Antonio Bonchristiano
IZEA WorldwideAbout Antonio Bonchristiano
Antonio Bonchristiano (age 59) is an independent director of IZEA, first elected in 2024 under a cooperation agreement with GP Investments-affiliated parties. He has over three decades in private equity and capital markets, including Managing Director at GP Investments since 1995, CEO of GP-Act III Acquisition Corp. (NASDAQ: GPAT) since 2021, and board roles spanning tech-enabled and consumer businesses; he holds a BA in Politics, Philosophy, and Economics from the University of Oxford .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GP Investments, Ltd. | Managing Director; Board Member | 1995–present; Board since 2014 | Governance and investment leadership across PE, real estate, funds |
| GP-Act III Acquisition Corp. (NASDAQ: GPAT) | Chief Executive Officer | Mar 2021–present | SPAC leadership; public markets execution |
| SuperMar Supermercados | Chief Financial Officer | 1995–1997 | Finance leadership |
| Submarino | Founder & Chief Executive Officer | 1999–2001 | E-commerce founding/operator |
| Salomon Brothers; Johnston Associates | Finance roles; Partner | 1987–2000 (Salomon); Partner at Johnston Associates (prior) | Investment banking/consulting experience |
| Ambev; BR Properties; Rimini Street; BHG; LAHotels; ALL; CEMAR; Gafisa; Hopi Hari; Submarino; Geodex; BRMalls; Tempo; Magnesita | Director/Officer/Vice Chair (various) | Various years 1997–2024 | Multiple public/private boards, VP/Officer roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| G2D Investments, Ltd. (BVMF: G2DI33) | Director | 2020–present | Listed investment company focused on high growth tech |
| Fundação Estudar (São Paulo) | Board | 2016–present | Non-profit governance |
| Fundação Bienal de São Paulo | Board | 2010–2016 | Cultural institution governance |
| John Carter Brown Library (USA) | Board | 2011–2020 | Academic/cultural governance |
Board Governance
- Independence: The Board determined Bonchristiano is independent under Nasdaq Listing Rule 5605(a)(2) .
- Committee assignments (2024): Compensation Committee (member), Nominations & Corporate Governance Committee (member), Strategy & Capital Allocation Committee (member); not on Audit Committee and holds no chair roles .
- Board/committee activity: In 2024 the Board met 21 times; Audit 6; Strategy & Capital Allocation 2; Nominations & Corporate Governance 1; Compensation 10. All directors, including Bonchristiano (from his service date), attended at least 75% of applicable Board and committee meetings, and all seven attended the 2024 annual meeting .
- Board leadership and executive sessions: Chairman is independent (Lindsay A. Gardner). Independent directors meet in executive session typically at each regular in-person Board meeting .
Fixed Compensation
| Component | Amount (USD) | Period/Notes |
|---|---|---|
| Cash retainer | $14,923 | 2024 director cash fees per program |
| Committee fees | Included in cash retainer amounts | Program sets cash retainers: Board ($35,000), Chair premiums and committee member/Chair fees (effective Sep 6, 2024) |
| Equity retainer (RS) | $19,050 (16,473 shares) | Quarterly RS grants; vested immediately each grant date in 2024 |
| Standard director program (effective Sep 6, 2024) | Cash: $35,000; Equity: $60,000 (quarterly $15,000 vesting immediately); Chair/committee cash fee schedule per committee | Structure amended Sep 6, 2024; details in proxy’s director compensation section |
- Mix: 2024 disclosed director compensation comprised cash ($14,923) and equity ($19,050); equity represented the larger share, aligning director interests with shareholders via stock grants .
Performance Compensation
| Item | Detail |
|---|---|
| Performance metrics tied to director pay | None disclosed; director equity grants are time-based and vest immediately at grant; no options or performance-conditioned equity reported for Bonchristiano . |
| Program design | Quarterly equity grants priced at fair market value on last trading day of each quarter; immediate vesting to facilitate alignment . |
Other Directorships & Interlocks
| Entity | Type | Role/Linkage | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| GP Investments, Ltd. | Private equity manager | Board member; Managing Director | GP Investments is sole shareholder of GP Cash Management, which owns 17.6% of IZEA; Bonchristiano shares voting control over GP Investments’ controlling shareholder; Cooperation Agreement includes voting commitments with Board recommendations . |
| GP-Act III Acquisition Corp. (NASDAQ: GPAT) | Public SPAC | CEO | Public markets exposure; no disclosed transactions with IZEA . |
| G2D Investments (BVMF: G2DI33) | Public investment company | Director | No disclosed related transactions with IZEA . |
Expertise & Qualifications
- Private equity leadership, capital allocation, and deal execution across geographies and industries; prior CFO and founder/operator experience (Submarino) .
- Education: BA in Politics, Philosophy, and Economics, University of Oxford .
- Committee-relevant skills: Capital allocation and governance expertise consistent with Strategy & Capital Allocation and Compensation/Nominating committee responsibilities .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Antonio Bonchristiano | 19,953 | <1% (based on 17,050,205 shares outstanding) |
| GP Cash Management, Ltd. (affiliated 5% holder) | 3,002,036 | 17.6% |
- Ownership alignment: Bonchristiano personally holds 19,953 shares; company prohibits hedging and pledging by directors and employees, supporting alignment and risk discipline .
- Control link: Bonchristiano shares voting control over the controlling shareholder of GP Investments, which controls GP Cash Management, a 17.6% holder of IZEA common stock .
Governance Assessment
- Strengths: Independent status; active participation across strategy, compensation, and nominating committees; equity-heavy director pay structure promotes shareholder alignment; anti-hedging/pledging policy enhances governance quality .
- Potential Conflicts/RED FLAGS:
- Cooperation Agreement: Appointment to the Board tied to a September 6, 2024 Cooperation Agreement with GP Parties; includes a commitment by GP Parties (17.6% owner) to vote with Board recommendations—may dampen independent voting dynamics; $145,000 in out-of-pocket fees paid to GP Parties as part of agreement (related-party exposure) .
- Control nexus: Shared voting control over GP Investments’ controlling shareholder, which controls the 17.6% block via GP Cash Management, could create perceived influence over IZEA’s capital allocation and governance, especially with Strategy & Capital Allocation Committee membership .
- Section 16 timing: Bonchristiano’s Form 3 was filed late (March 5, 2025) relative to his September 6, 2024 appointment—procedural compliance lapse (minor) .
- Attendance & engagement: Meets Board’s attendance expectations and served on active committees; Board met frequently in 2024, indicating strong oversight cadence .
- Compensation alignment: Director compensation largely stock-based with immediate vesting; cash and committee fees are modest; no performance-conditioned director equity reduces risk of pay-for-performance drift but limits explicit performance linkage in director pay .
Overall, Bonchristiano brings deep capital allocation and governance acumen; however, investors should monitor the influence dynamics stemming from the GP Parties’ voting agreement and the 17.6% block, along with any related-party considerations arising from GP Investments affiliations. Independence has been affirmatively determined by the Board under Nasdaq rules, and anti-hedging/pledging policies mitigate alignment risks .