compensation Table):

Key fixed terms (per employment agreement dated Dec 6, 2022):

• Base salary set at $250,000 annually (commencing upon IPO in June 2023) .
• Annual bonus at board’s discretion; $100,000 bonus required upon IPO completion in 2023 .

Performance Compensation

• Annual Bonus Program: | Metric | Weighting | Target | Actual | Payout | Vesting | |---|---|---|---|---|---| | Board-determined (no specific metrics disclosed) | Not disclosed | Not disclosed | 2023: IPO completion | 2023: $100,000; 2024: $0 | Cash; not subject to vesting |

• Stock Options (Equity Incentives): | Grant Date | Type | Shares | Exercise Price | Expiration | Vesting/Status | Grant-Date Value | |---|---|---:|---:|---|---|---:| | Feb 22, 2024 | Stock Option | 140,000 | $1.92 | Feb 21, 2034 | Shown fully exercisable at 12/31/2024 (0 unexercisable) | $120,132 (Black-Scholes, vol 41%) |

Notes:

• No RSUs/PSUs disclosed for Healy; option exercises/stock vesting: none by NEOs in 2024 .

Equity Ownership & Alignment

Employment Terms

Board Governance

• Structure and Independence:

  • Board: six directors; Healy (CEO/Chairman) and CFO Dalfonsi are not independent; four independent directors (Jain, Jones, Schwartz, Somerville) .
  • Dual role: CEO also serves as Chairman; no Lead Director; Board may reassess structure in future .

• Committees: | Committee | Members | Chair | |---|---|---| | Audit Committee | Jones, Schwartz, Somerville | Jones | | Compensation Committee | Schwartz, Somerville, Jones | Schwartz | | Nominating & Corporate Governance Committee | Jain, Somerville, Jones | Jain |

• Audit Financial Expert:

  • Following Dalfonsi’s resignation from the Audit Committee in Jan 2024, no current member meets “audit committee financial expert” definition; company seeking candidate .

• Board Activity/Attendance (historical):

  • 2023: no formal meetings; acted by unanimous written consent 11 times; no formal policy on annual meeting attendance .

Compensation Committee Analysis

• Independence and Charter: All Compensation Committee members meet SEC/Nasdaq independence criteria; operates under a written charter available on the website .
• Composition changes: 2024 committee chaired by David Israel; by 2025, chair role transitioned to Lindsey Schwartz following board changes .
• Scope: Approves executive/director compensation and administers equity/cash plans .

Related Party Transactions (Alignment/Conflicts)

• July 2024 Unit Offering: Healy ($400,000), Eagle Vision (affiliate of CFO) ($100,000), and President ($25,000) purchased Units (100 shares + warrant to buy 125 shares at $1.00, 10-year term); warrants require stockholder approval per Nasdaq Rules 5635(c)/(d); exercise would dilute existing holders .
• Section 16(a) late filings: One late Form 4 for Healy (and others) in FY2024 .
• Kaufman Kapital LLC: 34.5% ownership; board proposals in 2024 sought approval for conversion/exercise to maintain Nasdaq equity compliance, potentially constituting change of control; dilution risks disclosed .

Performance Compensation (Equity Details)

Say-on-Pay & Shareholder Feedback

• 2025 Advisory Vote on Executive Compensation: Board unanimously recommends FOR approval; results not yet available (meeting Dec 30, 2025) .

Equity Plan Capacity (dilution context)

Investment Implications

• Pay-for-performance alignment: Cash comp is modest; equity mix relies on stock options (140k @ $1.92), creating upside alignment if execution drives scale and margins; absence of disclosed formulaic performance metrics for bonuses suggests discretionary elements, which may weaken direct alignment but is common in early-stage growth contexts .
• Retention and severance economics: Severance is substantial—remaining unpaid term plus 12 months salary, target bonus, and benefits—indicating strong retention incentives but with potential shareholder cost if termination occurs; 24-month non-compete/non-solicit provides post-termination protection .
• Insider selling pressure: No 2024 option exercises; high beneficial stake (16.1%) and participation in unit offering point to alignment, though future warrant exercises could introduce supply; one late Form 4 is a minor governance blemish .
• Governance risk flags: CEO/Chair dual role with no Lead Director and audit committee lacking a financial expert elevate governance risk; however, majority-independent board and active committee structure mitigate some concerns .
• Execution track record: Rapid operational scaling in 2025 (YTD revenue +93% YoY, run-rate progression from $16M to $20M) and margin pathway (17% reported; ~30% normalized excluding air freight) bolster the case for equity-linked compensation—and may reduce near-term selling pressure if growth persists .

Net: Healy’s sizable ownership, recent at-the-money option grant, and discretionary bonus framework point to alignment with growth objectives, but dual-role governance and committee expertise gaps should be monitored, alongside dilution from related-party and strategic financings aimed at maintaining Nasdaq compliance .