John Dalfonsi
About John Dalfonsi
John Dalfonsi is BranchOut Food’s Chief Financial Officer and a director, appointed CFO on January 10, 2024 and serving as a director since June 21, 2023; he was 59 years old as of the FY2024 filing. He holds a BS in Industrial Engineering from Northwestern University and an MBA from the University of Chicago Booth School of Business, with a career spanning investment banking roles focused on equity/debt financings, M&A, advisory, fairness opinions, and IPOs across multiple sectors . Company filings do not disclose executive-specific TSR, revenue growth, or EBITDA growth metrics attributable to Dalfonsi; performance metrics tied to his pay are not specified in the filings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Roth Capital Partners | Managing Director | 2002–2020 | Led and closed public/private equity and debt financings, M&A, advisory, fairness opinions, IPOs across healthcare, industrial, consumer, technology, cleantech, and resource sectors . |
| Paulson Investment Company, LLC | Senior Managing Director | Jan 2021–Apr 2022 | Senior leadership in capital markets and transactions; contributed sector-diverse financing and advisory capability . |
| Eagle Vision Fund G/P., LLC | Managing Member | Apr 2022–Present | Capital formation, consulting; affiliated investor to BOF via subscription agreements in 2024 . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| EagleVision Ventures / Eagle Vision Fund entities | Managing Member / Affiliate | 2022–Present | Received consulting fees; affiliated participation in BOF 2024 unit offering; spouse-owned entity holds BOF warrants . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $0 | $150,000 |
| Bonus ($) | $0 | $0 |
| Option Awards – Grant-Date Fair Value ($) | $0 | $64,356 (75,000 options at $1.92, Black‑Scholes value) |
| Total ($) | $0 | $214,356 |
Notes:
- CFO service is under a consulting agreement (amended Jan 10, 2024) paying $12,500 per month, equivalent to $150,000 annualized, through December 31, 2025 .
- No annual incentive bonus was paid for 2024; targets for CFO bonus are not disclosed .
Performance Compensation
- Filings do not disclose any performance-vesting RSUs/PSUs, payout metrics, weights, targets, or actuals for Dalfonsi; his equity awards are time-/service-vested stock options with specified vest dates and expirations .
Equity Ownership & Alignment
Beneficial Ownership Snapshots
| Snapshot Date | Shares Beneficially Owned | % of Class | Composition Notes |
|---|---|---|---|
| March 31, 2025 (10‑K) | 311,694 | 3.2% (based on 9,584,769 shares) | Includes 75,000 options ($1.92) vested 2/22/2024 exp. 2/21/2034; 30,000 options ($6.00) vested 8/8/2024 exp. 8/7/2028; plus 44,803 warrants held by spouse-owned EagleVision Ventures, Inc. . |
| 2025 Proxy Record Date | 343,083 | 2.7% (based on 12,327,109 shares) | Includes 161,891 shares held by EagleVision Fund L.P.; 136,389 shares under currently exercisable options; 44,803 warrants via spouse-owned EagleVision Ventures, Inc. . |
Outstanding Options and Warrants (Dalfonsi)
| Issuance Date | Instrument | Shares | Exercise Price ($) | Vesting | Expiration |
|---|---|---|---|---|---|
| Feb 22, 2024 | Stock Option | 75,000 | 1.92 | Vested in full on grant (2/22/2024) | 2/21/2034 |
| Aug 8, 2023 | Stock Option | 30,000 | 6.00 | Vested on 8/8/2024 | 8/7/2028 |
| 2022 (multiple) | Warrants (spouse-owned EagleVision Ventures, Inc.) | 44,803 total | 6.50 / 7.10 / 7.50 | Fully vested | 12/7/2030, 5/6/2031, 5/25/2027, 6/5/2027 |
Additional alignment/overhang notes:
- Eagle Vision Fund L.P. (affiliate) purchased $100,000 of BOF “Units” in 2024, each Unit including common shares and $1.00 warrants; investor warrants require shareholder approval under Nasdaq Rule 5635 before exercise, implying potential future supply overhang contingent on approval . Aggregate issuance from all related parties’ unit sales totaled 692,429 shares and 865,536 warrants .
- No disclosures on pledging or anti-pledging policy specific to Dalfonsi; the company has a Code of Conduct/Insider Trading Policy governing securities transactions, but pledging prohibitions are not specified in the filings provided .
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Appointed CFO on January 10, 2024; resigned from Audit, Compensation, and Nominating & Corporate Governance Committees concurrent with appointment . |
| Contract Type | Consulting agreement (dated Apr 12, 2022; amended Jan 10, 2024) . |
| Compensation | $12,500 per month (equivalent to $150,000/year) through Dec 31, 2025 . |
| Term/Expiration | Service as CFO agreed through Dec 31, 2025 . |
| Severance/COC | No CFO-specific severance or change-of-control provisions disclosed; an 8‑K at appointment noted no agreements relating to the CFO appointment at that time . |
| Non‑compete/Non‑solicit | Not disclosed for CFO; CEO agreement includes non‑compete/non‑solicit but not applicable to CFO . |
| Clawback | Not specifically disclosed; company maintains Code of Conduct/Insider Trading Policy . |
Board Governance
- Role: Director since June 21, 2023; CFO and Director (non‑independent) as of FY2024 .
- Committee Service: Served on Audit, Compensation, and Nominating & Corporate Governance Committees until resigning from all three upon CFO appointment on January 10, 2024; Byron Riché Jones appointed Chair of Audit Committee on that date .
- Independence: Board determined that Dalfonsi (CFO) and Healy (CEO/Chair) are not independent; other directors (Israel, Somerville, Jones, Jain, Schwartz) are independent under Nasdaq rules .
- Compensation Committee: Comprised of independent directors (Israel – Chair, Somerville, Jones); committee independence affirmed under SEC/Nasdaq rules .
Director Compensation (Pre‑CFO)
| Year | Fees Earned/Paid in Cash | Option Awards (Grant-Date FV) | Stock Awards | Total |
|---|---|---|---|---|
| 2023 | $196,500 (consulting fees to Eagle Vision Ventures, Inc.) | $4,932 (30,000 options at $6.00, granted 8/8/2023) | $0 | $201,432 |
Related Party Transactions and Compliance
- 2024 unit offering with related parties: Eagle Vision (affiliate of Dalfonsi) purchased $100,000 of Units; aggregate issuance across related parties was 692,429 shares and 865,536 $1.00 warrants, exercisable over ten years subject to shareholder approval under Nasdaq Rule 5635 .
- Section 16(a) filings: Dalfonsi had two late Form 4 filings in FY2023 and one late Form 4 in FY2024; other late filings by certain holders noted .
Investment Implications
- Alignment and retention: CFO compensation is modest in cash ($150k annualized) and heavily equity‑linked via fully vested options with long expirations, aligning incentives but creating potential insider selling capacity once windows open; consulting term runs through 12/31/2025, presenting a clear renewal/retention decision point .
- Governance risk/independence: Dual role (CFO + Director) reduces independence; however, Compensation Committee and a majority of the board are independent, and Dalfonsi resigned from all board committees upon becoming CFO, mitigating direct committee influence risks .
- Overhang potential: Affiliate participation in 2024 unit financing and associated long‑dated $1.00 warrants contingent on shareholder approval implies future dilution risk/stock supply overhang; monitor shareholder approvals and subsequent exercises .
- Performance pay transparency: No disclosed CFO bonus metrics or PSU frameworks; reliance on options suggests at‑risk equity exposure but with full vesting on grant/anniversary dates rather than explicit operational targets—limited direct pay‑for‑performance linkage in filings .
- Compliance watch‑items: Late Section 16 filings are minor but worth tracking for controls around insider reporting; no pledging disclosures identified, and no CFO clawback specifics disclosed beyond general Code of Conduct/Insider Trading Policy .
Net: The package emphasizes equity options and an affiliate investor role, combining alignment with potential future sell‑side pressure. The consulting‑based CFO arrangement through year‑end 2025 creates a near‑term retention gate; pairing that with improved disclosure on performance‑linked incentives would strengthen investor confidence in pay‑for‑performance.