Dario Barisoni
About Dario Barisoni
Dario Barisoni (age 57) is an independent Class I director of Nuburu, Inc. (BURU), appointed on December 31, 2024, with a term expiring at the 2026 annual meeting; he chairs the Compensation and Nominating & Corporate Governance Committees and serves on the Audit Committee . He holds an Executive MBA from POLIMI Graduate School of Management and an M.S. in Optoelectronic Engineering from Politecnico di Milano; his career spans optoelectronics/electronics and international expansion across EMEA/Asia, including leadership at SIAE Microelectronica . Company-level TSR, revenue growth, and EBITDA growth metrics are not disclosed for director-level pay-for-performance analysis; BURU uses scaled EGC disclosure without a CD&A .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| SIAE Microelectronica | CEO, Middle East & Asia | 2012–2023 | Established and expanded subsidiaries across Asia/Middle East; led multi-million-dollar telecom infrastructure projects; oversaw legal, finance, operations, sales, HR |
| 2Invest | Managing Partner | Since 2023 | Investment focus in Energy, Technology, IT, and financial services |
| Bionexus | Co-founder & Managing Director | Since 2024 | M&A-focused healthcare startup; corporate transactional expertise |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Italian Business Council UAE (Dubai) | Board Member | Since 2021 | Association for Italian enterprises operating in UAE; business network influence |
| Italian Chamber of Commerce to South East Asia | Board Member | Since 2009 | Regional commerce engagement and cross-border business connectivity |
Fixed Compensation
Director compensation framework (program-level):
| Compensation element | Amount | Notes |
|---|---|---|
| Director Annual Retainer (cash) | $50,000 | Paid quarterly; directors could elect to convert all or 50% into options at implied 75% Black-Scholes value; quarterly grants vested immediately when elected |
| Audit Committee Chair (cash) | $50,000 | Paid quarterly in arrears |
| Annual option grants (Board member service) | 50,000 options | Granted the trading day after annual meeting; 2024 grants issued Dec 28, 2024 to directors serving then; vest monthly over 12 months; accelerate if next annual meeting occurs <12 months after last |
| Annual option grants (Board Chair) | 50,000 options | Same vesting terms as above |
| Annual option grants (Compensation and Nominating Committee Chairs) | 40,000 options | Same vesting terms |
| Annual option grants (Committee Members) | 10,000 options | Same vesting terms |
Note: The 2024 director compensation table lists prior directors; Dario was appointed Dec 31, 2024 and is not shown among 2024 paid recipients. Program structure above governs eligibility; specific 2025 amounts for Dario are not itemized in filings .
Performance Compensation
Directors do not receive incentive pay tied to operating metrics; no director-level revenue/EBITDA/TSR metric weighting, targets, or payouts are disclosed.
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable for non-employee directors | — | — | — | — | — |
Reference: BURU provides scaled EGC disclosure without CD&A; incentive design details are provided for NEOs, not directors .
Equity Ownership & Alignment
| Holder | Common shares outstanding owned | Options/RSUs exercisable/vested within 60 days | Total beneficial ownership | % of outstanding common |
|---|---|---|---|---|
| Dario Barisoni | — | — | — | <1% |
Policy and alignment considerations:
- Hedging/pledging prohibited: Directors, officers, employees cannot engage in short sales, derivatives, hedging, or pledge BURU securities; margin accounts disallowed .
- Stock ownership guidelines: Corporate Governance Guidelines include minimum shareholding requirements for officers/directors; specific multiples not disclosed .
- Section 16 compliance: Filings note Form 3s to be filed for Mr. Barisoni (among others), indicating recent appointment and evolving ownership reporting .
Employment Terms
| Item | Details |
|---|---|
| Role | Independent Class I Director |
| Appointment date | December 31, 2024 |
| Term expiration | 2026 annual meeting |
| Committee roles | Compensation Committee Chair; Nominating & Corporate Governance Committee Chair; Audit Committee Member |
| Independence | Board determined independent (NYSE American) |
| Lead Independent Director | Board may appoint one in future; none currently; Executive Chairman also chairs the Board |
| Board attendance | 2024: Board held 53 meetings; all directors then serving attended ≥75% of meetings; Dario’s appointment occurred post year-end |
| Executive sessions | Non-employee and independent directors meet periodically in executive session |
| Insider trading policy | Trading blackouts; broad coverage; prohibits hedging/pledging; continues to apply post-affiliation while MNPI is held |
Board Governance
Committee compositions and governance roles:
| Committee | Members | Chair | Key responsibilities |
|---|---|---|---|
| Audit Committee | Shawn Taylor; Dario Barisoni | Shawn Taylor | Auditor oversight, financial reporting processes, internal controls, related-party transactions, major financial risk oversight |
| Compensation Committee | Dario Barisoni; Shawn Taylor | Dario Barisoni | Executive comp objectives, pay approvals, incentive plans, severance/CoC protections, director pay recommendations, consultant independence |
| Nominating & Corporate Governance Committee | Dario Barisoni; Shawn Taylor | Dario Barisoni | Board composition, evaluations, governance policies, stockholder nominations |
Audit Committee report was submitted by Shawn Taylor (Chair) and Dario Barisoni .
Director Compensation (Program and 2024 Execution)
| Director | Fees earned (cash) | Stock awards (RSUs) | Option awards (grant-date fair value) | 2024 total |
|---|---|---|---|---|
| See 2024 table (prior directors) | Table includes former directors; current director appointees at year-end (e.g., Barisoni) not listed; program terms as above govern eligibility |
Program mechanics:
- 2024 policy allowed retainer conversion to options with quarterly vesting of those option grants .
- Annual option grants vest monthly; accelerate if the next annual meeting is <12 months after the last .
Related Party Transactions (Governance context)
- TAG Note and Working Capital Loan: Executive Chairman Alessandro Zamboni (founder of TAG) advanced ~$545k (TAG Note) and loaned $900k (Working Capital Loan) in 2025; board approved conversion rights to common stock at one-third of 5-day VWAP prior to conversion; stockholders later approved issuance upon conversion (Proposal 8) .
- SYME strategic investment: BURU entered a convertible facility to acquire a controlling interest in Supply@ME Capital plc; negotiated/approved by independent board members due to Executive Chairman’s role at SYME .
Shareholder Votes (2025 Annual Meeting)
Key approvals impacting capital structure and governance:
- Authorized shares increased from 250M to 900M (23,662,284 For; 6,199,713 Against; 74,755 Abstain) .
- Reverse stock split authorization approved (19,058,340 For; 10,794,956 Against; 83,476 Abstain) .
- Share cap exceptions approved for Indigo Capital notes (14,757,269 For; 2,520,069 Against; 408,776 Abstain) .
- Standby Equity Purchase Agreement share cap exception approved (14,970,823 For; 2,311,134 Against; 404,157 Abstain) .
- Non-public offerings authorization up to $100M at discounts up to 30% approved (14,086,116 For; 3,184,815 Against; 415,183 Abstain) .
- Issuance upon conversion of affiliate promissory notes approved (14,907,145 For; 2,470,227 Against; 308,742 Abstain) .
Investment Implications
- Governance concentration and independence: Barisoni chairs two key committees and sits on Audit, with Board independence affirmed; absence of a Lead Independent Director and an Executive Chairman/Board Chair dual role warrants ongoing monitoring for independence in compensation and nominations decisions .
- Alignment and selling pressure: Beneficial ownership disclosures indicate <1% common ownership for Barisoni, with strict prohibitions on hedging/pledging; 2024 annual option vesting is monthly, which can create periodic liquidity windows but does not, by itself, imply selling pressure .
- Capital structure risk: 2025 stockholder approvals significantly expanded authorized shares and enabled multiple financing pathways (Indigo notes, SEPA, and discounted offerings), elevating dilution risk; as Compensation Chair, Barisoni’s oversight of equity programs and potential dilution from compensation plans merits attention in pay-for-performance alignment .
- Related-party sensitivity: Executive Chairman-related financings (TAG/Working Capital Loan) converted to equity upon stockholder approval; independent committee oversight and audit processes are critical; Barisoni’s Audit Committee role places him in a position to scrutinize such transactions .
- Retention/execution risk: No employment contract or severance economics apply to Barisoni as a director; his extensive international execution record and committee leadership reduce governance execution risk, though company-level financial restatements/non-reliance 8-Ks elsewhere suggest the need for robust oversight of controls and reporting (company disclosed audit fees related to restatement and non-reliance events) .
Sources: BURU 2025 DEF 14A (board, committees, compensation programs, ownership, policies) ; 8-K (appointments, committees, votes) ; Related-party transactions in DEF 14A .