Charles Allen
BTCSAbout Charles Allen
Charles W. Allen is Chief Executive Officer and Chairman of BTCS (since Feb 5, 2014; Chair since Sep 11, 2014), and previously served as CFO. He holds a B.S. in Mechanical Engineering from Lehigh University and an MBA from William & Mary’s Mason School of Business; age 49 as of the record date in the 2025 proxy . Pay-versus-performance shows CAP tracking stock performance: TSR value of a fixed $100 investment improved from 36 (2022) to 88 (2023) to 130 (2024), while GAAP net income swung from $(15.9)M (2022) to $7.8M (2023) to $(1.27)M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BTCS | Chief Executive Officer | 2014–present | Leads corporate strategy; extensive capital markets and M&A experience |
| BTCS | Chairman of the Board | 2014–present | Combined CEO/Chair role; board leadership |
| BTCS | Chief Financial Officer (prior) | Not disclosed | Finance leadership before current CFO appointment |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| 60 Degrees Pharmaceuticals (NASDAQ: SXTP) | Director | Jul 2023–present | Public company board experience in pharma |
| Innovation1 Biotech (OTC: IVBT) | Director | Dec 2022–Nov 2024 | Former drug discovery company; board tenure concluded Nov 2024 |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) | All Other Comp ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 429,933 | Not disclosed | – | 40,055 | $22,500 401(k) discretionary match related to 2023; insurance premiums; $1,000/mo office/telecom allowance |
| 2025 | ~450,000 | Not disclosed | Not disclosed | Not disclosed | Base set per employment agreement annual 4.5% increases |
- In Sep 2024, Allen elected to take $107,483 of salary in 124,402 restricted shares in lieu of cash .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting/Terms |
|---|---|---|---|---|---|
| Long-Term Incentive Plan (LTIP) RSUs and Series V preferred | Market cap sustained ≥$50M for 30 consecutive days | Not disclosed | Sustain $50M market cap for 30 days | 173,611 restricted common shares issued; 173,611 Series V preferred shares issued upon vesting in 2024 | Vested upon achieving threshold in 2024; additional unearned RSUs remain outstanding under LTIP |
| Annual Performance Payout (FY2024) | Board-established performance criteria (not specified) | Not disclosed | Not disclosed | 841,842 incentive stock options granted to Allen | ISOs at $2.47 strike, expire 12/31/2031; reported as exercisable at 12/31/2024 |
| RSU Grant (1/1/2024) | N/A | N/A | 50,000 RSUs | Declined by Allen; forfeited as of grant date | Forfeited Jan 1, 2024 |
Multi‑Year Compensation (PEO)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 411,419 | 429,933 |
| Bonus ($) | – | – |
| Stock Awards ($) | 354,849 | 650,944 |
| Option Awards ($) | – | 1,842,915 |
| All Other Comp ($) | 38,055 | 40,055 |
| Total ($) | 804,323 | 2,963,847 |
| Compensation Actually Paid (CAP) ($) | 804,323 | 2,827,369 |
| TSR – Value of $100 | 88 | 130 |
| Net Income ($) | 7,818,728 | (1,271,174) |
Equity Ownership & Alignment
| Component | Amount |
|---|---|
| Total beneficial ownership (common) | 5,970,464 shares (27.4% of 20,181,878 outstanding as of Mar 28, 2025) |
| Vested stock options (within 60 days) | 1,591,842 options |
| Restricted common subject to forfeiture (LTIP market-cap conditions) | 529,833 shares |
| Unearned performance RSUs outstanding (LTIP) | 520,833 units; market/payout value $1,286,458 at 12/31/2024 |
| Series V preferred (not included in common beneficial total) | 3,395,077 unrestricted; 529,833 restricted under LTIP conditions |
| Outstanding options – exercisable | 750,000 @ $1.90 exp. 3/31/2026; 841,842 @ $2.47 exp. 12/31/2031 |
Policies and alignment signals:
- Hedging prohibited for officers and directors under Insider Trading Policy .
- Clawback policy adopted (Nasdaq/SEC Rule 10D‑1), 3‑year lookback; no-fault standard for restatements .
- No explicit disclosure of pledging policy; proxy does not indicate any pledged shares .
- 2024 salary-for-stock election increased equity at-risk exposure .
Insider Transactions and Potential Selling Pressure (2025)
| Date(s) | Type | Shares | Price/Notes | Plan |
|---|---|---|---|---|
| Apr 7–9, 2025 | Open market sales | 200,000 | ~$1.30–$1.60; ~$282,539 total proceeds | Disclosed as under Rule 10b5‑1 plan |
| Jan 6, 2025 | Form 4 (multiple insiders) | Noted filing date | Direct SEC index link | |
| Jul 2, 2025 | Gift | 8,000 | Gift of common shares | |
| Aug 7, 2025 | Option grant | 169,232 | Options @ $4.20; expire 08/07/2032; vest 12/31/2026 |
Note: Company policy states equity awards were not granted close in time to release of MNPI in 2024; grants tied to events and not timed around filings .
Employment Terms
| Item | Key Terms |
|---|---|
| Employment agreement | Effective June 22, 2017; initial base $245,000 with 4.5% annual increases; ~$430,000 base for 2024 and ~$450,000 for 2025 |
| Annual bonus | Eligible if Company meets Board-established criteria; specifics not disclosed |
| Severance (without Cause / for Good Reason) | Lump sum equal to 12 months current base salary + pro‑rated bonus; up to 1 year medical and life insurance continuation |
| Change‑in‑Control (CIC) cash | If terminated without Cause or resigns for Good Reason within 18 months post‑CIC: lump sum equal to 2x current base salary + 2x prior‑year cash bonus and incentive compensation |
| CIC equity vesting | All stock options and equity‑based awards vest upon occurrence of a change of control, irrespective of termination |
| “Good Reason” (summary) | Material diminution of duties; failure to pay; relocation >30 miles; consummation of a change of control; material company breach, subject to cure |
| Indemnification | Company maintains indemnification agreements with each executive officer |
Board Governance
- Service history and roles: Director since Feb 5, 2014; Chairman since Sep 11, 2014; not independent due to executive status .
- Committee structure and independence: All three committees comprise independent directors; chairs: Audit – Melanie Pump; Compensation – Melanie Pump; Nominating & Corporate Governance – Ashley DeSimone. Members: Charles Lee serves on all three; Allen serves on none of these committees .
- Board meetings: Five meetings in 2024; all directors attended >75% of applicable meetings .
- Leadership structure: Board affirms combined CEO/Chairman structure as in stockholders’ best interests for decisiveness and accountability .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – Value of $100 | 36 | 88 | 130 |
| Net Income ($) | (15,892,738) | 7,818,728 | (1,271,174) |
Notable execution events and signals:
- LTIP threshold achieved: company sustained $50M market cap for 30 consecutive days in 2024, triggering vesting for LTIP RSUs and Series V distribution for management awards .
- Discretionary/performance payouts for 2024 included options for Allen; other NEOs received a mix of cash, restricted stock, and options .
Equity Ownership & Alignment Analysis
- High insider ownership: Allen beneficially owns 27.4% of common stock, aligning incentives with shareholders .
- Significant option overhang: 1.59M vested options and additional unearned performance RSUs (520,833) create potential dilution and exercise‑driven trading dynamics as expiries near (notably 750k expiring 3/31/2026) .
- Policies: Hedging banned; clawback adopted; no explicit pledging disclosure; no stock ownership guideline disclosures identified in proxy .
Compensation Structure Analysis
- Mix shift toward equity in 2024: large option award ($1.84M grant‑date fair value) and salary-for-stock election signal higher equity-at-risk exposure and potential alignment, but also increase dilution risk .
- Performance linkage: LTIP uses market‑cap thresholds (e.g., sustained $50M for 30 days) rather than GAAP metrics; Compensation Committee does not use GAAP net income as primary determinant, citing non‑cash and accounting effects .
- Clawback and grant-timing controls: Clawback policy in place; 2024 equity grants were not made around MNPI releases .
- Repricing/modification: 2023 amendment allowed cashless exercise of options under the plan; no repricing disclosed .
Related Party Transactions
- None disclosed in the proxy .
Say‑on‑Pay & Shareholder Feedback
- Advisory vote on executive compensation (say‑on‑pay) proposed for 2025; board recommends “FOR” but historical approval percentages are not disclosed in the proxy .
Investment Implications
- Alignment strong but dilution/overhang notable: 27.4% ownership aligns interests, yet 1.59M vested options and performance equity could contribute to dilution and create exercise‑linked supply, especially with a 750k tranche expiring in March 2026 .
- Selling pressure watch: 200k shares sold Apr 7–9, 2025 under a 10b5‑1 plan may indicate planned diversification; continue monitoring Form 4 activity for trend and size relative to holdings .
- CIC terms accelerate equity on single trigger: Immediate vesting upon CIC, irrespective of termination, plus 2x cash multiple with double‑trigger termination could be shareholder‑unfriendly in certain scenarios; factor into M&A probability assessments .
- Governance: Combined CEO/Chair role persists; independent committees and attendance mitigate some concerns, but lack of a lead independent director disclosure suggests investors should weigh governance structure in risk premium .
- Pay design tilts to market‑based triggers: LTIP market‑cap thresholds can incentivize focus on share price milestones versus operational KPIs; GAAP metrics are deemphasized in pay decisions per committee philosophy .