Douglas Davis
About Douglas Davis
Douglas Davis is BNIX’s Co-Chairman of the Board, Chief Executive Officer, Secretary, and Principal Executive Officer; he has served since October 20, 2022. He is 66, holds an AB in Political Science from Stanford and an MBA in Finance/Strategic Management from UCLA Anderson, and previously led tech and consulting firms (CoBuilder, BitSpeed, GBT Technologies) . As a SPAC, BNIX disclosed no operating revenues; FY2024 net loss was $870,536 with trust interest income and ongoing redemptions/extension mechanics, underscoring execution risk until de-SPAC completion .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CoBuilder, Inc. | Managing Partner | 2001–present | Advisory/consulting to drive efficiency, market penetration and profitability |
| BitSpeed LLC | Chief Executive Officer | 2008–2018 | Led extreme file transfer software solution scaling |
| GBT Technologies, Inc. | Chief Executive Officer | Jul 2018–Apr 2020 | Ran micro-cap public tech operations; capital-markets exposure |
External Roles
| Organization | Role | Years |
|---|---|---|
| Instant Fame LLC (BNIX Sponsor) | Manager | Current |
Fixed Compensation
| Component | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Base salary ($) | $160,000 | $240,000 | Executive Retention Agreement (May 19, 2023); at-will employment |
| Deferred salary ($) | — | $110,400 deferred on Jan 19, 2025 until post-business combination closing | |
| Other cash | — | — | No other executive cash reported pre-business combination |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed | — | — | — | — | — |
| BNIX disclosed no bonus, equity (RSU/PSU), or options awards tied to performance metrics for Davis; no ESG/TSR targets disclosed . |
Equity Ownership & Alignment
| Holder | Shares | % of Outstanding | Instrument | Notes |
|---|---|---|---|---|
| Douglas Davis (held via Instant Fame LLC) | 475,000 | 16.67% | Founder shares | Beneficial ownership as of Feb 18, 2025; address listed for Instant Fame LLC |
- Founder/insider lock-up: Founder shares are restricted until the earlier of one year post-business combination or a liquidity event; early release if the stock trades ≥$18.00 for 20 trading days within any 30-trading-day period starting ≥150 days post-business combination .
- Waivers: Sponsors/directors waived redemption rights on founder shares and agreed not to amend charter provisions affecting pre-combination stockholder rights without giving public holders a redemption option .
- Pledging/hedging: No pledging or hedging disclosures identified.
- Ownership guidelines: None disclosed.
- Options (exercisable/unexercisable): None disclosed.
Employment Terms
- Executive Retention Agreement (May 19, 2023): At-will; annual salary $240,000 for CEO; deferral agreed on $110,400 until after closing of current business combination .
- Severance/change-in-control: Not disclosed.
- Clawback: Not disclosed.
- Perquisites: BNIX pays $5,000/month to initial sponsors for office/admin support (SPAC-level cost, not individual perq) .
Board Governance
- Role and independence: Davis serves as Co-Chair of the Board and CEO; he is not counted among BNIX’s independent directors (independent directors: Marshak, Khurshid, Shuss, Siegel) .
- Committees (BNIX pre-merger): Audit Committee—Khurshid (Chair), Siegel, Shuss; Compensation Committee—Siegel (Chair), Shuss, Marshak; Davis not listed on these committees .
- Post-combination plan (VisionWave Holdings, Inc.): Expected board includes Davis and four others; committees composed solely of independent directors, with Davis and Noam Kenig designated non-independent. Committee chairs: Audit—Haggai Ravid; Compensation—Eric T. Shuss; Nominating—Eric T. Shuss .
- Years of service: Board service since October 20, 2022 .
- Attendance/Lead Independent Director/Executive sessions: Not disclosed.
Dual-role implications: CEO + Co-Chair concentration may raise independence concerns; BNIX addresses independence via committee composition and independent director majority (pre-merger), and post-merger committees exclude Davis to meet Nasdaq governance norms .
Director Compensation
- BNIX disclosed no director cash/equity compensation prior to business combination; out-of-pocket expenses reimbursable; no finder/consulting fees to insiders pre-close .
Other Directorships & Interlocks
- No current public-company board service for Davis disclosed beyond BNIX; Davis is manager of BNIX’s sponsor (Instant Fame LLC), creating related-party exposure .
Compensation Structure Analysis
- Shift in cash compensation: CEO base rose from $160,000 in 2023 to $240,000 in 2024 (+50%), increasing guaranteed cash share of pay in the absence of disclosed equity/bonus .
- No at-risk equity: No RSU/PSU/options disclosed; pay-for-performance alignment via equity is not evidenced .
- Founder-share lock-ups partially align insider interests but can release relatively early under price triggers; sponsor economics can remain favorable even amid public investor losses (SPAC-wide dynamic) .
Related Party Transactions
- Sponsor/related party loans: BNIX owed $1,811,700 to former sponsor, sponsor-related parties and affiliates at December 31, 2024 . Up to $1.4 million of sponsor loans deferred through December 31, 2025; total sponsor loans approximated at $1.8 million (proxy) .
- Trust extensions: Sponsor (Instant Fame LLC or designees) funds monthly trust deposits for deadline extensions (e.g., $25,000 or $0.05/share per month) as non-interest-bearing notes repayable at business combination close .
- Admin support: $5,000/month to initial sponsors for office/admin support .
Risk Indicators & Red Flags
- Nasdaq compliance risk: Received delisting notice for exceeding SPAC 36-month deadline; exception granted to March 12, 2025, plus separate MVLS deficiency with 180-day cure window .
- Going concern: Substantial doubt exists; mandatory liquidation if business combination not completed by March 14, 2025 (as extended) .
- Internal controls: Material weakness in ICFR (accounting for complex instruments; closing/reporting process); disclosure controls deemed not effective as of FY2024 .
- Shareholder redemptions: Significant trust redemptions across 2023–2025; further redemptions may impair closing liquidity .
- Dual-role governance concentration: CEO/Co-Chair overlap requires robust independent oversight (addressed in committee structure design) .
- Excise tax liability: Outstanding 1% excise tax on redemptions; penalties/interest accrued; return not filed as of FY2024 filing .
Say-on-Pay & Shareholder Feedback
- Not applicable/disclosed (SPAC phase) .
Expertise & Qualifications
- Education: AB (Stanford); MBA (UCLA Anderson) .
- Industry experience: Software, AI/tech, consulting; public micro-cap operations .
Work History & Career Trajectory
- Progression: Consulting (CoBuilder) → tech leadership (BitSpeed) → public micro-cap CEO (GBT) → SPAC sponsor management and BNIX CEO .
Compensation Committee Analysis
- Composition: Independent directors Siegel (Chair), Shuss, Marshak; no disclosure of compensation consultants or independence review thereof .
Investment Implications
- Alignment: Davis’ 16.67% founder-share stake and lock-ups provide alignment but lack of disclosed at-risk performance equity reduces pay-for-performance signaling .
- Retention/selling pressure: Founder lock-ups can release after sustained price performance; sponsor loans are repayable only post-close, incentivizing completion but may add financing pressure .
- Execution risk: Multiple redemptions, MVLS deficiency, material ICFR weakness, and going-concern warnings elevate de-SPAC execution risk and potential dilution/financing needs post-close .
- Governance: Dual role is mitigated by independent committee structures (planned post-merger), but independence scrutiny persists until successful transition .
Data reflects BNIX filings and current reports through February–June 2025; performance equity, severance/CIC, pledging, and board attendance were not disclosed.