Charles Lee
BTCSAbout Charles Lee
Charles “Charlie” Lee is an independent director of BTCS, serving since April 1, 2021. He is the creator of Litecoin and a director of the Litecoin Foundation, with prior roles as a software engineer at Google and Director of Engineering at Coinbase. He holds B.S. and M.S. degrees in Electrical Engineering and Computer Science from MIT and was 48 years old as of the 2025 proxy record date. Selection rationale emphasizes his blockchain industry expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Software Engineer | 2007–2013 | Engineering roles prior to founding/leading Litecoin initiatives | |
| Coinbase | Director of Engineering | 2013–2017 | Led engineering; left to focus on Litecoin full-time |
| Litecoin | Creator | 2011–present | Created Litecoin to improve fees, transaction times, scalability vs. Bitcoin |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Litecoin Foundation | Director (non-profit) | Not specified; current as of proxy | Non-public organization |
Board Governance
- Independence: The Board determined Charles Lee is independent under Nasdaq rules; he also meets Nasdaq independence for Audit and Compensation Committee membership.
- Committee assignments (2024):
- Audit Committee: Member; committee members are Melanie Pump (Chair), Ashley DeSimone, and Charles Lee.
- Compensation Committee: Member; Chair is Melanie Pump.
- Nominating & Corporate Governance Committee: Member; Chair is Ashley DeSimone.
- Attendance: Five Board meetings were held in 2024; all directors then serving attended over 75% of applicable Board and Committee meetings.
- Board leadership structure context: BTCS combines CEO and Chair roles (held by the CEO); Board cites reasons for this structure.
| Governance Element | Detail | Source |
|---|---|---|
| Independent Director | Yes (Nasdaq) | |
| Audit Committee | Member (Chair: Melanie Pump) | |
| Compensation Committee | Member (Chair: Melanie Pump) | |
| Nominating & Corporate Governance | Member (Chair: Ashley DeSimone) | |
| 2024 Meetings | Board: 5; Audit: 4; Compensation: 2; Nominating: 1 | |
| 2024 Attendance | ≥75% of applicable meetings (all directors) |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2023 | 25,000 | Non-employee director cash retainer |
| 2024 | 25,000 | Directors agreed in Sep 2024 to take a portion of annual compensation in restricted common stock; Fees column includes value of 26,043 restricted shares taken in lieu of $22,500 cash (aggregate note across directors) |
Performance Compensation
| Year | Stock Awards ($) | RSUs Granted (shares) | Option Awards ($) | Notes |
|---|---|---|---|---|
| 2023 | 50,002 | 40,708 | – | Aggregate grant date fair value under ASC 718; RSUs issued to Mr. Lee: 40,708 |
| 2024 | 50,002 | 31,998 | – | Aggregate grant date fair value; RSUs issued to Mr. Lee: 31,998 |
Performance metrics and legacy award terms:
- April 1, 2021 appointment package: 175,000 five-year stock options at $1.03 strike; 70,000 options vest on April 1, 2022; remaining vest on stock price milestones based on 20-day average closing price thresholds: ≥$1.288, ≥$1.609, ≥$2.012, ≥$2.515 (26,250 options at each threshold). Also 75,000 RSUs vest upon uplisting to a national exchange; annual director cash comp $25,000 increases to $50,000 upon uplisting.
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlocks/Notes |
|---|---|---|---|
| Litecoin Foundation | Private (non-profit) | Director | No related person transactions with BTCS disclosed |
Expertise & Qualifications
- Technical: Creator of Litecoin; deep blockchain protocol knowledge; prior engineering leadership at Coinbase; Google software engineering background.
- Education: B.S. and M.S., Electrical Engineering and Computer Science, MIT (2000).
- Board selection rationale: Blockchain industry experience.
Equity Ownership
| Security | Beneficial Ownership | Percent of Outstanding | Composition Notes |
|---|---|---|---|
| BTCS Common Stock | 126,288 shares | <1% | Includes 7,000 vested stock options; percent based on 20,181,878 shares outstanding as of Mar 28, 2025 |
| Series V Preferred (not included in common ownership table) | 48,540 shares (not counted in common tally) | N/A | Footnote: “Does not include 48,540 shares of Series V” for Mr. Lee |
Policy alignment and safeguards:
- Hedging prohibition: Officers, directors, and certain employees are prohibited from hedging transactions under the Insider Trading Policy.
- Clawback policy: Board-adopted clawback compliant with Nasdaq and SEC Rule 10D-1 to recoup excess incentive compensation on restatements (no-fault).
- Related party transactions: None disclosed.
- Pledging/ownership guidelines: No director stock ownership guidelines or pledging policy disclosed in the proxy excerpts reviewed.
Governance Assessment
Strengths:
- Independent director with domain expertise; serves on all three key committees, enhancing oversight breadth (Audit, Compensation, Nominating & Corporate Governance).
- Attendance above 75% threshold in 2024 for applicable meetings, supporting engagement.
- Compensation mix includes equity (RSUs) and willingness to accept stock in lieu of cash in 2024, modestly aligning interests with shareholders.
- Hedging prohibited and clawback policy in place; no related-party transactions—favorable governance signals.
Potential concerns/monitoring items:
- Combined CEO/Chair structure at BTCS concentrates leadership; while board provides rationale, investors often scrutinize independence in such structures; continued strong committee oversight by independent directors is important.
- Legacy option grant (2021) included price-based vesting; investors should monitor any modifications or repricing—none disclosed in proxies reviewed.
Appendix – Director Compensation Detail (By Year)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 25,000 | 25,000 (portion taken as restricted stock per Sept 2024 agreement; fees include value of 26,043 restricted shares in lieu of $22,500 cash across directors) |
| Stock Awards ($) | 50,002 | 50,002 |
| RSUs Granted (shares) | 40,708 | 31,998 |
| Option Awards ($) | – | – |
| Total ($) | 75,002 | 75,002 |
Appendix – 2021 Appointment Equity Terms (Legacy Awards)
| Instrument | Amount/Strike | Term | Vesting/Performance Conditions |
|---|---|---|---|
| RSUs (appointment) | 75,000 | N/A | Vest upon uplisting to a national exchange |
| Stock Options | 175,000 options @ $1.03 | Five years | 70,000 vest on 4/1/2022; remaining 26,250 vest at each 20-day avg price threshold: $1.288; $1.609; $2.012; $2.515 |