Melanie Pump
BTCSAbout Melanie Pump
Melanie Pump (age 48) is an independent director of BTCS, appointed on October 1, 2022. She is a Chartered Professional Accountant (CPA) licensed in British Columbia and has been designated by the Board as an Audit Committee Financial Expert. Her background includes multiple CFO roles in software and blockchain, with core credentials in financial reporting, controls, and audit oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Polymath Research Inc. | Chief Financial Officer | Mar 2022 – Oct 2024 | CFO of a software development company; finance, HR, compliance leadership |
| Brane Inc. | Chief Financial Officer | Aug 2021 – Jun 2022 | CFO of a software development company |
| Codix Management Inc. | Chief Financial Officer | Sep 2020 – Aug 2021 | CFO of a management support company |
| Incognito Software Systems, Inc. | Chief Financial Officer | Apr 2018 – Jun 2020 | CFO of a software solutions company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mobio Technologies Inc. | Director | Current | Company invests primarily in technology startups |
Board Governance
- Independence: The Board determined Pump is independent under Nasdaq rules; she also meets Nasdaq independence for Audit and Compensation Committees .
- Committee leadership and membership:
- Audit Committee: Chair; designated Audit Committee Financial Expert (Item 407(d)(5)(ii)) .
- Compensation Committee: Chair .
- Nominating & Corporate Governance Committee: Member (DeSimone is Chair) .
- Attendance and engagement:
- BTCS held five Board meetings in 2024; all directors then serving attended over 75% of applicable Board and Committee meetings .
- Committee meeting counts in 2024:
| Committee | Meetings (2024) |
|---|---|
| Audit | 4 |
| Compensation | 2 |
| Nominating & Corporate Governance | 1 |
- Shareholder support (2025 election and Say-on-Pay):
| Item | For | Against | Withheld/Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Melanie Pump (Director) | 7,886,870 | — | 127,332 withheld | 5,891,516 |
| Say-on-Pay (advisory) | 7,787,844 | 146,466 | 74,892 abstain | 5,896,516 |
- Governance policies: Hedging by directors/officers is prohibited; company has an SEC/Nasdaq-compliant clawback policy; related person transactions: None disclosed .
Fixed Compensation
- Structure reference (on appointment): annual cash compensation of $25,000 plus $5,000 for each committee chaired (two committees = $10,000) as of Oct 2022 .
- Actual fees earned (reported):
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 35,000 | 35,000 (portion taken in stock in Sept. 2024) |
| Notes | 2023 director fee schedule reflected in total | In Sept 2024, directors elected to take part of fees in restricted stock; aggregate 26,043 shares in lieu of $22,500 across directors |
Performance Compensation
- Equity grants (non-employee director):
| Metric | 2023 | 2024 |
|---|---|---|
| RSUs Granted (units) | 40,708 | 31,998 |
| Stock Awards Fair Value ($) | 50,002 | 50,002 |
| Vesting/Performance | 2022 appointment grant (7,962 RSUs) vested 12/31/2022; indicates time-based vesting for director awards | Vesting schedule not specified for 2024 director RSUs |
Performance metrics table (director awards):
- No explicit performance metrics disclosed for non-employee director equity; evidence points to time-based vesting (e.g., 2022 grant vesting date) .
Other Directorships & Interlocks
| Company | Role | Public/Private | Interlocks/Conflicts |
|---|---|---|---|
| Mobio Technologies Inc. | Director | Not specified | No interlocks or related-party transactions disclosed |
Expertise & Qualifications
- CPA (Chartered Professional Accountant), British Columbia, Canada .
- Designated Audit Committee Financial Expert by the Board .
- Multi-company CFO experience across software and blockchain; strong financial reporting and controls background .
Equity Ownership
| Security | Beneficial Ownership | % of Outstanding | Notes |
|---|---|---|---|
| Common Stock | 43,796 shares | <1% | As of Mar 28, 2025 |
| Series V Preferred | 17,154 shares | n/a | Not included in common beneficial ownership; Series V has no voting rights; senior to common in liquidation and can be board-converted per 2024 proxy proposal |
Governance Assessment
-
Strengths:
- Independent director leading both Audit and Compensation Committees; designated Audit Committee Financial Expert, signaling strong financial governance .
- Attendance above 75% and active committee cadence (Audit 4; Compensation 2; Nominating 1 in 2024) .
- Shareholder support: 2025 re-election received 7.89M for vs. 127k withheld; Say-on-Pay passed, indicating overall investor confidence in compensation oversight .
- Alignment: Director equity grants ($50,002 in 2023 and 2024) alongside cash fees ($35,000), and partial election to take fees in stock in 2024, improve “skin-in-the-game” .
-
Potential risks/considerations:
- Combined CEO/Chair structure at BTCS places greater emphasis on independent committee leadership; presence of an Audit/Comp Chair who is a financial expert partially mitigates this, but investors typically monitor board independence structuring over time .
- No related person transactions disclosed with Pump and no hedging permitted under policy; these reduce conflict risk .
-
RED FLAGS:
- None identified specific to Pump: no related-party transactions, no hedging/pledging indicated, attendance threshold met, and solid shareholder support in latest vote .