Dennis R Egidi
About Dennis R. Egidi
Dennis R. Egidi (age 75) is Vice Chairman and Director of Reborn Coffee, serving on the board since June 2020. He holds a bachelor’s degree in civil engineering, attended graduate school in Civil Engineering at the University of Detroit, and earned the CPM designation from the Institute of Real Estate Management. He is a licensed real estate broker in Illinois and has extensive construction, real estate development, and food-service franchise experience, including forming DRE, Inc. in 1993, and leadership roles at Promex Midwest, Corbetta Construction Company of Illinois, and Contractors and Engineers, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DRE, Inc. (Illinois real estate development) | Founder & President | 1993–present | Developed 30+ affordable housing projects totaling ~5,000 units; Managing GP of 15 limited partnerships (5 redeveloped in past 5 years) |
| Promex Midwest (property management firm) | President & Chairman | Not disclosed | Led commercial, residential, industrial property management initiatives |
| Corbetta Construction Company of Illinois | Executive VP & Chief Estimator | Not disclosed | 25 years construction experience across multifamily, rehabs, high-rise office, shopping centers |
| Contractors and Engineers, Inc. | Senior leadership (construction) | Not disclosed | Broad construction project leadership |
| Cookie Associates (Houston) | Principal partner | Not disclosed | Operated 34 Great American Cookie stores/kiosks in Houston |
| TF Investors LLC | Principal | “Most recently” | Franchisor of 8 Tutti Frutti Frozen Yogurt franchises in France and England |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Licensed Real Estate Broker (Illinois) | Broker | Not disclosed | Professional credential |
| Institute of Real Estate Management | CPM® designee | Not disclosed | Professional designation |
Board Governance
- Board size: 7 directors; Egidi is Vice Chairman and Director; nominees listed for 2025 include committee membership tags that do not include Egidi, indicating he is not on the Audit or Compensation Committees .
- Nominating function: No separate Nominating Committee; full Board performs nominations; no nominating committee charter .
- Independence: The Board determined five nominees are independent (Arjomand, Nasim, Lim, Jeong, Guo); Egidi is not listed among independent directors (i.e., non-independent) .
- Risk oversight: Board and Audit Committee oversee risk processes; leadership structure features separate Chairman and CEO; Vice Chairman role exists; Board believes structure effective for company size and condition .
- Attendance: Board held nine meetings in FY 2024; each member attended more than 75% of meetings during their service period .
Fixed Compensation
Director compensation policy and actuals:
| Year | Annual Retainer (Cash) | Committee Fees | Meeting Fees | Equity Grants (RSUs/DSUs) |
|---|---|---|---|---|
| 2024 | $0 (non-employee directors received no compensation) | $0 | $0 | $0 |
| 2023 | $0 (non-employee directors received no compensation) | $0 | $0 | $0 |
Notes: Company reports no compensation paid to non-employee directors for 2023 and 2024; no separate director benefit programs disclosed .
Performance Compensation
| Component | 2023 | 2024 | Performance Metrics/Targets |
|---|---|---|---|
| Performance-based cash bonus | None (not disclosed for directors) | None (not disclosed for directors) | Not applicable (no director performance awards disclosed) |
| Equity (PSUs/RSUs/options) | None (directors) | None (directors) | Not applicable |
Other Directorships & Interlocks
- Public company boards: None disclosed for Egidi .
- Network ties: Egidi was principal of TF Investors (Tutti Frutti franchises), while CEO Jay Kim founded Wellspring Industry (Tutti Frutti) and Director Andy Nasim leads Wellspring Group owning Tutti Frutti trademark—indicating brand/network interlocks within the board’s background .
Expertise & Qualifications
- Skills matrix: Company’s qualifications table marks Egidi with Financial Experience, Public Board Experience, Industry Experience, Commercial Experience, Corporate Governance Experience, Capital Markets Experience, and Management Experience .
- Credentials: CPM designation; licensed Illinois real estate broker; civil engineering education .
Equity Ownership
Beneficial ownership of REBN common stock by Dennis R. Egidi:
| Determination Date | Shares Beneficially Owned | % of Shares Outstanding | Pledged Shares |
|---|---|---|---|
| Mar 1, 2024 | 363,682 | 13.39% | None (company states no shares identified are subject to a pledge) |
| Apr 12, 2024 | 363,682 | 15.72% | None (company states no shares identified are subject to a pledge) |
| Sep 23, 2024 | 155,350 | 5.8% | None (company states no shares identified are subject to a pledge) |
| Oct 3, 2025 | 155,350 | 2.6% | None (company states no shares identified are subject to a pledge) |
Notes: Outstanding shares increased from 2,716,373 (Mar 1, 2024) to 5,967,107 (Oct 3, 2025), affecting percentage ownership .
Related Party Transactions and Conflicts
- Loan (May 2021): $250,000 non-interest loan from Egidi; converted into 9,000 shares of Common Stock in Sep 2021 .
- Convertible Note (May 2022): $150,000 at 5% interest with entity controlled by Egidi; converted into shares at IPO valuation .
- Debt Exchange (June 2023 origin; Nov 2023 exchange): $1,000,000 variable-rate debt with entity controlled by Egidi; exchanged for 1,666,667 shares of Common Stock in Nov 2023 .
- Policy: Written related person transaction policy administered by Audit Committee; approval considers arm’s-length terms and related party’s interest .
RED FLAGS
- Non-independence and Vice Chairman role combined with provision of financing and equity conversions (potential influence/conflict) .
- No Nominating Committee (board-level nominations without separate independent oversight) .
Governance Assessment
- Committee assignments: Egidi is not on Audit or Compensation Committees; Vice Chairman role without committee oversight may limit direct involvement in remuneration or financial controls .
- Independence: Not classified as independent under Nasdaq standards; this, coupled with financing relationships, warrants scrutiny of board objectivity .
- Attendance & engagement: Board met 9 times in 2024; Egidi met the >75% attendance threshold, indicating baseline engagement .
- Director pay & alignment: No cash or equity fees paid to non-employee directors (2023–2024). Egidi’s ownership (155,350 shares; 2.6% as of Oct 3, 2025) provides some alignment; no pledging disclosed .
- Related party exposure: Multiple financings from Egidi or entities he controls, including note conversions and share exchanges, present recurring related-party exposure; Audit Committee policy exists, but recurring transactions are a continuing risk factor .
- Board structure: Absence of a Nominating Committee and a flexible leadership structure may be efficient for a smaller issuer, but can diminish formal independence checks; risk oversight delegated to Board/Audit Committee .