DEF 14A of Exodus Movement, Inc.
Filed Mar 17, 2026 · FY20250001821534-26-000018
Proposal 1: Election of Directors
Proposal 1: Election of Directors A nominee will be elected as a director at the Annual Meeting if the nominee receives a plurality of the votes cast “FOR” his or her election. “Plurality” means that the individuals who receive the highest number of votes cast “FOR” are elected as directors. Broker non-votes, if any, and votes that are withheld will not be counted as votes cast on the matter and will have no effect on the outcome of the election. Shareholders do not have cumulative voting rights for the election of directors.
Information Regarding Director Nominees and Continuing Directors
Information Regarding Director Nominees and Continuing Directors The following is a brief description of the background and business experience of each of the director nominees to be elected to serve on our Board, each of whom is currently a member of our Board:
Information Regarding Director Nominees and Continuing Directors
| Name | Age (as of March 17) | Position | | Jon Paul Richardson | 42 | Chief Executive Officer, Director and Chairman | | Daniel Castagnoli | 49 | Director, President of our wholly-owned subsidiary, 3ZERO, LLC (“3ZERO”) | | Margaret Knight | 47 | Director | | Carol MacKinlay | 63 | Director | | Tyler Skelton | 41 | Director |
Information Regarding Director Nominees and Continuing Directors
| Exodus Movement, Inc. | 6 | 2026 Proxy Statement |
Director Nominees
Director Nominees
Director Nominees
| | Jon Paul Richardson has served as our Chief Executive Officer (“CEO”) and as Chairman of our Board since co-founding Exodus with Daniel Castagnoli in 2016. Previously, Mr. Richardson also served as our President from July 2016 until July 2019. In 2021, he led Exodus in becoming the first U.S. company to conduct an SEC-qualified crypto-only public stock offering, making Exodus the only U.S. company to have its common stock digitally represented on the blockchain. Under Mr. Richardson’s leadership, Exodus has grown to serve millions of customers worldwide. Mr. Richardson holds a Bachelor of Science in Electrical and Computer Engineering from the University of Nebraska–Lincoln. | | Jon Paul Richardson Age: 42 Director Since: 2016 | | | | We believe Mr. Richardson is qualified to serve as a member of our Board due to his leadership skills and extensive experience in the digital asset industry. |
Director Nominees
| | Daniel Castagnoli has served as a member of our Board since co-founding Exodus with Jon Paul Richardson in 2016. Since May 2023, he has served as President for our subsidiary, 3ZERO. Mr. Castagnoli previously served as President of Exodus from July 2019 to May 2023 and Chief Financial Officer and Secretary from July 2016 to March 2019. Prior to joining Exodus, Mr. Castagnoli designed experiences for Apple, BMW, Disney and Louis Vuitton. | | | We believe Mr. Castagnoli is qualified to serve as a member of our Board due to his leadership experience and industry knowledge. | | Daniel Castagnoli Age: 49 Director Since: 2016 | |
Director Nominees
| Exodus Movement, Inc. | 7 | 2026 Proxy Statement |
Director Nominees
| | Margaret Knight has served as a member of our Board since August 2023. Since July 2016, Ms. Knight has held several leadership and faculty roles at Creighton University’s Heider College of Business, including leadership for the Business Intelligence & Analytics program, and currently serves as Chair of the Accounting Department and Director of the Master of Accounting Program. Prior to joining Creighton, Ms. Knight spent eight years with CHI Health in Nebraska, originally as System Controller, where she oversaw accounting, financial reporting, internal controls, budgeting, financial analysis, capital planning, benchmarking, and decision support for the health system. She later served as the Chief Financial Officer for the organization’s primary and specialty care physician networks, supporting more than 800 providers across approximately 140 locations and leading comprehensive financial oversight for the enterprise. Prior to her time at CHI Health, Ms. Knight spent seven years in public accounting, six of those with KPMG. Ms. Knight is a Certified Public Accountant in the State of Nebraska and is also a Chartered Global Management Accountant. She earned her Doctorate in Business Administration at Creighton University in 2018. | | Margaret Knight Age: 47 Director Since: 2023 | | | | We believe Ms. Knight is qualified to serve as a member of our Board due to her considerable experience in accounting. |
Director Nominees
| | Carol MacKinlay has served as a member of our Board since February 2024. Ms. MacKinlay has served as the Chief Human Resource Officer for Pebl (formerly Velocity Global), a company focused on providing global employment services, since December 2024. She formerly served as the Chief People Officer at Binance.US, a U.S. digital asset exchange, from November 2021 to January 2024. Prior to that, Ms. MacKinlay worked as Chief People Officer at UserTesting, a video-first platform to experience how real people engage with products, designs and brands, from 2017 to 2021, where she took them through a public offering of their shares. She also previously served as an executive for Plantronics, a premier electronics manufacturer; Xero, a vendor of accounting software; Coverity (now Black Duck); and Matterport, a 3D media technology company. Ms. MacKinlay has also worked as a management and Board consultant with the KPMG financial strategy and executive compensation consulting teams and as a founder of Compensation and Performance Management, Inc., a boutique executive compensation consultancy. She holds a B.A. in Applied Mathematics from U.C. Berkeley and an M.B.A. in Venture Management from the Marshall School of Business at USC. | | Carol MacKinlay Age: 63 Director Since: 2024 | | | | We believe Ms. MacKinlay is qualified to serve as a member of our Board due to her leadership and human capital management experience and industry knowledge. |
Director Nominees
| Exodus Movement, Inc. | 8 | 2026 Proxy Statement |
Director Nominees
| | Tyler Skelton has served as a member of our Board since February 2024. Mr. Skelton's career bridges traditional financial services and the digital-asset/DeFi ecosystem. Currently, Mr. Skelton serves as Chief Financial Officer of 2UniFi (2UFi), a digital ecosystem focused on helping small and medium-sized businesses access modern banking tools and services, a role he has held since August 2025. Previously, Mr. Skelton served in senior finance leadership roles across the digital asset industry, including Head of Finance at Ava Labs, the blockchain platform company building the Avalanche blockchain, from September 2024 to June 2025, Head of Finance at Gemini, a New York-based digital asset limited purpose trust company, from January 2023 to May 2024, and Chief Financial Officer at Bakkt, a New York-based digital asset limited purpose trust company, from May 2019 to July 2021, where he led the finance team through its SPAC merger and IPO in 2021. Earlier in his career, Mr. Skelton held finance and accounting roles across banking, payments, and public accounting, including positions at KPMG, Bank of America, SunTrust (now Truist), and First Data (now Fiserv). Mr. Skelton is a Chartered Financial Analyst® (CFA), a Certified Public Accountant in the state of Georgia, and an FRM Certified Professional, and he holds a master’s degree in economics from the University of North Carolina at Charlotte. | | Tyler Skelton Age: 41 Director Since: 2024 | | | | We believe Mr. Skelton is qualified to serve as a member of our Board due to his experience across financial services and digital assets, along with his knowledge of accounting, risk management, and emerging financial technologies. |
Director Nominees
| VOTE | | The Board recommends a vote “FOR” the election of each of the director nominees set forth above. |
Director Nominees
| Exodus Movement, Inc. | 9 | 2026 Proxy Statement |
Director Nominees
Proposal Two Ratification of Independent Auditor Appointment Our Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the year ending December 31, 2026. In this Proposal 2, we are asking shareholders to vote to ratify this appointment. Representatives of Deloitte are expected to be present at the Annual Meeting. They will have the opportunity to make a statement, if they desire to do so, and are expected to be available to respond to appropriate questions from shareholders. Shareholder ratification of the appointment of Deloitte as the Company’s independent auditor is not required by law or our Bylaws. However, we are seeking shareholder ratification as a matter of good corporate practice. If our shareholders fail to ratify the appointment, the committee will reconsider its appointment. Even if the appointment is ratified, the committee, in its discretion, may direct the appointment of a different independent auditor at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders. Deloitte has served as our independent auditor since 2023. The following table summarizes the audit fees billed and expected to be billed by Deloitte for the indicated fiscal years and the fees billed by Deloitte for all other services rendered during the indicated fiscal years. All services associated with such fees were pre-approved by our Audit Committee in accordance with the “Pre-Approval Policies and Procedures” described below.
Director Nominees
| | 2025 (in thousands) ($) | 2024 (in thousands) ($) | | Audit fees(1) | 1,699 | 1,680 | | Audit-related fees | — | — | | Tax fees(2) | 422 | — | | Other fees(3) | — | 2 |
Director Nominees
1.Audit fees represent the aggregate fees billed for professional services rendered by Deloitte for the audit of our annual financial statements, review of financial statements included in our quarterly reports, review of registration statements or services that are normally provided in connection with statutory and regulatory filings or engagements for those years. 2.Tax fees relate to professional services for tax compliance and general tax advice. 3.Other fees relate to subscription services to the Deloitte Accounting Research Tool.
Director Nominees
| Exodus Movement, Inc. | 10 | 2026 Proxy Statement |
Compensation and Governance Committee
The Compensation and Governance Committee also periodically reviews and recommends the skills, experience, characteristics and other criteria for identifying and evaluating directors, and annually assesses the composition of the Board and recommends candidates for election as director. The Compensation and Governance Committee may from time to time, as it deems appropriate and to the extent permitted under applicable law, NYSE American listing rules, and the Certificate of Incorporation and Bylaws, form and delegate, either exclusively or non-exclusively, its duties and responsibilities to one or more subcommittees consisting of one or more members of the Compensation and Governance Committee with a majority of the members being independent. Throughout Fiscal Year 2025, the Compensation and Governance Committee retained Compensia, Inc. (“Compensia”) as its independent compensation consultant. Compensia provided advice based on marketplace trends regarding executive and director compensation, including benchmarking compensation practices against peer companies and evaluating the Company’s compensation programs. Representatives from Compensia also attend Compensation and Governance Committee meetings, as necessary. To maintain independence, Compensia does not provide services to the Company other than those described above. The Compensation and Governance Committee has assessed the independence of Compensia in accordance with applicable listing rules and concluded that the engagement of Compensia did not raise any conflicts of interest. During Fiscal Year 2025, the Compensation and Governance Committee met five times.
Identifying and Evaluating Director Nominees
Identifying and Evaluating Director Nominees The Compensation and Governance Committee periodically reviews and recommends to the Board the skills, experience, characteristics and other criteria for identifying and evaluating directors. The Compensation and Governance Committee is responsible for annually evaluating the composition of the Board to assess whether the skills, experience, characteristics and other criteria established by the Board are currently represented on the Board as a whole and in individual directors, and to assess the criteria that may be needed in the future. In identifying candidates for membership on the Board, the Board takes into account minimum individual qualifications, such as possessing the highest personal and professional ethics, integrity and values, being committed to representing the long-term interests of our shareholders and having sufficient time available in the judgment of the Board to perform Board and committee responsibilities, and all other factors it considers appropriate. The Compensation and Governance Committee may consult with outside advisors and retain search firms to assist in the search for qualified candidates and may also consider director candidates recommended by our shareholders. Shareholders may recommend individuals to the Compensation and Governance Committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to our Corporate Secretary, Exodus Movement, Inc., 15418 Weir Street, #333, Omaha, NE 68137. The Compensation and Governance Committee will evaluate shareholder-recommended candidates by following the same process, and applying the same criteria, as it follows for candidates submitted by other sources.
Director Compensation
Director Compensation As of December 31, 2025, our Board was comprised of three independent directors and two members of our management team. We compensate our non-employee directors, Ms. Knight, Ms. MacKinlay, and Mr. Skelton, with both cash and equity compensation in accordance with the terms of their respective offer letters. Each non-employee director receives an annual retainer, which is paid in BTC in equal monthly installments on the first day of each calendar month. During 2025, Ms. Knight was granted 3,238 RSUs under the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) that vest in equal monthly installments through October 1, 2026, and Mr. Skelton was granted 5,000 RSUs under the 2021 Plan that vest in equal monthly installments through February 1, 2026, in each case, subject to the director’s continued service on the Board. The following table sets forth amounts earned by our independent directors during the year ended December 31, 2025:
Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Margaret Knight | 91,333 | 99,925 | 181,258 | | Carol MacKinlay | 60,000 | 0 | 60,000 | | Tyler Skelton | 50,000 | 163,800 | 213,800 |
Director Compensation
1.The cash retainers reflected in this column were paid in BTC and have been converted to U.S. dollars based on the value of BTC on each payment date. 2.Amounts in this column represent the aggregate grant date fair value of RSUs granted to independent directors and calculated in accordance with FASB Accounting Standards Codification Topic 718 (“ASC Topic 718”) based on the closing price of the Class A common stock on the applicable grant date, which was $32.76 on May 21, 2025 and $30.86 on October 2, 2025, as quoted on NYSE American. As of December 31, 2025, Ms. Knight held 2,699 outstanding unvested RSUs, Ms. MacKinlay held 834 outstanding unvested RSUs, and Mr. Skelton held 417 outstanding unvested RSUs.
Director Compensation
| Exodus Movement, Inc. | 16 | 2026 Proxy Statement |
Director Compensation
Executive Officers Biographical and other information regarding our executive officers, who are appointed by the Board and serve at the Board’s discretion, is set forth below.
Director Compensation
| Name | Age (as of March 17) | Position | | Jon Paul Richardson | 42 | Chief Executive Officer, Director and Chairman | | Daniel Castagnoli | 49 | Director, President of our wholly-owned subsidiary, 3ZERO, LLC (“3ZERO”) | | James Gernetzke | 50 | Chief Financial Officer | | Matias Olivera | 33 | Chief Technology Officer | | Gerardo Giacomo | 43 | Chief Security Officer |
Director Compensation
For Jon Paul Richardson’s and Daniel Castagnoli’s biographies, see page 7 of this Proxy Statement.
Director Compensation
| | James Gernetzke has served as our Chief Financial Officer since March 2019. Prior to joining Exodus, Mr. Gernetzke served as the chief financial officer of Banyan Medical Systems, Inc., a healthcare technology company, from February 2017 to May 2019, where he was responsible for all financial aspects of the company’s business. Prior to that, Mr. Gernetzke served as Director of Finance at First Data Corporation from December 2015 to January 2017. Mr. Gernetzke is a registered Certified Public Accountant in the State of Illinois and holds a Bachelor of Science in accounting from Marquette University and a Master of Business Administration from Northwestern University Kellogg School of Management. | | James Gernetzke Age: 50 Officer Since: 2019 | |
Director Compensation
| Exodus Movement, Inc. | 17 | 2026 Proxy Statement |
Director Compensation
| | Matías Olivera has served as Chief Technology Officer since June 2022, and previously served as Lead Software Engineer, Engineering Manager and Director of Engineering beginning in November 2019. Since 2014, Mr. Olivera has been an active open source contributor, involved with projects from companies including Airbnb, Facebook and Walmart, among others. He’s also the author of many popular packages in the JavaScript ecosystem. He has also spent time as a software engineer at various companies from 2012 to 2018. In 2015, Mr. Olivera graduated with a degree in Computer Engineering from Universidad Católica del Uruguay, where he later taught as professor for the courses of Compilers, Theory of Languages and Web Programming from 2015 to 2020. | | Matías Olivera Age: 33 Officer Since: 2022 | |
Director Compensation
| | Gerardo Di Giacomo has served as Chief Security Officer at Exodus since May 2025, where he leads the Company’s global security strategy in support of building a trusted financial and payments platform. Prior to joining Exodus, Mr. Di Giacomo served as Head of Security at Aptos Labs, a blockchain technology company, from January 2023 to April 2025, where he was responsible for securing the Aptos Ecosystem. Prior to that, he served as Principal Security Engineer at Stripe, a payment processing company, from June 2020 to January 2023, where he led product security and threat prevention strategy. He brings over 20 years of security leadership experience across major technology companies, including senior roles at Microsoft, WhatsApp, and Meta, where he served as a founding member of Meta’s Libra project. Across his career, Gerardo has enabled the secure scaling of consumer payment platforms, strategic payments initiatives, and high-throughput financial infrastructure operating at global scale. His combination of enterprise-grade security rigor, FinTech execution, and blockchain-native expertise supports Exodus’s ability to operate with institutional-level trust as it expands beyond crypto into the broader future of finance. | | Gerardo Di Giacomo Age: 43 Officer Since: 2025 | |
Director Compensation
| Exodus Movement, Inc. | 18 | 2026 Proxy Statement |
Director Compensation
Executive Compensation The primary objective of our executive compensation program is to attract and retain highly skilled and motivated executive officers that significantly contribute to the Company’s success. The executive officers are expected to manage the Company to promote its growth and profitability, minimize risk and advance the interests of our shareholders. As such, the Company’s compensation program is designed to provide levels of compensation that reflect the executive’s role in the organization and reward the individual’s performance within the context of the Company’s performance. We determine the appropriate level of each compensation element based, in part, but not exclusively, on our view of internal equity and consistency, performance, the competitive landscape and other information we deem relevant. We believe that equity-based awards are a motivator in attracting and retaining executives over the long term, and that salary and cash bonuses are important considerations in the short term. The Compensation and Governance Committee reviews and recommends, and the Board approves, the compensation, including base salaries, for our CEO and equity-based incentive compensation for all executive officers, including our named executive officers (“NEOs”). The CEO determines the compensation, including base salaries but excluding equity-based incentive compensation, for the other NEOs.
Summary Compensation Table
Summary Compensation Table The following table presents all of the compensation awarded to, earned by or paid to our named executive officers for the years ended December 31, 2025 and 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Jon Paul Richardson Director, CEO | 2025 | 631,250 | — | 4,199,668 | 7,166 | 4,838,084 | | | 2024 | 425,000 | 452,312 | 1,846,629 | — | 2,723,941 | | James Gernetzke CFO | 2025 | 491,667 | — | 3,309,467 | 12,900 | 3,814,034 | | | 2024 | 341,667 | 338,871 | 923,318 | 12,900 | 1,616,756 | | Gerardo Di Giacomo Chief Security Officer | 2025 | 272,008 | — | 2,772,140 | — | 3,044,148 |
Summary Compensation Table
1.Amounts in this column for 2025 represent the aggregate grant date fair value of RSUs granted during 2025 under the 2021 Plan, calculated in accordance with ASC Topic 718 based on the closing price of the Class A common stock on the applicable grant date, which was $32.76 on May 21, 2025, $38.10 on July 18, 2025, $21.62 on November 7, 2025 and $14.78 on December 30, 2025, as quoted on NYSE American. 2.Amounts in this column for 2025 include wellness perquisites and a monthly executive perquisite allowance.
Summary Compensation Table
| Exodus Movement, Inc. | 19 | 2026 Proxy Statement |
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025 The following table sets forth an overview of the outstanding stock awards that have not vested as of December 31, 2025:
Outstanding Equity Awards as of December 31, 2025
| Name | Stock Awards | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market value of Shares or Units of Stock That Have Not Vested ($)(1) | | Jon Paul Richardson | 1,525(2) | 22,555 | | | 169,271(3) | 2,503,518 | | | 159,766(4) | 2,362,939 | | | 98,817(5) | 1,461,503 | | James Gernetzke | 763(2) | 11,285 | | | 84,636(3) | 1,251,766 | | | 79,883(4) | 1,181,470 | | | 48,311(5) | 714,520 | | | 85,000(6) | 1,257,150 | | Gerardo Di Giacomo | 79,708(7) | 1,178,881 |
Outstanding Equity Awards as of December 31, 2025
1.Based on the closing price of a share of Class A common stock on December 31, 2025 of $14.79, as quoted on NYSE American. 2.These RSUs, which were granted in 2022, vested on January 1, 2026. 3.These RSUs, which were granted in 2023, vest in equal monthly installments through January 1, 2027. 4.These RSUs, which were granted in 2024, vest in equal monthly installments through January 1, 2028. 5.These RSUs, which were granted on May 21, 2025, vest in equal monthly installments through January 1, 2029. 6.These RSUs, which were granted on December 30, 2025, vest in equal monthly installments through January 1, 2030. 7.These RSUs vest as to 25% on June 1, 2026 and vest in equal monthly installments thereafter through June 1, 2029.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control None of the NEOs are party to any employment or severance agreement with the Company resulting in payments upon a termination of employment or a change in control of the Company. However, under the award agreements governing the outstanding RSUs held by the NEOs, in the event of a change in control of the Company or the NEO’s termination as a result of a death or disability, all outstanding RSUs will become fully vested. In addition, in the event of the NEO’s termination by the Company without cause or as a result of the NEO’s retirement (resignation after attaining age 62 with five years of service), the RSUs scheduled to vest in the month in which such termination occurs will become vested. Thereafter, any nonvested RSUs will be forfeited.
Potential Payments Upon Termination or Change in Control
| Exodus Movement, Inc. | 21 | 2026 Proxy Statement |
Potential Payments Upon Termination or Change in Control
Certain Information About Our Common Stock