Phillip Balatsos

About Phillip Balatsos

Independent director of CISO Global since January 2025; age 48; Bachelor of Science in Business Administration from Skidmore College. Background spans FX sales/trading (XP Investments US LLC, Credit Suisse), institutional relationship management (Barclays Capital), and entrepreneurial ownership in hospitality and advisory ventures; previously served on Sadot Group’s board and currently serves as a director at Muscle Maker Grill Franchising LLC and as an independent director at Inspire Veterinary Partners, Inc.

Past Roles

External Roles

Board Governance

• Independence: Board determined Balatsos is independent under Nasdaq and SEC standards .
• Committee assignments: Audit Committee member (Chair: Andrew K. McCain); deemed an “audit committee financial expert” by the Board . Nominating and Corporate Governance Committee member (Chair: Andrew Hancox) .
• Executive sessions: Independent directors meet without management on a regular basis .
• Board attendance: For FY2024, no director attended fewer than 75% of board/committee meetings; Balatsos joined January 2025 (attendance data pertains to prior-year board composition) .
• Board leadership: Combined CEO/Chair model; independent oversight via committees and executive sessions .

Fixed Compensation

• Director cash retainer, committee fees, and meeting fees specific to Balatsos are not disclosed in the 2025 proxy; prior-year (FY2024) director compensation table primarily reflected legacy directors and one option grant to a different non-employee director (Brett Chugg) .
• Policy: Directors reimbursed for reasonable out-of-pocket expenses for board business .

Performance Compensation

• Plan eligibility: Directors are eligible participants under the 2023 Equity Incentive Plan (options, RSUs, performance awards), which includes standard features (FMV grant pricing, 10-year max term, dividend equivalents on RSUs post-vesting, deferral options) .
• Change-in-control and vesting: Awards may accelerate if not continued/assumed post-transaction or upon qualifying termination within 24 months after a change in control; subject to plan terms .
• Clawback: Company adopted an executive officer clawback policy (Nov 2023) and the 2023 Plan also allows compensation recoupment and cancellation for competitive or adverse activities .
• Specific grants/metrics for Balatsos (RSUs/PSUs/options), vesting schedules, and performance targets are not disclosed.

Other Directorships & Interlocks

• Current: Inspire Veterinary Partners, Inc. (independent director); Muscle Maker Grill Franchising LLC (director) .
• Prior: Sadot Group Inc. (director) .
• Interlocks/Conflicts: No disclosed interlocks with CISO’s customers/suppliers for Balatsos; related-party engagements primarily involve Hensley & Company (affiliated with Director Andrew K. McCain) and consulting agreements with former Director Stephen Scott, not Balatsos .

Expertise & Qualifications

• Capital markets and institutional sales expertise; FX trading leadership; entrepreneurial operating experience. Board-designated “audit committee financial expert,” supporting audit oversight and financial reporting integrity .

Equity Ownership

• Section 16(a): All required insider ownership reports were filed during FY2024, per proxy disclosure .

Governance Assessment

• Positive signals:
  • Independent director with capital markets expertise; designated audit committee financial expert, strengthening audit oversight .
  • Committee coverage across Audit and Nominating & Corporate Governance; regular executive sessions among independents .
  • Robust equity plan architecture with clawback and anti-hedging/short-term trading prohibitions (risk-mitigating governance features) .
• Areas to monitor / RED FLAGS:
  • Ownership alignment: No beneficial ownership reported for Balatsos as of March and November 2025—low “skin-in-the-game” alignment unless updated by future grants/purchases .
  • Dilution sensitivity: Board seeking a large increase in authorized shares and a 10,000,000-share addition to the 2023 Plan; while not a conflict, equity program expansion heightens dilution risk and places emphasis on disciplined grant practices (note: plan amendments apply broadly; no Balatsos-specific grants disclosed) .
  • Related-party exposure: None disclosed for Balatsos; continued monitoring warranted given company history of transactions with entities affiliated with other directors (e.g., Hensley & Company) .

Equity Ownership Details and Policies

• Prohibited insider trading activities: short sales, margining, collars/hedges, and publicly traded options transactions for directors and officers .
• Clawback policy adopted (Nov 2023) and 2023 Plan recoupment provisions extend to participants, deterring misconduct and misaligned incentives .

Notes on Compensation Disclosure

• The proxies do not provide director-specific cash or equity compensation details for Balatsos for FY2024/FY2025 to date; accordingly, pay mix, grant date values, vesting schedules, severance/COC specifics at the individual director level are not disclosed. Equity plan features and company-wide policies are summarized above .