Ransley Carpio
About Ransley Carpio
Ransley Carpio (age 40) is an independent, Class III director of Bolt Projects Holdings, Inc. (BSLK), serving since the August 14, 2024 “Closing” of the business combination. He is Vice President of Business Development at Front Row Group (since April 2022), a Member of Carpio Companies LLC (since January 2014), and formerly Managing Partner and director at Patina Brands LLC (January 2020–July 2023); he holds a B.S. in Management from the University of Phoenix .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Patina Brands LLC (beauty brand incubator) | Managing Partner; Director | Jan 2020 – Jul 2023 | Governance/operating experience in consumer/beauty; board service experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Front Row Group (digital marketing & brand partnerships) | Vice President, Business Development | Apr 2022 – Present | Current operating role |
| Carpio Companies LLC | Member | Jan 2014 – Present | Advises consumer-focused PE funds/portfolio companies |
Board Governance
- Independence: The board determined Mr. Carpio qualifies as “independent” under Nasdaq rules; he also meets Nasdaq’s additional standards for compensation committee members .
- Committee assignments: Member, Compensation Committee; the committee consists of Carpio and Jerry Fiddler (chair) .
- Board structure: Classified board (three classes). Carpio is a Class III director with a term ending at the 2027 annual meeting .
- Attendance: In 2024, each incumbent director then serving attended at least 75% of board and committee meetings (post-merger committees began after August 14, 2024) .
- Executive sessions: Independent directors hold executive sessions regularly, no less than twice a year .
- Board size: Nine directors as of the 2025 annual meeting proxy .
Fixed Compensation
| Item | Carpio-specific | Policy/Program Detail |
|---|---|---|
| Annual cash retainer | $15,275 fees earned in 2024 (realized) | Standard non-employee director retainer: $40,000 per year; paid quarterly (pro-rated for partial service) |
| Committee chair retainers | Not applicable (Carpio is not a chair) | Audit Chair: $15,000; Compensation Chair: $12,000; Nominating & Governance Chair: $8,000 |
| Committee member retainers | None for Compensation Committee members (non-chair) | Audit Committee member (non-chair) retainer: $8,000; no additional retainers for non-chair members of Compensation or Nominating committees |
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant-date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Nov 25, 2024 | Stock options (2024 Initial Award) | 1,125 | 9,377 (total options for 2024; includes Annual Award) | 1/3 on each of the first three anniversaries of Aug 13, 2024 (continued service required) | Pre-Director Compensation Program awards |
| Nov 25, 2024 | Stock options (2024 Annual Award) | 750 | Included above | Vests in full on earlier of first anniversary of Aug 13, 2024 or next annual meeting (continued service required) | Pre-Director Compensation Program awards |
Policy going forward (Director Compensation Program):
- Initial Award: RSUs covering 1,125 shares; vest 1/3 annually over three years (service-based) .
- Annual Award: RSUs covering 750 shares; vest in full on the earlier of first anniversary of grant or next annual meeting (service-based) .
- Change-in-control: Director awards vest in full if the director will not be or become a member of the successor board following the change in control (as defined in the plan) .
No performance-conditioned metrics (e.g., revenue/EBITDA/TSR) are disclosed for non-employee director equity; vesting is service-based under both the 2024 awards and the Director Compensation Program .
Other Directorships & Interlocks
| Type | Company | Role | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No other public directorships disclosed in the proxy |
| Private company boards | Unspecified | Director (prior) | “Previously served on the board of directors for a privately held company” (no further details) |
Expertise & Qualifications
- Business management and consumer/beauty ecosystem experience (Patina Brands incubator; Front Row Group digital marketing/brand partnerships) .
- Board’s stated qualification: “experience in business management” .
Equity Ownership
| Metric | Jul 11, 2025 | Oct 10, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 1,125 (via options exercisable within 60 days) | 1,875 (via options exercisable within 60 days) |
| % of shares outstanding | <1% | <1% |
| Shares outstanding (reference) | 2,061,779 | 3,940,170 |
| Options outstanding at FY-end 2024 (exercisable + unexercisable) | 1,875 | — |
- Hedging policy: Company prohibits hedging transactions by persons subject to its Insider Trading Policy (covers directors and officers) .
- Pledging: No disclosure of pledging by Carpio; none indicated in equity ownership footnotes for Carpio .
Compensation Committee Analysis
- Composition and independence: Carpio (member) and Jerry Fiddler (chair); both deemed independent under Nasdaq rules; committee members meet Nasdaq’s additional independence standards .
- Scope: Reviews/sets CEO and executive pay, director compensation, equity plans, clawback administration, and human capital oversight; authority to retain advisors .
- Consultant: Compensia engaged as independent outside compensation consultant in 2024; committee determined no conflicts; no other business relationships with the Company .
- Clawback: Company adopted Dodd-Frank-compliant clawback policy effective August 13, 2024 (applies to executive officers’ incentive-based compensation upon accounting restatements) .
Related-Party Transactions and Conflicts
- Policy: Written related person transaction policy; audit committee reviews related party transactions .
- Carpio-specific: No related-person transactions involving Carpio are disclosed in the proxy; none identified in related-party sections searched .
Director Compensation (2024 Realized)
| Component | Amount ($) |
|---|---|
| Fees earned/paid in cash | 15,275 |
| Stock awards (RSUs) | — |
| Option awards (grant-date fair value) | 9,377 |
| Total | 24,652 |
Governance Assessment
- Strengths
- Independent director serving on the Compensation Committee; committee uses an independent consultant (Compensia) and affirmed no conflicts .
- Anti-hedging policy and Dodd-Frank-compliant clawback policy indicate attention to alignment and accountability (clawback primarily impacts executives) .
- Attendance threshold met (≥75% in 2024 across board/committees), indicating basic engagement during the post-merger transition period .
- Watch items
- Low ownership: Beneficial ownership <1% (1,875 options exercisable within 60 days as of Oct 10, 2025), signaling limited direct equity stake; though director equity program provides ongoing RSU grants, the disclosed 2024 awards to Carpio were options, not RSUs .
- No specific director-level performance metrics tied to equity; vesting is time-based under the Director Compensation Program .
- Red flags
- None disclosed regarding related-party transactions, pledging, or Section 16 reporting issues for Carpio (the Section 16 delinquency disclosure did not cite Carpio) .