Kostas Dafoulas
About Kostas Dafoulas
Interim Chief Financial Officer of Edible Garden AG Incorporated (EDBL) since January 25, 2024; age 45 as of March 25, 2025; previously served as a financial reporting consultant via CapConnect+, Inc. and held treasury leadership roles at Semrush, Circle Internet Financial, and Poloniex . As principal financial officer, he executes SOX 302/906 certifications, reflecting responsibility for disclosure controls and internal control over financial reporting . During his tenure, Q1 2025 revenue was $2.7 million (down 13.2% YoY) with gross profit of $88,000 and gross margin improved to 3.2% (from 0.7%), and net loss narrowed to $3.3 million (from $4.0 million), signaling early mix-shift benefits to higher-margin non-perishables . He is also a signatory and attorney-in-fact on recent securities registrations (S-3/S-8), indicating broad authorization in capital markets filings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CapConnect+, Inc. | Head of Advisory & Finance; consultant to EDBL | Sep 2021–present; consulting since Nov 1, 2023 | Provided financial reporting and related services to EDBL via CapConnect engagement |
| Semrush, Inc. | Treasurer | Apr 2020–Sep 2021 | Led treasury function and corporate liquidity management |
| Circle Internet Financial | Director of Treasury | Dec 2017–Apr 2020 | Directed treasury operations; Head of Finance for Poloniex (subsidiary) |
External Roles
| Organization | Role | Status |
|---|---|---|
| CapConnect+, Inc. | Head of Advisory & Finance | Active concurrently with EDBL interim CFO role |
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Salary ($) | $213,100 |
| Bonus ($) | $0 (no bonus disclosed) |
| Stock Awards ($) | $0 (none disclosed) |
| All Other Compensation ($) | $0 (none disclosed) |
| Total ($) | $213,100 |
| Consulting engagement terms | Compensated via CapConnect; rate $300/hour (as of Jan 26, 2024) |
| Compensation basis | “Rates determined by us and CapConnect” per engagement letter |
Notes
- Interim CFO is compensated through CapConnect engagement rather than a direct executive employment agreement; no target bonus or equity awards disclosed for 2024 .
Performance Compensation
- No performance-based incentive plan, targets, or payout metrics disclosed for Mr. Dafoulas in 2023–2025; named executive officers had no stock awards outstanding at 2024 year-end .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares beneficially owned (as of June 30, 2025) | — (none) |
| Ownership % of shares outstanding | — |
| Vested vs. unvested shares | No stock awards outstanding for NEOs at FYE 2024 |
| Options (exercisable/unexercisable) | None disclosed |
| Pledged shares | Company policy prohibits pledging; no holdings reported |
| Hedging policy | Hedging/derivative transactions prohibited (puts/calls, collars, swaps, variable prepaid forwards) |
| Insider trading windows & preclearance | Key Employees may trade only in designated windows and must obtain preclearance; event-specific blackouts may apply |
Employment Terms
| Term | Detail |
|---|---|
| Start date | Appointed interim CFO effective January 25, 2024 |
| Contract type | Consulting engagement via CapConnect; $300/hour |
| Auto-renewal | Not disclosed |
| Non-compete / non-solicit | Not disclosed for consultant; equity plan includes forfeiture if covenants violated |
| Indemnification | Separate indemnification agreements with executive officers; full indemnity to extent permitted by Delaware law |
| Clawback policy | Company policy for recovery of erroneously awarded compensation under Exchange Act 10D/Nasdaq Rule 5608 |
| Change-in-control | Equity plans provide for potential acceleration/adjustments at Committee discretion; no specific awards for Mr. Dafoulas |
Performance & Track Record
| Period | Operating/Financial Highlights |
|---|---|
| Q1 2025 | Revenue $2.7M (−13.2% YoY); gross profit $88k; gross margin 3.2% (up from 0.7%); net loss $3.3M (vs. $4.0M) |
| Capital markets/filings | Signed S-3 and S-8 as Interim CFO and attorney-in-fact, evidencing involvement in financing and equity plan registrations |
Related Party & Conflicts
- He may be deemed to have an indirect interest in fees paid to CapConnect for consulting; fees “to date” were less than $120,000 as of Jan 26, 2024 .
- No family relationships with any EDBL director/officer .
Compensation Structure Analysis
- Cash-heavy, hourly consulting compensation with no disclosed bonus or equity awards in 2024 suggests minimal at-risk pay and limited pay-for-performance alignment for the interim CFO role .
- No equity ownership or outstanding awards at FYE 2024 reduces direct alignment with shareholder outcomes; hedging/pledging prohibitions mitigate misalignment risks but do not substitute for ownership .
- Company-level clawback and forfeiture provisions strengthen governance around any future incentive awards; however, no specific incentives are disclosed for Mr. Dafoulas .
Say-on-Pay & Governance Context
- Board risk oversight and compensation committee responsibilities outlined; insider trading policy imposes trading windows, preclearance, and blackouts for Key Employees (including CFO) .
Investment Implications
- Alignment: Zero beneficial ownership and no 2024 equity awards indicate low “skin in the game” for the interim CFO; watch for future equity grants under approved plans to improve alignment .
- Retention risk: Consultant structure (hourly via CapConnect) implies flexibility but may raise continuity risk relative to a standard executive employment agreement; lack of severance/change-in-control terms for Mr. Dafoulas reduces retention cost but may increase turnover risk in transitions .
- Governance safeguards: Strong insider trading restrictions (no hedging/pledging), indemnification, and clawback policies mitigate misconduct and restatement risk around incentives .
- Execution signal: Early margin improvement in Q1 2025 and disciplined cost reductions during his interim tenure are constructive, but sustained performance and cash generation remain key given ongoing net losses; monitor subsequent quarters and any evolution of the CFO role from interim to permanent with performance-linked pay .