Carly Luogameno
About Carly Luogameno
Independent director of DatChat, Inc. since August 2021; age 36; background in digital marketing, ecommerce, SEO and paid media; BA in Arts, Entertainment & Media Management from Columbia College Chicago . Board service began in August 2021; no family relationships with executives; no legal proceedings disclosed under Item 401(f) in past ten years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ShmeeLive | Digital Consultant | Since May 2011 | Digital marketing, content strategy, SEO and paid media focus |
| Lust For Life, LLC (subsidiary of Renewable Energy & Power, Inc. - OTCQB: RBNW) | Digital Director | May 2018–June 2020 | Led digital initiatives |
| Jerrick Media (OTC: JMDA; now Creatd, OTC: VOCL) | Marketing Director | Aug 2013–Sep 2015 | Inbound marketing, content engagement |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| None disclosed | — | — | No current or prior public company directorships for Carly were disclosed |
Board Governance
- Independence: The Board determined Carly Luogameno is independent under Nasdaq Listing Rule 5605(a)(2) .
- Committees: Member—Audit, Compensation, and Nominating & Corporate Governance; all chaired by Wayne Linsley .
- Attendance: In FY2024 the Board met 3 times; Audit 4, Compensation 1, Nominating 1; no director attended fewer than 75% of meetings on which they served . In FY2023 the Board met 3 times; Audit 5, Compensation 1, Nominating 1; no director <75% .
- Leadership structure: Combined Chair/CEO roles; Board sees no need for a Lead Independent Director given company size .
- Executive sessions: Independent directors meet separately without management on a regular basis .
- Anti-hedging: No policy prohibiting hedging transactions for employees, officers or directors (alignment risk) .
- Section 16 compliance: FY2023 noted failures to report a Form 4 for several insiders including Carly; FY2024 disclosures indicate compliance .
Fixed Compensation (Non-Employee Director)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer ($) | $36,000 | $36,000 |
| Committee/meeting fees ($) | Not disclosed (none shown) | Not disclosed (none shown) |
| Stock awards ($) | $0 | $0 |
| Option awards ($) | $13,322 (2,500 options granted Feb 2023) | $0 |
| Total ($) | $49,322 | $36,000 |
Performance Compensation (Plan Design Features; no director-specific metrics disclosed)
| Feature | Plan/Provision | Notes |
|---|---|---|
| Equity vehicles | Options, SARs, Restricted Stock, RSUs, other stock-based awards | RS/RSUs may include performance goals; awards can be cash- or share-settled |
| Option terms | ≥100% FMV strike; max 10-year term; ISO rules | Exercise methods include cash/cashless/share tender |
| Change-in-control | Discretionary acceleration of vesting and lapse of restrictions; potential option/SAR expiration at transaction close | |
| Clawback | Restatement-based recoupment for Section 16 and Exchange Act 10D-1(d) officers over prior 3 fiscal years | |
| Tax withholding | Up to maximum statutory rates; share withholding permitted |
No performance-based compensation or targets were disclosed for non-employee director grants in FY2023–FY2024; grants to directors consisted of fixed cash retainers and, in FY2023, a small option grant .
Other Directorships & Interlocks
| Person | Other public boards | Committees/Roles | Potential interlocks |
|---|---|---|---|
| Carly Luogameno | None disclosed | — | None disclosed |
Expertise & Qualifications
- Digital marketing and ecommerce expertise with specialization in inbound content, SEO, and paid media, with startup sector exposure across technology, healthcare, and fashion .
- Education: BA in Arts, Entertainment & Media Management, Columbia College Chicago .
- Board role: Independent director since August 2021; no family relationships; no 401(f) legal proceedings disclosure issues .
Equity Ownership (Skin-in-the-Game)
| Metric | As of Oct 18, 2024 (Record Date) | As of Jun 12, 2025 (Record Date) |
|---|---|---|
| Beneficial ownership (shares) | 7,500 | 10,000 |
| Ownership as % of outstanding | <1% | <1% |
| Vested options included in beneficial ownership | 7,500 | 10,000 |
| Unvested equity | Not disclosed | Not disclosed |
| Pledged shares | Not disclosed; no pledging indicated |
Beneficial ownership percentages are based on 3,076,274 shares outstanding (2024 record date) and 5,026,274 shares outstanding (2025 record date) .
Governance Assessment
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Strengths
- Independent status with full committee participation (Audit, Compensation, Nominating & Corporate Governance), supporting oversight breadth .
- Board and committee attendance ≥75% with regular independent executive sessions, indicating engagement .
- Audit committee chaired by an “financial expert” (Linsley), with Carly as a member; committee meets Nasdaq independence and financial literacy standards .
-
Concerns and RED FLAGS
- No anti-hedging policy for directors—potential misalignment with long-term shareholder interests (RED FLAG) .
- Combined CEO/Chair; Board asserts no need for Lead Independent Director—elevated governance risk in a small-cap context (RED FLAG) .
- FY2023 Section 16 filing delinquency for Carly and others—process weakness; though FY2024 shows compliance (RED FLAG; improved subsequently) .
- Low director ownership (<1%)—limited “skin-in-the-game” for independent directors (signal of alignment risk) .
- Ongoing equity plan share increases (from 300k→600k in Dec 2024; seeking 1,000k in 2025) raise dilution sensitivity; total reserved equals ~17% of fully diluted shares as of 2025 record date (monitor burn and grant practices) .
-
Related Party Transactions
- No related-party transactions disclosed involving Carly; 2024–2025 related party activity involved CEO/CTO via VR Interactive LLC acquiring a 25% non-controlling interest in RPM Interactive (monitor governance controls, but no direct Carly exposure) .
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Compensation Structure
- Non-employee director pay is predominantly fixed cash retainer with modest historical options (FY2023 only); no performance-based director pay disclosed—neutral for independence, weaker for pay-for-performance signaling .
Overall: Carly’s independence and broad committee participation support board effectiveness. Key governance watchpoints include the absence of anti-hedging, combined Chair/CEO without a lead independent role, historically low director ownership, and prior Section 16 reporting lapses. Continued monitoring of equity plan dilution and any evolution of director ownership or hedging policies is warranted .