Nelson Famadas
About Nelson Famadas
Independent Director of Dolphin Entertainment (DLPN) since December 2014; age 53. He currently serves as Managing Partner and Chief Operating Officer of Carver Road Capital (hospitality private equity). Prior roles include President of Cien (Hispanic marketing), Senior Vice President of National Latino Broadcasting (2011–2015), Chief Operating Officer of DLPN (2010–2012), President of Gables Holding Corp. (2002–2010), and early career at MTV Latin America; co‑founded Astracanada Productions (1995–2001) and won a Suncoast Emmy in 1997. The Board cites his management experience across television production, broadcasting, and marketing as core qualifications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dolphin Entertainment (DLPN) | Chief Operating Officer | 2010–2012 | Oversaw daily operations including public filings and investor relations |
| National Latino Broadcasting (NLB) | Senior Vice President | 2011–2015 | Led operations at independent Hispanic media company with two SiriusXM channels |
| Gables Holding Corp. | President | 2002–2010 | Real estate development leadership in Puerto Rico |
| Astracanada Productions | Co‑founder, Manager, Executive Producer | 1995–2001 | Produced 1,300+ hours of Hispanic programming; Suncoast Emmy (1997) |
| MTV Networks (MTV Latin America) | New Business Development Manager | Early career | Business development for regional media operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Carver Road Capital | Managing Partner & Chief Operating Officer | Current | Hospitality private equity fund leadership |
| Cien (Hispanic marketing) | Owner & President | Prior | Marketing firm leadership prior to NLB |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board deems Famadas independent under NASDAQ 5605(a)(2) |
| Committees | Audit Committee (member); Compensation Committee (Chair) |
| Committee Meetings (2024) | Audit: 4 meetings, all members present; Compensation: 1 meeting, all members attended |
| Board Attendance (2024) | Each incumbent director attended at least 75% of board and applicable committee meetings; two directors attended the 2024 annual meeting (names not specified) |
| Board Structure | Combined CEO/Chair roles (O’Dowd); Board states it does not perform a risk oversight function |
| Nominating Committee | No standing nominating committee; independent directors collectively handle nominations; no nominating committee charter |
| Related-Party Oversight | Audit Committee selects auditor and reviews/approves related‑party transactions (Famadas is a member) |
Fixed Compensation
| Year | Cash Retainer | Committee Membership Fees | Committee Chair Fees | Meeting Fees | Equity (RSU/DSU/Options) | Notes |
|---|---|---|---|---|---|---|
| 2024 | $0 | $0 | $0 | $0 | $0 | “We did not pay compensation to any of our directors” in 2024 |
Historical context: DLPN also reported no director compensation for 2023 in its prior proxy .
Performance Compensation
| Year | Grant Date | Vehicle | Shares/Units | Grant-Date Fair Value | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|---|
| 2024 | — | — | — | — | — | No director performance equity or options disclosed for 2024 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in DLPN’s proxy |
| Prior public company boards | None disclosed in DLPN’s proxy |
| Notable interlocks | None disclosed; no mention of overlapping boards with DLPN’s customers/suppliers |
Expertise & Qualifications
- 20+ years in television/radio production, programming, operations, sales and marketing; Suncoast Emmy (1997) for Entertainment Series .
- Senior leadership in broadcasting (NLB), marketing (Cien), real estate (Gables), and PE-backed hospitality (Carver Road Capital) .
- Audit Committee note: each member (including Famadas) is able to read and understand fundamental financial statements (Board determination) .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| 2024-12-19 | 2,009 | <1% | Ownership table for 2024 annual meeting record date |
| 2025-09-15 | 2,009 | <1% | Ownership table includes exercisable securities within 60 days of record date |
- Hedging/monetization transactions: Prohibited for directors and officers under DLPN’s insider trading policy .
- Pledging: No pledged shares disclosed for Famadas in ownership tables .
Governance Assessment
- Committee leadership and workload: Famadas chairs the Compensation Committee and serves on Audit; Audit met 4x with full attendance; Compensation met once with full attendance in 2024, indicating limited compensation agenda during the year .
- Independence and alignment: Board classifies Famadas as independent; however, he owns only 2,009 shares (<1%), and DLPN paid no director compensation in 2024—limiting financial alignment via pay, with alignment primarily through equity ownership and reputation .
- Compensation oversight design: Compensation Committee (chaired by Famadas) did not engage an independent compensation consultant in 2024, and the CEO may recommend compensation for other executives—heightening the need for independent challenge by the committee chair .
- Related‑party environment: Material related‑party arrangements exist (e.g., CEO accrued compensation and interest; notes to CEO’s brother; director consulting for Bass), with Audit Committee (including Famadas) responsible for approvals—requires robust independence discipline to mitigate perceived conflicts .
- Board structure and risk oversight: Combined CEO/Chair and Board disclosure that it “does not perform a risk oversight function” are atypical and can be viewed as governance weaknesses; absence of a standing nominating committee further concentrates power in a small group of independent directors .
- Attendance: Board reports at least 75% attendance by all incumbent directors (including Famadas) and full attendance at committee meetings in 2024—supports baseline engagement .
- Section 16 compliance: Company states directors/officers met filing requirements in 2024, except for one late CEO Form 4—not attributable to Famadas .
Compensation Committee Analysis
- Composition: Nelson Famadas (Chair), Nicholas Stanham (member) .
- Consultant usage: No independent compensation consultant engaged in 2024 .
- CEO involvement: CEO may recommend pay for other executives (not his own) .
- Scope: Establishes pay for executives and directors; reviews/approves executive employment agreements; administers equity plan .
Related-Party Transactions (context for Audit oversight)
- CEO accrued/unpaid compensation and interest balances outstanding through 2025 .
- Notes issued to CEO’s brother in 2024 (aggregate principal $983,112 at 10% interest) .
- Director Hilarie Bass consulting agreement in 2025: $100,000 annual fee (quarterly installments) .
- Audit Committee (including Famadas) reviews and approves related‑party transactions .
Risk Indicators & Red Flags
- Board risk oversight: Board states it does not perform a risk oversight function (uncommon and a negative governance signal) .
- Concentration of authority: Combined CEO/Chair; no standing nominating committee .
- Compensation governance: No independent comp consultant; CEO input into executive pay (other than his own) .
- Related‑party exposure: Multiple related‑party arrangements requiring strong Audit/Compensation Committee oversight; Famadas involved as Audit member and Compensation Chair .
- Low director “skin in the game”: Minimal reported share ownership for Famadas (<1%) and no director pay in 2024 may weaken economic alignment .
Notes for Investors
- Positive indicators: Independent status under NASDAQ rules; consistent board/committee attendance; hedging prohibition for directors; Audit/Comp roles that, if exercised rigorously, can mitigate related‑party and pay‑governance risks .
- Areas to monitor: Compensation Committee’s independence in practice (given no consultant and CEO recommendations), oversight of related‑party transactions, and whether the Board enhances its risk oversight framework and nominating processes .