Edgardo Rayo
About Edgardo Rayo
Edgardo Rayo, age 38, was appointed as a director of eXoZymes Inc. on February 17, 2025. He is employed by MDB Capital, S.A. (an affiliate of MDB Capital Holdings, LLC) and serves as Director of Investment Analysis; he is also a registered representative of MDB Capital broker-dealer. He holds a bachelor’s degree in business administration (Finance & Economics) from Ave Maria University’s Latin American campus and is a CFA Charterholder. The Board determined he is not independent under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MDB Capital, S.A. (affiliate of MDB Capital Holdings, LLC) | Director of Investment Analysis; registered representative of MDB Capital broker-dealer | 2013–present | Leads investment analysis and capital-raising initiatives; cross-sector exposure (biotech, med devices, renewable energy) |
| Banpro (commercial bank) | Managed fixed income portfolio | Dates not disclosed | Fixed-income portfolio management experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MDB Capital, S.A. | Director of Investment Analysis | 2013–present | Affiliate of controlling shareholder MDB Capital Holdings, LLC |
| MDB Capital (broker-dealer) | Registered representative | Not disclosed | Broker-dealer subsidiary of MDB Capital Holdings, LLC |
Board Governance
- Independence: The Board determined Rayo is not independent; a majority of directors are independent, excluding Christopher Marlett, Anthony DiGiandomenico, and Edgardo Rayo.
- Appointment and changes: On Feb 17, 2025, Rayo was appointed to fill a vacancy; Mr. Marlett was appointed Board Chair the same day.
- Committees: Audit Committee: Lon Bell (Chair), James Bowie, James Lalonde; Compensation Committee: Lon Bell, James Bowie, James Lalonde; Nominating Committee: Lon Bell, James Bowie, James Lalonde. Rayo is not listed as a member of any committee.
- Attendance: In FY2024, the Board met 4 times; the Audit Committee met 4 times. Each incumbent director (at that time) attended at least 75% of board and committee meetings. (Rayo was appointed in 2025; FY2024 attendance is not applicable to him.)
- Indemnification: The company enters into indemnification agreements with directors (advancement of expenses, subject to undertaking).
- Code and policies: Board-adopted Code of Business Conduct; insider trading policy (black-out periods, preclearance); clawback policy for executive incentive compensation.
Fixed Compensation
| Component | Amount/Status | Notes |
|---|---|---|
| Director annual retainer (cash) | None; no arrangement in place at appointment | “There is no current arrangement in place for compensation to Mr. Rayo as a director.” |
| Committee membership fees | Not applicable | Rayo is not on board committees. |
| Committee chair fees | Not applicable | Not a committee chair. |
| Meeting fees | Not disclosed | No director meeting fee disclosure specific to Rayo. |
| Expense reimbursement | For independent directors; reasonable expenses reimbursed | General policy; no Rayo-specific disclosure. |
Context: Proxy states there is no defined director compensation plan; independent director compensation determined at appointment; reimbursement of reasonable expenses for independent directors.
Performance Compensation
| Item | Details | Notes |
|---|---|---|
| Equity grants to Rayo (RSUs/Options/PSUs) | None disclosed | No director-specific equity awards to Rayo are disclosed. |
| Company’s 2025 Performance Equity Plan (Plan-level metrics) | Eligible award types: ISOs, NQSOs, SARs, restricted stock, RSUs, performance-based awards; Share reserve: 1,250,000; Max Performance Share payout per participant per FY: 100,000 shares | Shareholder-approved in 2025; benefits to officers/directors/employees/consultants determined later. |
| Plan-level performance goals (illustrative, not director-specific) | EPS; revenues/margins; cash flow; operating margin; ROA/ROE/ROC; EBITDA; net income; working capital; debt reduction; TSR; market share; entry into new markets; strategic plan execution; Fair Market Value of share | Performance period up to 5 years; committee certification required. |
Other Directorships & Interlocks
- Other public company directorships (Rayo): None disclosed in EXOZ filings.
- Interlocks/conflicts: EXOZ’s controlling shareholder is MDB Capital Holdings, LLC (48.25%). Board members Christopher Marlett and Anthony DiGiandomenico are majority shareholders and directors of MDB; Rayo is employed by an MDB affiliate. This creates related-party and influence interlocks at the board level.
Expertise & Qualifications
- Finance and investment analysis: Leads investment analysis at MDB Capital, S.A.; prior fixed-income portfolio management at Banpro.
- Credentials: CFA Charterholder; bachelor’s degree in business administration (Finance & Economics).
- Board qualification: Board cites background in investment banking, strategic business assessment and business analysis.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Ownership Form | Derivatives | Pledged |
|---|---|---|---|---|---|
| Edgardo Rayo | 77,909 | 0.91% | Direct (D) | None disclosed | None disclosed |
| Citations | |||||
| 77,909 | 0.91% | Direct (Form 3) | Form 3 shows no derivative holdings table entries | No pledging disclosure in proxy/10-K |
- Lock-up: IPO-related lock-up schedule includes “MDB Employees” with Edgardo Rayo listed as a lock-up party, indicating share transfer restrictions post-offering (context from underwriting schedules).
- Company RSUs: Employee RSUs convert to common stock at lock-up expiration (Nov 11, 2025); Rayo is not disclosed as an EXOZ employee; this RSU conversion disclosure pertains to employees, not directors.
Insider Filings
| Form | Filing/Effective Date | Event Date | Relationship | Non-derivative Holdings | Derivative Holdings |
|---|---|---|---|---|---|
| Form 3 (Initial Statement) | Filed 03/25/2025 | 02/17/2025 | Director | Common Stock: 77,909 (Direct) | None disclosed |
| Citations | |||||
| Filed 03/25/2025 | 02/17/2025 | Director | 77,909; Direct | Table II empty |
Say‑on‑Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Frequency/Withheld | Broker Non-Votes |
|---|---|---|---|---|---|
| Proposal 2: Advisory vote to approve NEO compensation (FY2026) | 4,272,987 | 1,801 | 1,678 | — | 503,307 |
| Proposal 3: Say‑on‑Frequency (future advisory votes) | 1 Year: 151,229 | 2 Years: 1,333 | 3 Years: 4,121,899 | 2,005 | 503,307 |
| Proposal 1: Director elections (Rayo) | For: 4,253,801 | — | — | Withheld: 22,665 | 503,307 |
| Citations | |||||
- Outcome: Company will hold say‑on‑pay votes every three years based on shareholder preference.
Related‑Party Transactions and Potential Conflicts
- Former parent & controlling shareholder: MDB Capital Holdings, LLC advanced $4.386M to EXOZ pre‑IPO; IPO proceeds used to settle $4.243M; remaining payable $178,966 at year‑end 2024. MDB beneficially owns ~48.25% of EXOZ common.
- Board interlocks: Board Chair Christopher Marlett and director Anthony DiGiandomenico are MDB majority shareholders/directors; Rayo is employed by an MDB affiliate. Audit Committee reviews and approves related‑party transactions per charter.
- Independence: Rayo is not independent due to affiliations; majority of the Board is independent overall.
Governance Assessment
- Independence & conflicts: Rayo’s employment with an affiliate of EXOZ’s controlling shareholder (MDB) and the presence of MDB leadership on EXOZ’s board create a structural conflict risk; the Board formally designates him as not independent. RED FLAG: Affiliation with controlling shareholder.
- Committee roles: Rayo is not on audit, compensation, or nominating committees; these are fully independent (Lon Bell as Audit Chair and financial expert). This mitigates influence over critical oversight areas.
- Attendance & engagement: FY2024 attendance thresholds met by incumbent directors; Rayo’s tenure began in 2025.
- Compensation alignment: No director compensation arrangement disclosed for Rayo at appointment, and no equity grants disclosed. Alignment relies on his 77,909-share ownership rather than pay structures.
- Shareholder oversight signals: Shareholders supported three‑year say‑on‑pay and approved the 2025 Performance Equity Plan; advisory support was strong with minimal opposition.
- Controls: Indemnification agreements and codes/policies (insider trading, clawback for executives) are in place; Audit Committee oversees related‑party transactions and internal controls.
Overall: While the Board’s independent committee structure and policies provide governance safeguards, Rayo’s non‑independent status and MDB affiliations warrant continued monitoring for related‑party influence and transaction approval rigor. Beneficial ownership indicates some alignment, but absence of disclosed director compensation or performance‑linked equity reduces direct pay‑for‑performance signals for this director.