DEF 14A of DeFi Development Corp.
Filed Nov 4, 2024 · FY20230001575872-24-001119
TABLE OF CONTENTS
| PROPOSAL 1: ELECTION OF DIRECTORS | 1 | | CORPORATE GOVERNANCE | 4 | | BOARD DIVERSITY MATRIX | 10 | | EXECUTIVE COMPENSATION | 11 | | DIRECTOR COMPENSATION | 17 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 18 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 20 | | DELINQUENT SECTION 16(A) REPORTS | 22 | | AUDIT COMMITTEE REPORT | 23 | | PROPOSAL 2: RATIFICATION OF THE SELECTION OF DBBMCKENNON LLC AS OUR INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024 | 24 | | PROPOSAL 3: APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OFFICERS AS PERMITTED BY DELAWARE LAW | 25 | | ADDITIONAL INFORMATION | 28 |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Board Committees
| • | reviewing and recommending to our board of directors the compensation of our directors, |
Summary Compensation Table
Summary Compensation Table The following table sets forth certain information with respect to compensation for the years ended December 31, 2023 and 2022, earned by or paid to our Chief Executive Officer and our two other most highly compensated executive officers whose total compensation exceeded US$100,000 (the “named executive officers”).
Summary Compensation Table
| | Year | Salary ($) | Bonus ($) | Stock awards ($) (3) | Option awards ($) (3) | Nonequity incentive plan compensation ($) | All other compensation ($) (1) | Total ($) | | Blake Janover, CEO President (Principal | 2023 | $255,041 | $168,750 | $- | $- | $- | $128,267 | $552,058 | | Executive Officer) | 2022 | $204,038 | $- | $- | $- | $- | $191,647 | $395,685 | | Bruce Rosenbloom, CFO (Principal | 2023 | $63,077 | $24,000 | $292,500 | $- | $- | $- | $379,577 | | Chief Financial Officer) (2) | 2022 | $- | $- | $- | $- | $- | $- | $- | | Patrick Stinus (Former Chief Financial | 2023 | $100,760 | $- | $- | $- | $- | $- | $100,760 | | Officer) (2) | 2022 | $73,625 | $- | $- | $53,635 | $- | $- | $127,260 |
Summary Compensation Table
| 1. | Consists of (i) $128,267 and $145,959 in management fees paid to Blake Elliot, Inc. an entity wholly owned by Mr. Janover, in 2023 and 2022, respectively; (ii) and $45,688 in tuition fees paid on behalf of Mr. Janover in 2022. |
Summary Compensation Table
| 2. | On September 7, 2023, Bruce Rosenbloom was appointed Chief Financial Officer of the Company. On September 6, 2023, Patrick Stinus resigned from his position as Senior Vice President and Interim Chief Financial Officer of the Company. |
Summary Compensation Table
| 3. | The determination of the value of option awards is based upon the Black-Scholes Option pricing model, details and assumptions of which are set out in Note 8 to the Company’s financial statements. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
| | Option awards | | | | | Stock awards | | | | | Name | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexerciseable (#) | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price ($) | 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 - CEO (PEO) | - | - | - | $- | - | - | $- | - | - | | Bruce Rosenbloom - CFO (PFO) | - | - | - | $- | - | 225,000 | $292,500 | 225,000 | 09/30/2027 |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table provides information concerning compensation paid to our directors during fiscal year ended December 31, 2023. We do not have any compensation arrangements or agreements with any of our directors or director nominees other than the agreements described below.
DIRECTOR COMPENSATION
| • | On November 10, 2021, we entered into an Advisory Board Agreement with Marcelo Lemos, a director nominee. Pursuant to the agreement, Mr. Lemos has agreed to serve as an advisor to the board of directors of the Company. In consideration for services rendered, the Company granted Mr. Lemos non-qualified stock options exercisable for 29,326 shares of common stock for $6.14 per share, from the date of grant to the tenth anniversary of such date, provided, however, that upon the termination of the agreement, the options shall terminate 90 days after such termination. In addition to the options, the Company shall reimburse Mr. Lemos for all out-of-pocket expenses reasonably incurred by him on behalf or in connection with the provided services under the agreement, subject to the Company’s prior approval. The agreement may be terminated by either party upon three days’ written notice. |
DIRECTOR COMPENSATION
| • | On November 10, 2021, the Company granted Marcelo Lemos, a director nominee, non-qualified stock options exercisable for 17,595 shares of common stock for $0.07 per share from the date of grant to the tenth anniversary of such date, in consideration for consulting services rendered. |
DIRECTOR COMPENSATION
| • | In 2023 and 2022, we paid Innovar Consulting Corporation, a consulting firm, wholly owned by Mr. Marcelo Lemos, a director nominee, $11,500 and $18,000, respectively, in consideration for consulting services rendered. |
DIRECTOR COMPENSATION
| • | On November 10, 2021, we entered into an Advisory Board Agreement with Samuel Haskell, a director nominee. In consideration for services rendered, the Company granted Mr. Haskell a non-qualified stock option for 14,663 shares of common stock for $0.68 per share from the date of grant to the tenth anniversary of such date, provided, however, that upon the termination of the agreement, the option shall terminate 90 days after such termination. The remaining terms of Mr. Haskell’s agreement are the same as the terms of the Company agreement with Mr. Lemos described above. |
DIRECTOR COMPENSATION
| • | On July 24, 2023, the Company granted Marcelo Lemos, an independent director, non-qualified stock options exercisable for 50,000 shares of common stock for $4.00 per share from the date of grant to the tenth anniversary of such date, in consideration for consulting services rendered. |
DIRECTOR COMPENSATION
| • | On July 24, 2023, the Company granted Samuel Haskell, an independent director, non-qualified stock options exercisable for 10,000 shares of common stock for $4.00 per share from the date of grant to the tenth anniversary of such date, in consideration for consulting services rendered. |
DIRECTOR COMPENSATION
| • | On July 24, 2023, the Company granted Bill Caragol, an independent director, non-qualified stock options exercisable for 100,000 shares of common stock for $4.00 per share from the date of grant to the tenth anniversary of such date, in consideration for consulting services rendered. |
DIRECTOR COMPENSATION
| • | On July 24, 2023, the Company granted Ned Siegel, an independent director, non-qualified stock options exercisable for 20,000 shares of common stock for $4.00 per share from the date of grant to the tenth anniversary of such date, in consideration for consulting services rendered. | | · | On July 24, 2024, the Company granted Marcelo Lemos, an independent director, 25,000 shares of common stock issuable upon the vesting of restricted stock units under the Company’s 2021 Plan, in consideration for consulting services rendered. The restricted stock units will vest over a period of two years. | | · | On July 24, 2024, the Company granted Samuel Haskell, an independent director, 10,000 shares of common stock issuable upon the vesting of restricted stock units under the Company’s 2023 Plan, in consideration for consulting services rendered. The restricted stock units will vest over a period of two years. | | · | On July 24, 2024, the Company granted Bill Caragol, an independent director, 25,000 shares of common stock issuable upon the vesting of restricted stock units under the Company’s 2021 Plan, in consideration for consulting services rendered. The restricted stock units will vest over a period of two years. | | · | On July 24, 2024, the Company granted Ned Siegel, an independent director, 10,000 shares of common stock issuable upon the vesting of restricted stock units under the Company’s 2023 Plan, in consideration for consulting services rendered. The restricted stock units will vest over a period of two years. |