John H. Caron
IZEA WorldwideAbout John H. Caron
Independent director at IZEA since April 2015; age 68; currently Chair of the Strategy & Capital Allocation Committee (since late 2024) and member of the Audit Committee (since 2015). Career spans 30+ years in CPG and restaurants, including President of Olive Garden, CMO of Darden, and VP/GM of Lipton Beverages (Unilever). Education: BS Political Science (Colorado College), MA American Politics (NYU), MBA Marketing (NYU Stern). The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Darden Restaurants (Olive Garden) | President | May 2011–Jan 2013 | Led brand operations |
| Darden Restaurants | Chief Marketing Officer | Mar 2010–May 2011 | Corporate marketing leadership |
| Darden Restaurants (Olive Garden) | EVP, Marketing | 2003–2010 | Brand marketing leadership |
| Unilever Bestfoods North America (Lipton Beverages) | VP & General Manager | 2000–2002 | P&L responsibility |
| IZEA Strategic Advisory Board | Member | Since Jun 2013 | Pre-board advisory role |
| Tijuana Flats | Independent Director | Nov 2015–Apr 2024 | Restaurant governance |
| venVelo (venture fund) | Board Member | Since May 2013 | Early-stage investments |
| Thrive Frozen Nutrition, Inc. | Director | Since Apr 2014 | Nutrition category exposure |
| Entrepreneurs in Action, Inc. | Vice President & Director | Since May 2017 | Social enterprise investment manager |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Entrepreneurs in Action, Inc. | Vice President & Director | Since May 2017 | Florida benefit corporation; fund manager for social enterprises |
| Thrive Frozen Nutrition, Inc. | Director | Since Apr 2014 | Board seat |
| Tijuana Flats | Independent Director | Nov 2015–Apr 2024 | Former board role |
| venVelo | Board Member | Since May 2013 | Central Florida early-stage venture fund |
Board Governance
- Committee assignments: Chair, Strategy & Capital Allocation Committee; Member, Audit Committee .
- Independence: The Board determined Caron is independent per Nasdaq Listing Rule 5605(a)(2) .
- Attendance and engagement (FY2024): Board met 21 times; Audit Committee 6; Strategy & Capital Allocation 2; Compensation 10; Nominating 1. Each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Audit Committee transition: In Sep 2024, Audit Chair transitioned from Patrick Venetucci (became CEO) to Lindsay Gardner; Caron remained an Audit Committee member .
Fixed Compensation
| Year | Cash Fees (Caron) | Notes |
|---|---|---|
| 2023 | $43,500 | Under director program effective Jan 1, 2023 |
| 2024 | $45,723 | Proration tied to 9/6/24 program changes and chair role timing |
| Director Compensation Program (effective dates) | Amount | Applicability |
|---|---|---|
| Board cash retainer (eff. 9/6/2024 and 1/1/2023) | $35,000 per year | All non-employee directors |
| Audit Committee member fee | $5,500 per year | Members (Chair: $15,000) |
| Compensation Committee member fee | $4,500 per year | Members (Chair: $10,000) |
| Nominating & Corporate Governance member fee | $3,000 per year | Members (Chair: $5,500) |
| Strategy & Capital Allocation member fee | $4,500 per year | Members (Chair: $10,000) |
| Chairman of the Board fee | $20,000 per year | Board Chair only |
Performance Compensation
| Year | Stock Awards (Fair Value) | Share Count | Vesting | Notes |
|---|---|---|---|---|
| 2023 | $60,000 | 26,304 shares | Quarterly grants; immediate vesting; expense recognized monthly | Standard non-employee director RSU grants |
| 2024 | $60,000 | 26,304 shares | Quarterly grants; immediate vesting on grant date | Standard program; shares determined by quarter-end price |
| Options (as of 12/31/2024) | Quantity | Strike Price | Expiration | Status |
|---|---|---|---|---|
| Stock options | 625 | $30.392 | Apr 13, 2025 | Unexercised; subsequently expired |
- Performance metrics: None disclosed for director equity; RSUs vest immediately (not performance-based) .
- Anti-hedging/pledging: Directors are prohibited from pledging and hedging company stock under the Insider Trading Policy .
Other Directorships & Interlocks
| Entity | Board/Committee Link | Potential Interlock Context |
|---|---|---|
| Strategy & Capital Allocation Committee | Members: Bonchristiano, Boscolo, Caron (Chair), Gardner | Committee established concurrent with GP Parties’ cooperation agreement and addition of two GP-affiliated directors |
| GP Cash Management, Ltd. | 17.6% beneficial owner | Large holder presence alongside committee representation; payment of $145,000 expenses under Cooperation Agreement (9/6/2024) |
Expertise & Qualifications
- Deep operating and marketing leadership in restaurants and CPG (Olive Garden/Darden; Unilever Lipton) .
- Long-tenured IZEA board experience and Audit Committee service since 2015 .
- Academic credentials: BS Political Science (Colorado College), MA American Politics (NYU), MBA Marketing (NYU Stern) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| John H. Caron | 103,109 | <1% | Based on 17,050,205 shares outstanding as of Oct 15, 2025 |
- Ownership composition: Footnote indicates outstanding common shares; no exercisable options or RSUs within 60 days disclosed for Caron in 2025 table .
- Anti-hedging/pledging policy: Prohibits pledging and hedging by directors and employees .
Governance Assessment
- Strengths: Independent status; long tenure and multi-committee service; documented Audit Committee independence and oversight practices; consistent attendance; quarterly equity grants align pay with shareholder outcomes; anti-hedging/pledging policy supports alignment .
- Signals to monitor: Strategy & Capital Allocation Committee established alongside the GP Parties’ agreement, with two GP-affiliated directors and a 17.6% holder—oversight of capital deployment under this structure merits monitoring by investors .
- Related-party exposure: No transactions involving Caron disclosed; only the GP Parties’ Cooperation Agreement noted; company states no other covered related-party transactions since Jan 1, 2023 above SEC thresholds .
- Attendance and engagement: Board met 21 times in 2024; each director met ≥75% attendance; Caron chaired Strategy Committee (2 meetings) and served on Audit (6 meetings), indicating active engagement .