Denis Phares
President, Chief Executive Officer, Interim Chief Financial Officer at Dragonfly Energy Holdings
CEO
Executive
Board
About Denis Phares
Denis Phares is President, Chief Executive Officer, Interim Chief Financial Officer, and Chairman of Dragonfly Energy (DFLI). He has served as CEO and Chairman since October 2022 after co-founding Legacy Dragonfly in 2012 and previously serving on the USC Aerospace & Mechanical Engineering faculty from 2005–2012; his academic credentials include an MBA (University of Nevada–Reno), MS and PhD in Environmental Engineering Science (Caltech), and a BS in Physics (Villanova) . Company revenues were $64.5 million in FY 2023 and $50.6 million in FY 2024, reflecting a challenging RV cycle and mix shift toward entry-level units; management expects RV revenue improvement in 2025 . He currently holds combined roles (CEO, Interim CFO, Chairman), and certified Dragonfly’s 2024 10-K under Sections 302 and 906 of Sarbanes-Oxley .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dragonfly Energy Corp. (Legacy Dragonfly) | Co-founder; CEO & Chairman | 2012–2022 | Built DTC brand (Battle Born), expanded OEM penetration; prepared for public listing |
| University of Southern California | Faculty, Aerospace & Mechanical Engineering | 2005–2012 | Research in renewable energy; earned tenure in 2010 |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No public company directorships outside DFLI disclosed for Phares |
Fixed Compensation
| Metric | FY 2022 | FY 2023 |
|---|---|---|
| Base Salary ($) | 682,000 | 622,000 |
| Target Bonus % of Salary | 100% | 100% |
| Actual Bonus ($) | 806,207 | — |
Notes:
- Employment agreement: three-year initial term with automatic three-year renewals; annual base salary and bonus eligibility at 100% of salary for CEO .
- Annual long-term incentive target value: $1,532,000 (cash and/or equity, per April 12, 2024 amendments) .
Performance Compensation
| Award Type | Grant Date | Shares/Value | Vesting | Other Terms |
|---|---|---|---|---|
| RSUs (CEO annual grant) | Apr 12, 2024 | 567,407 RSUs | 3 equal annual installments on 1st, 2nd, 3rd anniversary (continued employment required) | Approved alongside contingent cash award $510,667; cash payable only upon reaching $30 million minimum cash; employment condition |
| Stock Awards (value) | FY 2022 | $1,531,545 | As granted under 2022 Plan | — |
| Stock Awards (value) | FY 2023 | $255,333 | As granted under 2022 Plan | — |
| Stock Options (outstanding at FYE 2023) | Various | 177,316 exercisable options at $0.32; exp. 12/5/2029 | As per award schedules | Options remain noted within 60-day window as of Oct 7, 2024 |
Performance metrics tied to annual incentives are overseen by the Compensation Committee; specific metric targets (e.g., revenue, EBITDA, TSR) were not detailed in the proxy’s executive compensation tables .
Equity Ownership & Alignment
| As of Date | Beneficial Ownership (Shares) | Percent of Class |
|---|---|---|
| Mar 18, 2025 (Record Date for Special Meeting) | 1,802,302 | 24.17% |
Details:
- Includes 135,323 shares held via Phares 2021 GRAT (trustee: Phares) and 21,015 shares issuable upon exercise of RSUs within 60 days of record date .
- Shares outstanding at record date: 7,455,249; table reflects “Presently Exercisable Securities” mechanics per SEC rules .
- As of Oct 7, 2024, includes 177,316 options exercisable within 60 days noted in beneficial table; earnout shares excluded until contingencies met .
- Insider trading policy prohibits short sales, derivatives, pledging, and margin accounts; trading requires pre-clearance and adheres to quarterly and special blackout periods . No pledging by Phares is disclosed in the proxies reviewed .
Employment Terms
| Term | Provision |
|---|---|
| Agreement Term | Three-year initial term; auto-renews for three-year periods; 90-day non-renewal notice by either party |
| Severance (non-CIC) | If terminated without cause or for good reason (outside CIC window): 1.5x base salary (CEO), paid over 2 years; COBRA reimbursement up to 18 months; full vesting of time-based equity; performance awards remain eligible subject to conditions; pro-rated bonus 1.5x for year of termination for CEO |
| Change-in-Control (CIC) | Double-trigger (3 months pre–CIC to 12 months post–CIC): CEO receives severance per non-CIC (paid lump sum, not installments); options fully vest and remain exercisable for term |
| Excise Tax Gross-Up | Parachute payment gross-up: additional payment to cover excise tax and to make executive whole post-tax—shareholder-unfriendly feature |
| Non-Compete/Non-Solicit | 12 months post-termination; confidentiality and other covenants apply |
| Clawback | Not specified in proxy sections reviewed (no explicit compensation clawback disclosure identified) |
| Insider Trading & Hedging | Prohibits short sales, public options/derivatives, pledging/margin, open orders risks; requires pre-clearance and blackout compliance |
Board Governance
- Role: Chairman of the Board; Class C director with term expiring at the 2025 Annual Meeting .
- Committee Memberships: None (executives are not listed as members of Audit/Comp/Nominating committees) .
- Board Committees: Audit (Chair: Luisa Ingargiola); Compensation (Ingargiola, Brian Nelson, Rick Parod); Nominating & Corporate Governance (Karina Montilla Edmonds, Brian Nelson, Jonathan Bellows) .
- Lead Independent Director: Luisa Ingargiola .
- Independence: Board determined independent directors per Nasdaq rules; Phares is executive and not independent .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2023 .
- Dual-role implications: Phares concurrently serves as CEO, Interim CFO, and Chairman ; he entered “Support Agreements” committing 23.7% of votes at the 2025 Special Meeting to approve proposals (warrant share issuance and Series A Preferred conversion), increasing influence over shareholder outcomes .
Director Compensation (for dual-role context)
- Non-employee director policy: $58,800 annual retainer; $20,000 Lead Independent Director retainer; committee chair retainers (Audit $20,000; Comp $15,000; Nominating $10,000); annual LTI awards typically $100,000; each non-employee director was granted 222,222 RSUs on April 12, 2024 (3-year vesting) .
- Phares did not receive additional compensation for Board service in 2023 .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD Millions) | 64.5 | 50.6 |
Operational context:
- 2024 revenue decline tied to RV mix shift toward entry-level units that typically do not use DFLI batteries; OEM adoption increased in higher-tier lines; distribution agreements (Keystone Automotive, Meyer) expected to support DTC channel expansion; management anticipated RV revenue increase in 2025 .
Related Party & Transactions
- Notes with Director Brian Nelson: Multiple short-term notes and loan fees in 2023–2024, all repaid; disclosed under related person transactions .
- Separation agreements: Former COO and CLO (details on cash payments, vesting outcomes) .
- Policy: Related Person Transactions Policy requires Audit Committee review and approval; Audit Committee oversees related party transactions .
Compensation Committee Analysis
- Composition: Independent directors (Ingargiola, Nelson, Parod) .
- Responsibilities: Approves executive goals, compensation, severance/CIC terms, equity plans; assesses consultant independence per Exchange Act Section 10C .
- Practices: Amended employment agreements in April 2024 to allow mixed cash/equity annual LTI up to defined targets (CEO $1,532,000) .
Equity Issuance, Warrants & Preferred
- Special Meeting proposals (April 25, 2025): Approvals to issue >20% shares for penny warrants and Series A Preferred conversions; increase authorized common to 400,000,000; remove Exchange Limit .
- Support Agreements: Phares agreed to vote in favor; 1,766,568 shares (23.7%) subject to support .
- Reverse stock split: 1-for-9 effective Nov 22, 2024; share counts adjusted in 2024 10-K .
Investment Implications
- Alignment: Significant ownership (~24%) and RSU time-based vesting align Phares with long-term equity value; prohibition on hedging/pledging and trading controls reduce misalignment risks .
- Red flags: Excise tax gross-up on CIC benefits is shareholder-unfriendly; dual-role concentration (CEO, Interim CFO, Chairman) and voting support agreements increase governance risk and control concentration .
- Retention risk: Robust severance/CIC protections (1.5x salary, full vesting of time-based equity) and sizable LTI targets support retention; contingent cash award tied to liquidity adds performance gating .
- Performance linkages: Specific annual bonus metrics are not disclosed; reliance on time-based RSUs suggests moderate at-risk structure; revenue softness in 2024 underscores execution risk in RV channel, partially offset by OEM/distribution traction and new market initiatives (trucking, licensing with Stryten) .