DEF 14A of DeFi Development Corp., Nov 5, 2025

DEF 14A of DeFi Development Corp.

Filed Nov 5, 2025 · FY20240001213900-25-106441

Open on EDGAR

  1. Delivery of Documents to Stockholders Sharing an Address

    | | Page | | PROPOSAL NO. 1: ELECTION OF DIRECTORS | 1 | | CORPORATE GOVERNANCE | 3 | | EXECUTIVE COMPENSATION | 9 | | DIRECTOR COMPENSATION | 17 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 18 | | SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 20 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 21 | | DELINQUENT SECTION 16(a) REPORTS | 23 | | AUDIT COMMITTEE REPORT | 24 | | PROPOSAL NO. 2: RATIFICATION OF THE SELECTION OF WOLF & COMPANY, P.C. AS OUR INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025 | 26 | | PROPOSAL NO. 3: APPROVAL OF AN AMENDMENT TO OUR 2023 EQUITY INCENTIVE PLAN TO increase the number of shares reserved for issuance to 5,000,000 | 28 | | PROPOSAL NO. 4: APPROVAL OF AN AMENDMENT to OUR CERTIFICATE OF INCORPORATION TO increase the number of authorized common stock to 1,000,000,000 | 35 | | PROPOSAL NO. 5: APPROVAL OF AN AMENDMENT to OUR CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED PREFERRED STOCK TO 1,000,000,000 | 37 | | PROPOSAL NO. 6: APPROVAL OF OUR 2025 EMPLOYEE STOCK PURCHASE PLAN | 39 | | ADDITIONAL INFORMATION | 42 |

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  3. (Item 1 on the Proxy Card)

    (Item 1 on the Proxy Card)

  4. Nominees

    Nominees The following individuals have been nominated as members of the Board, each to serve until the Company’s 2025 Annual Meeting, until each of their respective successors are elected and qualified, or until each of their earlier resignation or removal. Pursuant to Delaware law and our Bylaws, directors are to be elected by a plurality of the votes of the shares cast by holders virtually present or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the five (5) candidates receiving the highest number of affirmative votes at the Annual Meeting will be elected as directors. Only shares that are voted in favor of a particular nominee will be counted toward that nominee’s achievement of a plurality. Proxies cannot be voted for a greater number of persons than the number of nominees named or for persons other than the named nominees. Following is information about each nominee, including biographical data for at least the last five (5) years, presented as of the Record Date. Should one or more of these nominees become unavailable to accept nomination or election as a director, the individuals named as proxies on the enclosed proxy card will vote the shares that they represent for the election of such other persons as the Board may recommend, unless the Board reduces the number of directors. We have no reason to believe that any nominee will be unable or unwilling to serve if elected as a director.

  5. Nominees

    | Name of Director | Age | Director Since | | Joseph Onorati | 42 | 2025 | | William Caragol | 58 | 2023 | | Blake Janover | 42 | 2022 | | Zachary Tai | 37 | 2025 | | Thomas Perfumo | 33 | 2025 |

  6. Executive Officers and Directors

    Executive Officers and Directors Joseph Onorati was appointed the Chief Executive Officer and Chairman of the Board of the Company on April 4, 2025. Mr. Onorati served as chief strategy officer at Kraken Digital Asset Exchange (“Kraken”), working at Kraken from 2016 to 2024. Previously, he was at CaVirtEx, the first Bitcoin exchange in Canada, from 2013 to 2015 where he was appointed as interim CEO, until he sold the company to Coinsetter, which was later acquired by Kraken. With a master’s degree in economics, with a focus on monetary theory, and a background in public policy, think tanks and advisory roles for crypto companies, he’s been a DeFi yield farmer since 2020. We believe Mr. Onorati’s vast experience in the digital-asset industry qualifies him to serve as the Chairman of the Board. William Caragol was appointed to the Board of the Company effective July 24, 2023. Since July 2021, Mr. Caragol has been the Chief Financial Officer of Mainz Biomed, N.V. (NASDAQ: MYNZ) and served on the Board of Directors of Worksport Ltd. (NASDAQ: WKSP), an emerging company in the electric vehicle and alternative energy sector. From 2018 to the present, Mr. Caragol has also been Managing Director of Quidem LLC, a corporate advisory firm. Mr. Caragol also served on the board of directors of Greenbox POS (NASDAQ: GBOX) from 2021 to April 2023. Since November 2021, Mr. Caragol has also served as the Chief Operating Officer of Iron Horse Acquisitions Corp. (NASDAQ: IROH). Mr. Caragol earned a B.S. in business administration and accounting from Washington and Lee University and is a member of the American Institute of Certified Public Accountants. We believe that Mr. Caragol’s vast experience as a member of severally publicly traded companies’ board of directors, his education, and professional credentials qualify him to serve as a member of the Company’s Board. Blake Janover was appointed the Chief Commercial Officer and Director of the Company effective April 4, 2025, and has been a member of the Board of Director since 2022. Mr. Janover is the Founder and former Chairman and Chief Executive Officer of the Company. He currently has more than 20 years of experience as an entrepreneur and a history of running multiple businesses relating to multifamily and commercial property finance, technology, and consulting. Before founding the Company in November 2018, from 2004 to 2019, Mr. Janover was involved in various multifamily and real estate projects and ran the B. Elliot Companies. Mr. Janover has been involved in billions of dollars of multifamily and commercial property transactions in his career while also building and operating proptech, AI, and other fintech businesses. Mr. Janover was an Official Member of the Forbes Real Estate Council and an On Deck Proptech and Scale Fellow. He graduated the Harvard Business School’s Owner/President Management Program 60 cohort in November 2023 and is currently an Entrepreneur in Residence at Florida Atlantic University as well as a NATSEC Fellow at the National War College Alumni Association. Mr. Janover also serves on the Board of Directors of Soulpower Acquisition Corp (NYSE: SOUL). We believe that Mr. Janover’s vast experience across the finance and technology industries qualifies him to serve as a member of the Company’s Board. Zachary Tai was appointed to the Board of the Company effective April 4, 2025. Mr. Tai most recently held a role as VP of Operations & Strategy at Everclear, a blockchain infrastructure protocol, overseeing broader finance, legal, operations, and strategy functions. Prior to that, Mr. Tai spent over 4 years as a Director of Strategy and Business Operations at Kraken, spearheading various corporate strategy and scaling initiatives. Prior to Kraken, Mr. Tai held several roles in private equity, including 5 years at Cerberus Capital Management focused on frontier and emerging market investments, often residing across a wide array of developing markets. We believe Mr. Tai is qualified to serve as a member of the Company’s Board because of his extensive experience in building and scaling businesses in emerging markets, including blockchain. Thomas Perfumo was appointed to the Board of the Company effective October 21, 2025. Mr. Perfumo is a Senior Principal of Business Operations for Kraken, a leading global cryptocurrency platform and digital asset exchange. During his 8-year tenure at Kraken, he has served multiple roles, including as Head of Strategy, where he was responsible for the development and execution of Kraken’s global corporate strategy. Prior to Kraken, Mr. Perfumo was an equity long/short analyst for 3 years at Moore Capital Management, where he focused on both public and private equity investment opportunities. There he developed an expertise in event-driven or special situations investment strategies. Mr. Perfumo has been a Chartered Financial Analyst (CFA) charterholder since 2018. We believe Mr. Perfumo is qualified to serve as a member of the Company’s Board because of his extensive experience across both the cryptocurrency industry and the traditional equity capital markets, including with respect to evaluating, building, and scaling businesses.

  7. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information with respect to compensation for the years ended December 31, 2024 and 2023, earned by or paid to our Chief Executive Officer and our two other most highly compensated executive officers whose total compensation exceeded US$100,000 (the “named executive officers”).

  8. Summary Compensation Table

    | | Year | Salary ($) | Bonus ($) | Stock awards ($)(4) | Option awards ($)(4) | Nonequity incentive plan compensation ($) | All other compensation ($)(1) | Total ($) | | Blake Janover, Former Chief Executive Officer and | 2024 | $478,654 | $20,000 | $— | $— | $— | $— | $498,654 | | President (Principal Executive Officer)(2) | 2023 | $255,041 | $168,750 | $— | $— | $— | $128,267 | $552,058 | | Bruce Rosenbloom, Former Chief Financial | 2024 | $251,923 | $30,000 | $— | $— | $— | $— | $281,923 | | Officer (Principal Financial Officer)(3) | 2023 | $63,077 | $24,000 | $292,500 | $— | $— | $— | $379,577 |

  9. Summary Compensation Table

    ____________ (1) Consists of $0 and 128,267 in management fees paid to Blake Elliot, Inc. an entity wholly owned by Mr. Janover, in 2024 and 2023, respectively. (2) Mr. Janover served as the Chief Executive Officer of the Company from October 2022 until April 2025. (3) Mr. Rosenbloom served as the Chief Financial Officer of the Company from September 2023 until April 2025. (4) The determination of the value of option awards is based upon the Black-Scholes Option pricing model.

  10. Changes in Management

    Changes in Management On April 4, 2025, the Board made the following officer appointments: • Joseph Onorati was appointed by the Board as the Chief Executive Officer of the Company. Mr. Onorati, age 42, most recently served as chief strategy officer at Kraken Digital Asset Exchange, working at Kraken from 2016 to 2024. Previously, he was at CaVirtEx, the first Bitcoin exchange in Canada, from 2013 to 2015 where he was appointed as interim CEO, until he sold the company to Coinsetter, which was later acquired by Kraken. Mr. Onorati succeeds Mr. Janover as Chief Executive Officer of the Company. Mr. Janover will remain as an employee of the Company serving as Chief Commercial Officer and will lead the Company’s existing AI-powered online commercial real estate platform. • Parker White was appointed by the Board as the Chief Operating Officer and Chief Investment Officer of the Company. Mr. White, age 31, previously served as an Engineering Director at Kraken Digital Asset Exchange from December 2018 to March 2025 and he currently serves as a director of Bitcoin Infrastructure Acquisition Corp. Ltd. He also runs a Solana validator with $75 million in delegated stake. Earlier in his career, Mr. White served as the Director of Research and Trading for TCG Advisors, a $2 billion institutional asset manager, from May 2014 to December 2018. • Mr. Janover, former Chief Executive Officer of the Company, was appointed by the Board as the Chief Commercial Officer of the Company. On April 17, 2025, the Board appointed Fei (John) Han as Chief Financial Officer of the Company. Mr. Han brings over fifteen (15) years of experience across traditional finance and crypto, with a track record of leadership at some of the crypto industry’s most recognized institutions. Most recently, he served as CFO at blockchain-company Provable, and prior to that, held multiple senior roles at Binance including Vice President of Finance and Head of Finance for Europe, the Middle East, Africa, LATAM, and Canada. Earlier in his career, he led Strategic Finance at Kraken, where he worked closely with Mr. White and Mr. Onorati and played a key role in scaling the business during a period of rapid growth. Mr. Han began his career in equity research at Goldman Sachs and later served as an investor at Nezu Asia Capital and Driehaus Capital. Mr. Han succeeds Mr. Rosenbloom as CFO of the Company. Mr. Rosenbloom will remain will continue to work with the Company in a senior advisory role and will enter into an employment/consulting agreement for services to be provided to the Company at a later date. On September 19, 2025, the Board appointed Daniel Kang as Chief Strategy Officer of the Company. Mr. Kang served as the former Head of Strategy at Kraken and has extensive experience in strategic planning and investor relations. Prior to his time at Kraken, Dan spent 7 years on the ‘buy side’, as a Long-Short Equity Analyst, leading activities in the internet, media and entertainment sectors. His experience includes 2 years as an Analyst at Morgan Stanley, and has experience through his time on Snap’s Corporate Development & Strategy Team.

  11. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End

  12. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Option awards | | | | | Stock awards | | | | | Name | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexerciseable (#) | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units that have not vested | Equity incentive plan awards: Number of shares or units of stock that have not vested (#) | Award expiration date | | Blake Janover – Former CEO (PEO) | — | — | — | $— | — | — | $— | — | — | | Bruce Rosenbloom – Former CFO (PFO) | — | — | — | $— | — | 127,141 | $88,181 | 127,141 | 09/30/2027 |

  13. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table discloses the compensation earned by each of the Company’s non-employee directors during the year ended December 31, 2024:

  14. DIRECTOR COMPENSATION

    | Name | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | William Caragol | $2,500 | __ | __ | $68,000 | $70,500 | | Samuel Haskell(2) | $1,000 | __ | __ | $32,000 | $33,000 | | Marcelo Lemos(3) | $2,500 | __ | __ | $46,000 | $48,500 | | Ned L. Siegel(4) | $1,000 | __ | __ | $38,000 | $39,000 |

  15. DIRECTOR COMPENSATION

    ____________ (1) Amounts reflect the aggregate grant date fair value of the options and restricted stock units granted, computed as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“FASB ASC Topic 718”), rather than the amounts paid to or realized by the non-employee director. The valuations of the restricted stock units are based on the closing market price of our Common Stock on the grant date. (2) Mr. Haskell served as an independent director of the Company from July 2023 until April 2025. (3) Mr. Lemos served as an independent director of the Company from July 2023 until April 2025. (4) Mr. Siegel served as an independent director of the Company from July 2023 until April 2025. We do not have any compensation arrangements or agreements with any of our directors or director nominees relating to their service as a director other than the agreements described below. • On July 24, 2023, the Company granted William Caragol, an independent director, non-qualified stock options exercisable for 87,500 shares of Common Stock for $4.57 per share from the date of grant to the tenth anniversary of such date, in consideration for consulting services rendered. • On July 26, 2024, the Company granted William Caragol, an independent director, 21,875 RSUs in accordance with his Director Agreement. The RSUs will vest over a period of 2 years • On February 10, 2025, the Company granted William Caragol, an independent director, non-qualified stock options exercisable for 87,500 shares of Common Stock for $0.76 per share under the 2023 Plan. The stock options will vest over a period of 4 years. • On April 9, 2025, the Company granted William Caragol, an independent director, 21,875 RSUs under the 2023 Plan. The RSUs will vest over a period of 4 years. • On April 9, 2025, the Company granted Joseph Onorati, Chairman of the Board and Chief Executive Officer, qualified stock options exercisable for 301,980 shares of Common Stock for $3.91 under the 2023 Plan. The stock options will vest over a period of 4 years. • On April 9, 2025, the Company granted Blake Janover, a director and Chief Commercial Officer, 70,000 RSUs under the 2023 Plan. The RSUs will vest over a period of 4 years. • On April 9, 2025, the Company granted Marco Santori, a former independent director, 70,000 RSUs under the 2023 Plan. The RSUs vested upon the April 9, 2025 issuance. • On April 9, 2025, the Company granted Zachary Tai, an independent director, 7,000 RSUs under the 2023 Plan. The RSUs will vest over a period of 4 years. • On July 30, 2025, the Company granted Zachary Tai, an independent director, 2,000 RSUs under the 2023 Plan. The RSUs vested upon the July 30, 2025 issuance. • On October 21, 2025, the Company granted Thomas Perfumo, an independent director, 7,000 RSUs under the 2023 Plan. The RSUs will vest quarterly, over a period of 1 year.