Claudia Grillo
About Claudia Grillo
Independent director of Dolphin Entertainment (DLPN) since June 2019; age 66. Current role: Associate Vice President of Strategic Philanthropy at the University of Miami (since April 2018). Prior role: Chief Operating Officer at United Way of Miami-Dade; active board member in South Florida civic organizations (International Women’s Forum, The Children’s Trust, Achieve Miami). Board nominated her for operating leadership experience in philanthropy and nonprofit management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Way of Miami-Dade | Chief Operating Officer | Not disclosed | Responsible for securing gifts from individuals, families and corporations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Miami | Associate Vice President, Strategic Philanthropy | Since April 2018 | Senior advancement role |
| International Women’s Forum | Board Member | Not disclosed | Community leadership |
| The Children’s Trust | Board Member | Not disclosed | Community leadership |
| Achieve Miami | Board Member | Not disclosed | Community leadership |
Board Governance
- Independence: The Board deems Claudia Grillo independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments: Not a member of the Audit or Compensation Committees. Audit Committee members: Nelson Famadas, Nicholas Stanham, Michael Espensen (Chair); 4 meetings in 2024. Compensation Committee members: Nicholas Stanham, Nelson Famadas (Chair); 1 meeting in 2024 .
- Attendance: In 2024, the Board held 6 meetings; each incumbent director attended at least 75% of Board and applicable committee meetings during their service period .
- Board structure and risk oversight: DLPN combines CEO/Chair roles (William O’Dowd IV) and discloses “Currently, our Board does not perform a risk oversight function.” This is atypical among public companies and a governance risk signal .
- Shareholder support (2025 annual meeting): Grillo received 9,173,274 “For” votes, 214,327 “Withheld,” with 3,796,342 broker non-votes, indicating solid support in the latest election .
Committee Memberships Summary
| Committee | Members | Chair | Grillo Member? | 2024 Meetings |
|---|---|---|---|---|
| Audit Committee | Famadas; Stanham; Espensen | Espensen | No | 4 |
| Compensation Committee | Stanham; Famadas | Famadas | No | 1 |
| Nominating | No standing committee; independent directors recommend nominees | — | — | — |
Board Meetings & Attendance
| Metric | 2024 |
|---|---|
| Board meetings held | 6 |
| Grillo attendance rate | ≥75% (incumbents) |
Fixed Compensation
| Year | Director Compensation Paid ($) |
|---|---|
| 2023 | $0 |
| 2024 | $0 |
The proxy explicitly states “we did not pay compensation to any of our directors” for 2024 and similarly for 2023, implying no cash retainers, meeting fees, or equity grants to non-employee directors in those years .
Performance Compensation
| Component | 2024 | Notes |
|---|---|---|
| RSUs/PSUs Granted to Directors | None | Company occasionally grants RSUs to employees; no director compensation disclosed in 2024 |
| Options Granted to Directors | None | Company states it does not currently award options |
| Performance metrics tied to director pay | N/A | No director pay |
Other Directorships & Interlocks
| Connection | Detail |
|---|---|
| United Way of Miami-Dade (nonprofit interlock) | Grillo: former COO; Hilarie Bass (DLPN independent director): Chair of the Board of United Way of Miami-Dade. Indicates shared nonprofit governance network that may influence information flow on the board . |
| United Way (global network) | CEO/Chair William O’Dowd served on United Way Worldwide Leadership Council; broad network overlap with Grillo’s prior United Way role . |
Expertise & Qualifications
- Senior nonprofit operations and strategic philanthropy leader (University of Miami; United Way of Miami-Dade), experienced in large-scale fundraising and stakeholder engagement .
- Community governance experience (International Women’s Forum, The Children’s Trust, Achieve Miami) reinforcing stakeholder network and local influence .
- Board nominated for COO-level operational leadership credentials .
Equity Ownership
| Holder | Shares Owned | % of Outstanding | Vested vs Unvested | Hedging/Pledging |
|---|---|---|---|---|
| Claudia Grillo | 76 | ~0.0006% (76 / 11,982,422) | Not disclosed | Hedging/monetization prohibited for directors; pledging policy not specified |
Say-on-Pay & Shareholder Feedback
| Proposal (2025 Meeting) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on 2024 NEO compensation | 9,037,607 | 320,072 | 29,922 | 3,796,342 |
Governance Assessment
- Independence and engagement: Grillo is independent and met the ≥75% attendance threshold; she received strong shareholder support in 2025 (9.17M “For” votes) .
- Alignment signals: Extremely small personal DLPN ownership (~0.0006%) and no director compensation or equity grants in 2023–2024 suggest limited financial alignment with shareholders; DLPN prohibits director hedging/monetization, which supports alignment policy-wise but does not offset low ownership .
- Committee roles: Grillo does not sit on the Audit or Compensation Committees; these are chaired by Espensen (Audit) and Famadas (Compensation). The Compensation Committee did not use an independent compensation consultant in 2024, reducing external challenge on pay decisions .
- Board-level red flags:
- “Currently, our Board does not perform a risk oversight function.” This is atypical and undermines governance effectiveness .
- Combined CEO/Chair roles may limit independent oversight; no lead independent director disclosed .
- Related-party ecosystem: Material financing and accrued compensation arrangements with the CEO and his affiliate; plus a $100,000 consulting agreement with an independent director (Hilarie Bass). While none involve Grillo, they elevate overall board-conflict risk that independent directors must manage .
- Shareholder sentiment: Say-on-Pay passed with ~96.6% of votes cast “For,” indicating broad support for executive pay despite the governance risks noted; it underscores the importance of independent directors’ oversight going forward .
Overall, Claudia Grillo’s profile reflects strong nonprofit operations expertise and independence, but the board’s structural weaknesses (no risk oversight, combined CEO/Chair, no director pay/equity) and related-party environment heighten the need for vigilant independent director engagement to protect investor confidence .