Dan Mendes

About Dan Mendes

Dan Mendes, age 37, is a New Director Designee to be appointed to AGRI’s Board upon closing of the PIPE transaction; he is a licensed CPA (Florida and Washington, D.C.) with a B.B.A. in International Business and Accounting (Temple University), an Executive M.S.T. in Taxation (Florida Atlantic University), and completion of the Executive Program in Finance (Columbia Business School) . He specializes in corporate governance, risk management, capital allocation, and digital asset treasury frameworks, with emphasis on optimizing tax efficiency, liquidity, and long-term shareholder value . His AGRI board tenure begins only upon closing of the PIPE and committee reconstitution; current independence determination and attendance data are not disclosed .

Past Roles

External Roles

Board Governance

• Appointment status: Mendes will be appointed as a director only if and when the PIPE transaction closes; if the PIPE does not close, current directors continue until successors are elected .
• Committee structure: After closing, the Board will reconstitute Audit, Compensation, and Nominating & Corporate Governance committees with the New Director Designees; specific Mendes committee assignments and chair roles are not disclosed .
• Independence: NASDAQ independence criteria are described; current independent directors are listed (Griffith, Levychin, Meekison, Goldwater). Mendes’ independence status is not explicitly determined in the proxy .
• Attendance: Committee meeting counts in 2024—Audit (4), Compensation (4), N&CG (1)—are disclosed for the prior board; Mendes-specific attendance is not applicable yet .
• Board composition change: On closing, all current directors except Amy Griffith will resign and be replaced by New Director Designees including Mendes, indicating a significant board transition .

Fixed Compensation

• 2024 non-employee director cash fees (context, prior board): David Welch $106,250; John Meekison $75,000; Richard Levychin $73,750; Amy Griffith $93,750; Elaine Goldwater $90,000 (Total shown $93,750); former director Margaret Honey $11,516 .
• The Compensation Committee expects to reevaluate the non-employee director compensation program upon closing of the PIPE transaction .

Performance Compensation

• Performance metrics tied to director compensation are not disclosed; awards for directors are discretionary and typically time-based rather than performance-conditioned .
• The 2024 Equity Incentive Plan amendment seeks to increase available shares from 87,237 to 5,750,000 to accommodate future awards post-PIPE closing (subject to shareholder approval) .

Other Directorships & Interlocks

• Mendes’ other public company directorships are not disclosed; none listed in the proxy .
• Any AGRI customer/supplier interlocks specific to Mendes are not disclosed .

Expertise & Qualifications

• Licensed CPA (FL, DC); Executive tax and finance credentials (Executive M.S.T.; Columbia Executive Program), plus B.B.A. in International Business & Accounting .
• Deep experience in digital asset treasury design and governance; corporate restructurings, IPOs, M&A; risk management and regulatory compliance within blockchain/digital asset contexts .

Equity Ownership

• As of the record date (Sept 19, 2025), the beneficial ownership table lists current directors and officers; New Director Designees, including Mendes, are not listed pending the PIPE closing .
• Mendes’ AGRI share ownership, vested/unvested equity, options, and any pledging/hedging are not disclosed in the proxy .

Governance Assessment

• Strengths: Mendes brings technical finance, tax, and treasury expertise in digital assets—aligned with AGRI’s announced strategy to use AVAX tokens as its primary treasury reserve and continue Bitcoin mining operations post-PIPE .
• Uncertainties: Specific committee assignments, chair roles, and independence determination for Mendes are not disclosed; board committees will be reconstituted post-PIPE, suggesting a transition period and potential shifts in oversight dynamics .
• Board environment red flags:
  • Significant board turnover upon PIPE closing (four of five current directors resigning) increases governance transition risk .
  • Hivemind’s 10-year Asset Management Agreement with a 1.25% annual management fee and the planned digital asset treasury strategy introduce related-party oversight sensitivities, given Hivemind’s founder (Matt Zhang) is slated to be AGRI’s Chair; robust conflict management and recusal practices will be critical .
  • Anti-hedging policy has not been adopted by the Board (individuals remain subject to insider trading policy), which is a shareholder-alignment concern for directors unless mitigated by ownership guidelines not disclosed in the proxy .
  • Prior auditor going-concern language for FY2024 and 2023 reflects business risk context; not specific to Mendes but relevant to governance focus on risk oversight .

Additional Context Tables

2024 Committee Meeting Activity (Prior Board)

Security Ownership (as of Sept 19, 2025; excludes New Designees)

PIPE Transaction and Post-Closing Board (Context)

Note: Mendes-specific compensation amounts, equity holdings, independence status, and committee assignments will only be available after the PIPE closes and the Board reconstitutes committees; the proxy does not provide those details .