Tyler Bourns
About Tyler Bourns
Tyler Bourns is Chief Marketing Officer at Dragonfly Energy (DFLI), serving as an executive officer since 2022 after joining Legacy Dragonfly as SVP of Marketing in December 2021; he is 36 years old as of 2025 and has a ~3-year tenure in the CMO role . He previously owned and led Bourns Productions, an award‑winning creative/production firm; he is a three‑time Emmy winner and has served on the Cordillera International Film Festival board since 2018; education includes Los Angeles City College (per LinkedIn) . Company operating context during his tenure: Q3 2025 net sales rose year-over-year, while year-to-date sales declined; adjusted EBITDA loss narrowed versus 2024, indicating improving operating leverage amid ongoing losses .
Company performance snapshots (context for tenure):
| Metric (USD, in thousands) | Q3 2024 | Q3 2025 | 9M 2024 | 9M 2025 |
|---|---|---|---|---|
| Net Sales | $12,720 | $15,967 | $45,571 | $38,433 |
| Adjusted EBITDA | $(5,456) | $(2,137) | $(16,900) | $(8,022) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dragonfly Energy (Legacy Dragonfly) | SVP, Marketing | 2021–2022 | Led marketing for Battle Born Batteries pre‑SPAC; scaled brand positioning ahead of Nasdaq listing |
| Bourns Productions, Inc. | Owner/President | ~2009–2021 (12 years) | Built award‑winning content/brand strategy capability; produced for Panasonic, GE Energy, Terrasmart |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cordillera International Film Festival | Board Member | 2018–present | Governance and industry outreach for acclaimed film festival |
| Nevada Battery Coalition | Founding Board Member | Not disclosed (noted by company) | Industry advocacy and ecosystem development in Nevada’s battery sector |
| Upcell (global battery/ESS network) | Honorary Member | 2025 (noted by company) | Collaboration and ecosystem building within battery and energy storage |
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 280,000 | 280,000 |
| Target Bonus (% of Salary) | 30% | 30% |
| Actual Annual Bonus Paid ($) | 0 (no bonus shown in SCT) | 0 (no bonus shown in SCT) |
Special cash awards (approved, not yet payable unless liquidity condition met):
| Award Type | Amount ($) | Grant/Approval Date | Payment Condition |
|---|---|---|---|
| Contingent cash award for 2023 services | 78,667.67 | Apr 12, 2024 | Payable only if company achieves minimum $30,000,000 cash balance and continued employment on payment date |
Performance Compensation
Annual cash incentive framework:
| Component | Metric(s) | Weighting | Target | Actual/Payout | Notes |
|---|---|---|---|---|---|
| Annual Cash Bonus | Not specifically disclosed | N/A | 30% of base salary | Not disclosed; SCT shows $0 for 2024 and 2023 | Committee oversees bonuses; structure emphasizes pay at risk |
Restricted Stock Units (time-based):
| Grant Date | Shares | Fair Value | Vesting Schedule | Comments |
|---|---|---|---|---|
| Apr 12, 2024 | 9,712 RSUs | Not disclosed per‑NEO | 1/3 on Apr 12, 2025; 1/3 on Apr 12, 2026; 1/3 on Apr 12, 2027, subject to continued service | Part of 92,923 RSU pool granted to CEO/CRO/CMO; pool fair value $376 (thousand) and expense recognized company‑wide |
Stock options:
| Instrument | Exercisable | Unexercisable/Unearned | Exercise Price | Expiration | Vesting Detail |
|---|---|---|---|---|---|
| Legacy option (series) | 4,558 | 1,353 unearned | $26.01 | Dec 6, 2031 | 25% on Aug 4, 2022; remainder monthly over 36 months from Sep 4, 2022 |
| RSU (listed in “Option Awards” table) | — | 9,712 RSUs | N/A | N/A | Time-based as above |
| Initial SPAC‑era disclosure | 53,194 options reported at $2.89; exp May 13, 2032 (Form 3 at de‑SPAC) | — | $2.89 | May 13, 2032 | 25% on Nov 23, 2022; remainder monthly to Nov 23, 2025 |
Additional context on option moneyness and issuance cadence:
- As of Sep 30, 2025, companywide outstanding options had weighted average exercise price $24.90 with aggregate intrinsic value $0, indicating awards were out-of-the-money at that date, reducing near‑term exercise pressure .
Equity Ownership & Alignment
Beneficial ownership snapshot (April 2024; pre-2025 share issuances/reverse split context):
| Holder | Beneficial Ownership (shares) | Percent of Class |
|---|---|---|
| Tyler Bourns | 64,058 (incl. 33,261 options exercisable within 60 days of Apr 16, 2024) | <1% |
Vested vs. unvested/rights detail:
| Category | Amount |
|---|---|
| Options exercisable within 60 days (Apr 16, 2024) | 33,261 shares |
| RSUs unvested (as of 12/31/2024 award) | 9,712 RSUs granted 4/12/2024; 3‑year annual vest starting 4/12/2025 |
Alignment, hedging, pledging, ownership policy:
- Company policy prohibits short sales, hedging (e.g., puts/calls/derivatives), pledging as loan collateral, and holding company stock in margin accounts; these prohibitions strengthen alignment and limit downside protection strategies for insiders .
- No executive stock ownership multiple (of salary) guideline disclosed; not found in 2025 proxy or 2024 10-K extracts .
Share supply and potential dilution context:
- S-8 filed Nov 18, 2025 registered an additional 9,000,000 shares for the 2022 Plan (max aggregate offering $7.29M at reference prices), expanding the equity pool for grants and potentially future dilution .
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement Dates/Term | Employment agreement dated Nov 7, 2022; initial 3-year term with automatic 3-year renewals; 90-day non‑renewal notice by either party |
| Base/Bonus/LTI Minimum | Base salary $280,000; target bonus 30% of salary; annual long‑term incentive target not less than $236,000 (cash and/or equity per 4/12/2024 amendment) |
| Non‑Compete/Non‑Solicit | 12 months post‑termination non‑compete and non‑solicitation; confidentiality covenants |
| Severance (No CoC) | If terminated without cause or for good reason: cash severance = 1.0× base salary (paid over 2 years); up to 12 months COBRA premium reimbursement; full vesting of time‑based equity; performance‑based awards remain eligible per terms |
| Change‑of‑Control (Double‑Trigger Window) | If terminated without cause (or non‑renewal) or resigns for good reason during the period from 3 months before to 12 months after a change‑in‑control: 1.5× base salary cash severance (lump sum); outstanding stock options fully vest and remain exercisable for remaining term |
| Excise Tax Treatment | “Gross‑up” provision: if parachute excise tax applies, company pays additional amounts to place the executive in same after‑tax position as if no excise tax—shareholder‑unfriendly feature |
| Annual Award Structure Amendments | Effective Apr 12, 2024, agreements amended to allow the Compensation Committee to deliver the annual award value (e.g., $236,000 for Bourns) in a mix of cash and equity, subject to approval and terms |
| Lock‑Up Agreements (Offerings) | For Oct 2025 follow‑on offerings, executives (incl. Bourns per schedule) signed 90‑day lock‑ups restricting sales/transfers, with limited exceptions (e.g., tax withholding on vesting, 10b5‑1 plans with no transfers during lock‑up) |
Compensation Structure Analysis
- Cash vs. equity mix: 2024 compensation for Bourns was entirely base salary per SCT ($280k) with no reported annual bonus payout; 2023 “contingent cash award” ($78.7k) was approved in 2024 but subject to a $30M cash threshold, increasing discretion/conditionality rather than formulaic pay-for-performance .
- Shift in instruments: Post‑listing grants emphasize time‑based RSUs (3‑year ratable vesting), reducing risk versus options; legacy options remain outstanding but companywide options were out‑of‑the‑money at 9/30/25 (no intrinsic value), limiting near‑term monetization .
- Governance red flags: Presence of CoC excise tax gross‑up is shareholder‑unfriendly and uncommon among small‑cap peers, increasing potential parachute costs in a sale .
- Lock‑ups and selling pressure: 90‑day lock‑ups tied to Oct 2025 offerings temporarily reduce insider selling capacity; exceptions are narrow (e.g., tax withholding, post‑offering market purchases) .
Equity Vesting & Potential Selling Windows
| Equity Type | Next Key Dates | Amount | Notes |
|---|---|---|---|
| RSUs (4/12/2024 grant) | Apr 12, 2025; Apr 12, 2026; Apr 12, 2027 | 1/3 of 9,712 each year | Tax‑withholding sales permitted even under lock‑up; shares otherwise restricted during lock‑up periods |
| Options (legacy) | Monthly vesting completed by late 2025 for certain series | 4,558 exercisable; 1,353 unearned (as of 12/31/2024 table) | Companywide OTM status at 9/30/25 lowers exercise likelihood |
Ownership, Related‑Party, and Policies
- Beneficial ownership: 64,058 shares (including 33,261 currently exercisable options as of Apr 16, 2024), representing <1%—modest direct alignment, supplemented by unvested RSUs .
- Hedging/pledging: Explicitly prohibited—shorts, options/derivatives, pledging, and margin accounts—all restricted by the Insider Trading Policy, reducing misalignment and forced‑sale risk .
- Related parties: Company has a formal policy requiring Audit Committee review/approval of related‑party transactions; no Bourns‑specific related‑party transactions disclosed .
Performance & Track Record
- Marketing/branding achievements: Company and brand expansion across RV/marine/industrial channels; recognized as a driver of Battle Born brand growth (company bio) .
- Company financial trajectory during 2025 YTD: Sales decline vs. 2024 YTD but adjusted EBITDA loss narrowed substantially; quarterly net sales improved YoY in Q3 2025 .
- Capital markets milestones: Company regained Nasdaq minimum bid and MVLS compliance in Oct 2025; subject to a 1‑year monitor through Oct 20, 2026 (context for investor communications and liquidity windows) .
Investment Implications
- Alignment and retention: Base salary is modest with at‑risk elements via RSUs and contingent cash; time‑based RSUs vest over 3 years, promoting retention; lock‑ups further limit near‑term selling pressure .
- Pay‑for‑performance: Lack of disclosed quantitative bonus metrics and use of contingent cash bonuses tied to balance‑sheet thresholds (not operating KPIs) weakens direct linkage to revenue/EBITDA/TSR; consider this when assessing incentive effectiveness .
- Change‑in‑control economics: 1.5× salary severance and full option acceleration under CoC double‑trigger, plus excise tax gross‑up, could elevate transaction costs and raise governance concerns for prospective acquirers .
- Trading signals: Companywide options appear out‑of‑the‑money as of Q3 2025 (no intrinsic value), reducing the likelihood of option‑driven selling; RSU vest dates (each April 12 through 2027) and post‑lock‑up windows are the primary near‑term liquidity events to monitor .
Note: All compensation and contract terms above are as disclosed; no additional clawback policy, executive ownership guidelines, or pledging by Bourns were found in the referenced filings.