Ron Pitters
About Ron Pitters
Ron Pitters is Chief Operating Officer and a Director at ALT5 Sigma; he joined the Board in November 2024 and was listed as COO and Director as of August 12, 2025 (age 57 as of October 21, 2024) . He is an experienced C‑level operator across banking, trading technology, and digital assets, including roles at Axos Bank (CIO; President/COO of multiple Axos units) and prior leadership positions at OCBC Singapore, Commercial Bank of Qatar, and ABN AMRO Global Markets . Company performance context during the recent period shows cumulative TSR down to $40.88 for a $100 investment in 2023 and net income of $(7.812) million in 2023 vs $10.992 million in 2022, useful for benchmarking pay‑for‑performance alignment .
| Metric | 2022 | 2023 |
|---|---|---|
| Cumulative TSR – $100 initial investment | $33.50 | $40.88 |
| Net Income ($USD 000s) | $10,992 | $(7,812) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Axos Bank and Axos units | CIO; President/COO (Digital Assets; Securities; Philippines Business Center) | >5 years (recent) | Led digital assets, self‑directed trading, clearing, and offshore captive builds |
| OCBC Singapore | Head of Technology & Transformation (Global Markets & Risk) | Prior | Drove markets/risk tech modernization and delivery management |
| Commercial Bank of Qatar | Group CIO | Prior | Enterprise architecture and transformation leadership |
| ABN AMRO Global Markets | Business Unit CIO; Head of Trading (FX/Futures Arbitrage) | Prior | Technology leadership and trading P&L roles across Chicago/London/Amsterdam |
| MindAlign, LLC | Founder & Managing Director | Prior | Management consulting; business turnarounds and corporate transformations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cozera, Inc. | Independent Director | Current | Board service alongside operating roles |
Fixed Compensation
Not disclosed in ALTS filings for Ron Pitters (COO). The company’s 2024 proxy and 2025 special proxy do not present COO cash compensation data .
Performance Compensation
Not disclosed for Ron Pitters (no published bonus metric weighting/targets). The 2024 Equity Incentive Plan governs award structures and change‑in‑control treatment company‑wide; specific COO annual targets and payouts are not provided .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial common shares | 0 shares reported as of Aug 12, 2025 (COO and Director) |
| Director RSU award | 50,000 RSUs from the 2023 Plan; vest quarterly commencing December 16, 2024; underlying per‑share pricing $2.00 |
| Lock‑up agreements | All officers/directors agreed to lock‑ups: 50% of shares locked for 90 days after resale registration effectiveness; remaining 50% locked until the later of 90 days after effectiveness or stockholder approval of special meeting proposals |
| Hedging/Pledging | Company prohibits hedging by directors and officers; no pledging policy disclosed in 2024 proxy |
Implications:
- Near‑term insider selling pressure is structurally constrained by lock‑ups, reducing overhang risk immediately post‑transaction .
- Alignment currently driven more by unvested RSUs than direct ownership; monitoring RSU vest dates can signal potential selling windows once lock‑ups expire .
- Anti‑hedging policy improves alignment; lack of explicit pledging disclosure is a diligence point for collateral risks .
Employment Terms
| Term | Detail |
|---|---|
| ALTS start dates | Director since Nov 2024; listed as COO and Director as of Aug 12, 2025 |
| Contract term, severance | Not disclosed for COO; no COO employment agreement terms in filings |
| Equity plan CIC treatment | If awards are not assumed/substituted, options/SARs become fully exercisable and time‑based RSU‑type awards fully vest at change in control; if assumed, double‑trigger vesting applies upon post‑CIC termination not for cause within two years |
| Vesting continuation on retirement/death/disability | Plan provides prorated or full vesting and specific post‑termination exercise windows, depending on the event |
| Clawbacks | CFO equity was subject to clawback on voluntary resignation (pro‑rated); company‑wide clawback policy not explicitly disclosed in 2024 proxy for executives/directors |
Board Governance
| Attribute | Detail |
|---|---|
| Independence status | Independent Director in 2024; listed as COO and Director in 2025 (as an executive director, would not be independent under typical Nasdaq rules) |
| Committee memberships | 2024 committees were Audit (Butler Chair; members Bitar, Hajjar), Compensation (Butler Chair; Hajjar), Governance (Butler, Bitar); Pitters was not listed on committees in 2024 |
| Board leadership | Chairman was Tony Isaac (also President); Board had no Lead Independent Director in 2024 |
| Attendance | Each director attended at least 75% of 2024 Board and committee meetings |
Dual‑role implications:
- As COO and Director (2025), Pitters serves in a management role while on the Board, reducing independence and increasing potential conflicts during oversight of executive compensation and operations . In 2024 he was independent prior to taking an officer role .
Expertise & Qualifications
- 20+ years leading technology, operations, risk, and trading across global banks and fintechs; successful start‑ups (captive offshore, self‑direct trading, digital assets), turnarounds (securities clearing, robo‑advisory) .
- Board experience (Cozera, Inc.) complements operating background .
Performance & Track Record
| Metric/Note | Detail |
|---|---|
| Company TSR context | $100 investment valued at $40.88 in 2023 (cumulative), indicative of shareholder pressure; prior year $33.50 |
| Company Net Income | $(7,812)k in 2023 vs $10,992k in 2022, highlighting volatility into the period surrounding his director appointment |
| Governance volatility | CEO suspended with pay on Oct 16, 2025; CFO serving as Acting CEO, reflecting organizational transition |
| Reporting timeliness | Company disclosed it would not file Q3 2025 10‑Q timely due to ongoing review factors |
Related Party & Control Considerations
- WLFI transaction: Lead Investor received rights to nominate two directors; Zachary Witkoff appointed Chairman; potential issuance of warrants could result in ~52% of outstanding shares to Lead Investor upon exercise (subject to beneficial ownership limits), raising change‑of‑control and governance concentration concerns .
- Officers/directors lock‑ups tied to WLFI transaction reduce near‑term liquidity, but potential future dilution and control influence should be monitored .
Investment Implications
- Alignment: Pitters’ equity alignment is primarily via a 50,000 RSU grant vesting quarterly; direct ownership was 0 shares as of August 2025, so tracking RSU vesting and lock‑up expirations is critical for potential insider selling signals .
- Governance risk: Dual role (COO + Director) post‑2025, a Chairman tied to the Lead Investor, CEO suspension, and delayed Q3 filings collectively elevate governance and execution risk; expect heightened oversight needs and potential volatility around strategic actions, financings, and CIC dynamics .
- Compensation transparency: Lack of disclosed COO cash comp/bonus metrics limits pay‑for‑performance analysis; watch for future proxy updates and any Item 5.02 8‑Ks that define contract/severance terms .
- Plan mechanics: Equity plan uses standard market provisions including anti‑hedging, CIC double‑trigger for assumed awards, and prorated vesting for certain terminations; these can materially affect realized pay and retention value through corporate events .
Overall, the near‑term trading signal is constrained by lock‑ups, but medium‑term supply from RSU vesting could emerge as restrictions lift; governance concentration and leadership transitions are the key risk levers to monitor alongside any further 8‑K disclosures on executive agreements and strategic transactions .