Dante Caravaggio
About Dante Caravaggio
Dante Caravaggio, age 68, is Chief Executive Officer, President, and Director of EON Resources Inc. (EONR) since December 18, 2023, with prior leadership across hydrocarbons and engineering services. He holds an MBA from Pepperdine University and BS/MS in Petroleum Engineering from the University of Southern California . Recent proxy materials detail his employment agreement, compensation, and equity awards; company-level TSR, revenue growth, and EBITDA growth metrics tied to his tenure are not disclosed in filings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KBR (US) | SVP, Hydrocarbons Americas | Since Jan 2018 (prior to Jan 2020) | Led upstream/downstream hydrocarbon projects in Americas . |
| Parsons Corp. | Executive/Project Manager (hydrocarbon projects) | Prior to KBR role | Oversaw upstream/downstream hydrocarbon projects . |
| Jacobs Engineering | Executive/Project Manager (hydrocarbon projects) | Prior to KBR role | Oversaw upstream/downstream hydrocarbon projects . |
| McCarl’s Inc. | Director | Jan 2020–Apr 2022 | Board oversight at energy constructor; regional industry expertise . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SWI Excavating (Colorado) | Chairman | Since Apr 2021 | Regional underground utility contractor leadership . |
| Shuler Industries | Strategy Consultant (renewables) | Since Jan 2021 | Advancing proprietary renewable technologies . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | $4,000 | $104,000 |
| Bonus ($) | — | — |
| Nonqualified Deferred Comp Earnings ($) | $6,417 | $146,000 |
| All Other Compensation ($) | — | $20,100 |
| Total ($) | $10,417 | $484,385 |
| Current Fixed Terms | Value | Notes |
|---|---|---|
| Base Salary (per Employment Agreement) | $250,000 | Effective Dec 18, 2023; standard executive form . |
| Benefits | Broad-based eligibility | Retirement, health and welfare plans . |
Performance Compensation
| Incentive Type | Grant Date | # Shares/Units | Terms | Vesting | Valuation/Strike | Expiration |
|---|---|---|---|---|---|---|
| RSUs (Sign-on under 2023 Plan) | Mar 2024 (Board approved) ; fair value based on Mar 4, 2024 price | 50,000 | Time-based | 1/3 on 1st, 2nd, 3rd anniversaries of grant, service-contingent | FV based on closing price Mar 4, 2024 | N/A |
| Stock Options (Equity Incentive Plan award) | Mar 12, 2024 (valuation assumptions provided) ; outstanding at 12/31/24 | 75,000 (unearned) | Equity Incentive Plan award | Not exercisable as of 12/31/24 (unearned) | $2.02 strike; 110.42% vol; 4.5-yr term; 4.26% risk-free | Mar 11, 2034 |
| Pending Restricted Stock (subject to stockholder approval of new plan) | To be issued post-plan approval | 250,000 | Restricted stock | Terms to be set under new plan | N/A | N/A |
Performance metric-based incentives (e.g., revenue/EBITDA/TSR weightings, targets/payouts) are not disclosed, and non-equity incentive plan compensation shows no payouts in 2023–2024 . Options repricing: none in 2023–2024 .
Equity Ownership & Alignment
| Ownership Detail | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 544,107 | 1.42% of 38,225,057 outstanding . |
| Directly held | 17,400 | Common Stock . |
| Dante Caravaggio, LLC | 460,040 | Voting/dispositive control by Caravaggio . |
| Options underlying shares (within 60 days) | 16,667 | Included in beneficial ownership per SEC rules . |
| Spousal holdings | 50,000 | Shares held by Donna Caravaggio . |
| Pledging status | Participated in equity pledge to FIBT (Pledge Shares) | 27,963 total Pledge Shares issued across named executives including Caravaggio; individual allocation not disclosed . |
| Stock Ownership Guidelines | Not disclosed | No guideline multiples or compliance status disclosed . |
Outstanding equity awards (12/31/2024):
- RSUs unearned: 33,333 units; market value $27,333 .
- Options unearned: 75,000 at $2.02; expiration Mar 11, 2034 .
Employment Terms
| Term | Details |
|---|---|
| Effective Date | Employment Agreement effective Dec 18, 2023; CEO, President, Director . |
| Severance (Termination without Cause / Good Reason) | Accrued obligations; 12 months base salary continuation; COBRA coverage cost; full vesting of all equity grants; subject to non-compete/non-solicit/confidentiality/invention assignment and release . |
| Change-in-Control | Plan-level change-in-control definition provided; however, compensation section states “None of our NEOs are entitled to receive payments or other benefits upon termination of employment or a change in control” for fiscal 2024, creating inconsistency with the employment agreement’s severance provisions . |
| Non-Compete / Non-Solicit | Required to receive severance; durations/scopes not disclosed . |
| Retirement/Deferred Comp | No pension/SERP; nonqualified deferred compensation reflected due to going concern constraints; intent to pay when able . |
Board Governance and Director Service
- Board classes: Caravaggio is a Class I Director; term expires at 2026 annual meeting .
- Chairman: Joseph V. Salvucci, Sr.; Audit Committee Chair: Byron Blount; Salvucci Sr. serves on Audit, Compensation, Nominating/Corporate Governance .
- Dual-role implications: Caravaggio is a management director (CEO + Director), thus not independent; director compensation tables exclude NEOs (including Caravaggio), with compensation reflected in NEO summary instead .
- Board service history: CEO/Director since Dec 2023; no committee memberships disclosed for Caravaggio .
Director Compensation (Program Overview; Caravaggio excluded as NEO)
| Component | Amount |
|---|---|
| Annual retainer (non-employee directors) | $75,000 |
| Annual RSU grant | RSUs equal to $75,000; vest on 1st anniversary |
| Chair retainers | Chairman $50,000; Audit Chair $25,000; Compensation Chair $20,000; Nominating Chair $15,000 |
Caravaggio and the CFO are excluded from the director compensation table because their compensation is reported in the NEO Summary Compensation Table .
Compensation Committee Analysis
- Compensation consultant: Pearl Meyer retained; determined independent (Nov 2022); reports directly to Compensation Committee .
- Plan administration: 2023 Plan authorizes broad award types; Board/Committee may delegate limited authority; anti-repricing without shareholder approval .
Related Party Transactions
- Alexandria VMA Capital, LLC (entity controlled by Caravaggio): received 89,000 shares as $900,000 consideration at initial business combination closing; additional $900,000 transaction fee, with $403,000 owed as of Dec 31, 2024 .
- Exchange Agreements (Nov 13, 2023): Dante Caravaggio, LLC among noteholders exchanging notes for 451,563 shares at $5.00 per share aggregate; multi-party including insiders .
- Founder Pledge Agreement: Caravaggio LLC issued 30,000 shares under founder arrangements .
- Equity pledge: “Pledge Shares” issued including Caravaggio in Oct 2024 in connection with pledging equity to FIBT . FIBT senior secured term loan repaid in Sept 2025, liens released .
Risk Indicators & Red Flags
- Pledging of company stock: Executives (including Caravaggio) agreed to pledge equity to FIBT in Oct 2024; pledging is a governance red flag and potential forced selling risk .
- Related party payments: Alexandria VMA Capital, LLC compensation and fees tied to Caravaggio; raises conflict-of-interest scrutiny .
- Inconsistency in termination/change-in-control statements: Employment agreement severance and equity vesting vs. proxy narrative stating no payments upon termination/change-in-control for NEOs; warrants clarification .
- Deferred salary due to going concern: Nonqualified deferred compensation indicates liquidity constraints; can impact executive retention/selling pressure .
- Large pending restricted stock grants (250,000 shares) subject to new plan approval may add future supply and alignment questions .
- No option repricing: Positive governance signal; 2023–2024 had no repricing .
Equity Ownership & Awards Detail (as of Dec 31, 2024)
| Category | Value |
|---|---|
| RSUs unearned (#) | 33,333; Market value $27,333 |
| Options unearned (#) | 75,000; $2.02 strike; exp. Mar 11, 2034 |
| Beneficial ownership (%) | 1.42% of 38,225,057 shares outstanding |
Expertise & Qualifications
- Education: MBA (Pepperdine); BS/MS Petroleum Engineering (USC) .
- Industry experience: Hydrocarbons; upstream/downstream project oversight; board/consultancy roles in energy and renewables .
Employment Terms Reference (Plan Definitions)
- Change in control defined at plan level (50%+ voting power change, board majority turnover, merger/sale substantially all assets, dissolution/liquidation) .
Investment Implications
- Alignment: 1.42% beneficial stake with significant LLC-held shares suggests material alignment, but pledging to FIBT is a clear red flag that could create forced selling risk under stress .
- Near-term supply overhang: RSUs vesting over 2025–2027 and pending 250,000 restricted shares (subject to plan approval) create potential insider selling pressure windows; monitor 8-Ks for issuance and vesting details .
- Pay-for-performance: No disclosed annual performance metrics or payouts; 2024 compensation skewed to equity grants and deferred cash due to liquidity constraints—this raises retention risk but also aligns outcomes with long-term equity value .
- Governance: Related party transactions with Alexandria VMA Capital, LLC and the severance/change-in-control disclosure inconsistency warrant heightened scrutiny and investor engagement to clarify protections and conflicts .