Ashley DeSimone
About Ashley DeSimone
Ashley DeSimone, 48, has served as an independent director of BTCS since April 15, 2024. She is a strategy and communications executive with capital markets, investor relations, and marketing expertise; currently Chief Marketing Officer at Clear Street. Her career includes partner roles at ICR and TSG Entertainment Finance and an early tenure as a sell-side equity analyst; formal education credentials are not disclosed in BTCS proxies. Independence is affirmed under Nasdaq rules, including eligibility for Audit and Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ICR | Partner (strategic communications, capital markets advisory) | 2004–2013; 2020–2024 | Led strategies for pre-public and public companies across TMT and consumer sectors . |
| TSG Entertainment Finance | Partner | 2016–2020 | Executed investments (e.g., ticketing fan-platform), managed and marketed content-focused funds tied to 20th Century Fox IP; obtained Tony-voting status via IP-related investments . |
| Sell-side equity research (Wall Street) | Analyst (Media, Advertising & Marketing Services) | Early career | Sector coverage experience; foundational capital markets skill set . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Clear Street (diversified financial services firm) | Chief Marketing Officer | Current | Capital markets and marketing leadership . |
| The Broadway League | Tony voter | During TSG IP investment period | Voting status linked to IP-related investments . |
Board Governance
| Governance Attribute | Detail |
|---|---|
| Board independence | DeSimone, Charles Lee, and Melanie Pump are independent under Nasdaq rules . |
| Committee assignments | Audit (Member), Compensation (Member), Nominating & Corporate Governance (Chair) . |
| Committee meetings (2024) | Audit: 4; Compensation: 2; Nominating: 1 . |
| Attendance | All directors attending in 2024 were at >75% of applicable Board and Committee meetings . |
| Policies | Hedging prohibited (Insider Trading Policy); Nasdaq/SEC-compliant clawback policy adopted; Code of Ethics applies to directors . |
| Related party transactions | None disclosed . |
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 21,346 | Directors elected in Sept 2024 to receive a portion of annual compensation in restricted common stock; aggregate across directors was 26,043 shares in lieu of $22,500 cash . |
Performance Compensation
| Year | Equity Grant Type | Grant Detail | Fair Value ($) |
|---|---|---|---|
| 2024 | RSUs | 23,502 RSUs issued to DeSimone (director grant) | 35,579 |
- No option awards are disclosed for DeSimone in 2024 .
- Proxy does not disclose performance metrics tied to director equity grants (service-based terms implied for director RSUs; metrics discussion applies to executives) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for DeSimone in BTCS proxies . |
| Committee roles elsewhere | Not disclosed . |
| Interlocks (competitors/suppliers/customers) | Not disclosed; Nominating Committee monitors related-party transaction policy . |
Expertise & Qualifications
- Capital markets strategy, investor/public relations, and marketing leadership; CMO at Clear Street .
- Strategic communications for TMT and consumer sectors; investment execution at TSG; Tony-voting credential via IP investments .
- Early sell-side equity research experience (media/advertising/marketing services) .
- Board independence and committee service across audit, compensation, and nominating/governance .
Equity Ownership
| Metric | As of Apr 29, 2024 | As of Mar 28, 2025 |
|---|---|---|
| Common shares beneficially owned | 0 | 32,183 |
| % of shares outstanding | 0% | <1% |
| Notes | — | Applicable percentages based on 20,181,878 shares outstanding on Mar 28, 2025; only vested/near-vesting derivatives within 60 days included . |
| Hedging/Pledging | Hedging prohibited under Insider Trading Policy; no pledging disclosed . |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Notation |
|---|---|---|---|---|---|---|
| 2024-09-16 | 2024-09-13 | A (Award) | Common Stock | 8,681 | $1.08 | Director equity award; reported on Form 4 . |
| 2024-10-01 | — | A (Award) | Common Stock | — | — | Form 4 narrative: annual grant of $50,000 of common stock to DeSimone; specific share count not stated in the excerpt . |
| 2025-07-02 | — | A (Award) | Common Stock | — | — | Form 4 narrative confirms annual grant of $50,000 of common stock; signature /s/ Ashley DeSimone . |
Note: Where quantities/prices are not visible in the linked excerpts, the narrative confirmation is cited. For comprehensive counts and post-transaction positions, see the full EDGAR ownership XML/Form 4 exhibits at the cited URLs.
Governance Assessment
- Committee effectiveness and independence: DeSimone chairs Nominating & Corporate Governance and serves on Audit and Compensation, with independence affirmed for both committees—supports robust oversight of financial reporting, pay, and director nominations .
- Attendance/engagement: Board-level attendance >75% across applicable meetings in 2024; committee cadence appears standard for a company of BTCS’s size (Audit 4; Compensation 2; Nominating 1) .
- Alignment and incentives: Director pay skews toward equity (2024 cash $21,346 vs stock $35,579), and directors elected to take a portion of cash pay in stock, signaling alignment; hedging is prohibited and clawback policy in place .
- Conflicts/related-party exposure: None disclosed; the Nominating Committee explicitly oversees related-party policies, mitigating conflict risk .
- Structural consideration: Combined CEO/Chair structure persists; while common in smaller issuers, it places greater emphasis on the effectiveness of independent directors and committee chairs (including DeSimone) for counterbalancing oversight .
RED FLAGS
- None specific to DeSimone disclosed: no related-party transactions, no pledging, and hedging is prohibited .
- Board leadership concentration (CEO/Chair combined) warrants continued monitoring of independent director influence and executive session practices (not disclosed) .
Citations
- BTCS DEF 14A (2025):
- BTCS DEF 14A (2024):
- Insider Forms: