Michael Prevoznik
BTCSAbout Michael Prevoznik
Michael Prevoznik is the Chief Financial Officer of BTCS, serving since December 1, 2021. He was 35 as of the 2025 record date, is a Certified Public Accountant (Pennsylvania), and holds a B.S. in Business Administration and a Master of Accountancy from the University of Vermont’s Grossman School of Business . During his tenure, BTCS tied executive incentives to measurable milestones, including 2024 unaudited revenue of $3,712,500 and maintaining a cash-and-crypto balance of $42.4M for 20 consecutive days, and in 2025 achieving the highest liquidity-tier milestone (> $75M for 20 consecutive days) with resulting option grants to executives . The company prohibits hedging and has adopted a clawback policy pursuant to Nasdaq and SEC Rule 10D-1 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Investment company audit specialist (financial services asset managers) | 9+ years | Big Four audit experience; controls, reporting, and investment company standards expertise |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Base Salary ($) | $175,000 | $225,000 (effective 6/1/22) | $235,125 (4.5% Annual Increase) | $245,706 (4.5% Annual Increase) | $260,000 (approved 1/1/25) |
| Allowances ($/month) | $1,000 office/phone/internet | $1,000 | $1,000 | $1,000 | — |
| 401(k) Company Match ($) | — | — | $20,500 | $22,500 | — |
| Summary Compensation Table ($) | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Salary | $14,584 | $204,167 | $235,125 | $245,706 |
| Bonus | — | — | — | $52,815 |
| Stock Awards | $175,000 | $584,922 | $117,149 | $468,958 |
| Option Awards | — | — | — | $522,223 |
| All Other Compensation | $1,000 | $32,500 | $32,500 | $34,500 |
| Total | $190,584 | $821,589 | $384,774 | $1,324,202 |
Notes:
- In September 2024, NEOs voluntarily elected to receive a portion of annual cash compensation in restricted common stock; Prevoznik received 47,397 restricted shares in lieu of $40,951 cash included in Salary .
Performance Compensation
| Annual Incentive Plan Metric (2025) | Weighting | Threshold | Target | Cutoff | Payout Range |
|---|---|---|---|---|---|
| Revenue (2025) | 75% | $4,000,000 | $8,000,000 | $20,000,000 | 20% to 250% of target incentive |
| Cash & Crypto Liquidity (any 20 consecutive days in 2025) | 25% | $39,000,000 | $60,000,000 | $75,000,000 | 65% to 125% of target incentive |
| Actual Performance Payouts (Prevoznik) | 2023 | 2024 | 2025 YTD |
|---|---|---|---|
| Cash ($) | — | $52,815 | — |
| Restricted Common Stock (Total Shares Issued) | 62,208 (13,686 withheld; 48,522 net) | 45,439 (net) | — |
| Stock Options (Count; Terms) | — | 238,551; 7-year term; $2.47 exercise; exp. 12/31/2031 | 81,613; 7-year term; $4.20 exercise; vests fully 12/31/2026 |
| Revenue/Cash Milestones (context) | — | $3,712,500 revenue; $42.4M cash & crypto for 20 consecutive days | Liquidity cutoff achieved (> $75M for 20 consecutive days) |
| RSU/Restricted Stock Grants and Vesting | Grant Date | Units | Vesting Schedule | First Vest | Status at 12/31/24 |
|---|---|---|---|---|---|
| RSUs (converted to restricted stock 12/12/24) | 12/01/2021 | 29,363 | 1/5 on 12/01/2022; remaining annually (calendar-year basis) | 12/01/2022 | 11,744 unvested |
| RSUs (time-based) | 01/01/2023 | 25,000 | 5 equal annual installments | 12/31/2023 | 15,000 unvested |
| RSUs (time-based) | 01/01/2024 | 50,000 | 5 equal annual installments | 12/31/2024 | 40,000 unvested |
| RSUs (time-based) | 01/12/2024 | 50,000 | 5 equal annual installments | 12/31/2024 | 40,000 unvested |
| Long-Term Incentive Plan (LTI) Performance RSUs | Original Targets | Revised Targets (effective 1/1/2023) |
|---|---|---|
| Market cap sustained for 30 consecutive days: $100M / $150M / $200M / $400M | $50M / $100M / $150M / $300M |
In 2024, Prevoznik received 55,556 restricted shares when LTI market cap vesting at the $50M threshold was met; Series V preferred shares tied to LTI were also issued (55,556) but are excluded from “Stock Awards” totals in the proxy summary .
Equity Ownership & Alignment
| Beneficial Ownership Snapshot | 2022 Record Date | 2023 Record Date | 2024 (as of Apr 29, 2024) | 2025 (as of Mar 28, 2025) |
|---|---|---|---|---|
| Common Shares Beneficially Owned | — | 60,731 | 477,575 | 766,463 |
| Percent of Shares Outstanding | * | * | 2.7% | 3.8% |
| Footnotes | — | — | Does not include 71,604 Series V shares | Table uses 20,181,878 shares outstanding; includes only vested or within-60-days exercisable |
| Outstanding Awards (as of 12/31/2024) | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price | Expiration | Unvested Time-Based Shares (#) | Market Value of Unvested Shares ($) | LTI Unearned Shares (#) | LTI Payout Value ($) |
|---|---|---|---|---|---|---|---|---|
| Michael Prevoznik | 238,551 | — | $2.47 | 12/31/2031 | 106,744 | $263,658 | 166,668 | $411,670 |
Alignment Policies:
- Hedging prohibited under Insider Trading Policy (officers/directors and certain employees) .
- Clawback policy adopted consistent with Nasdaq and SEC Rule 10D-1; recovery of “excess” incentive comp upon restatement within 3-year lookback (no fault required) .
- Pledging and ownership guidelines: not disclosed.
Insider selling pressure indicators:
- Net share settlement for taxes observed in 2023 awards (13,686 shares withheld) .
- Ongoing annual RSU/restricted stock vesting through 2028 and options grants (2024 and 2025) may create periodic liquidity events; option terms detailed above .
Employment Terms
| Term | Details |
|---|---|
| Start Date & Role | Appointed CFO effective 12/01/2021 |
| Contract Type | Offer letter (not a fixed-term employment agreement) |
| Initial Base Salary | $175,000 (11/30/2021 offer letter) |
| Bonus Target | One-half to two times then-current base salary; milestones set by Board and Compensation Committee |
| Allowances | $500/month telephone & internet; additional $500/month for office space if not provided |
| Benefits | Eligible for executive benefits plans; reimbursement of reasonable business expenses |
| RSU Sign-on | 29,363 RSUs; original vest: 1/5 on 12/01/2022, remainder monthly; amended Dec 2022 to annual calendar vesting |
| Base Salary Progression | $225,000 approved 6/1/2022 ; $235,125 (2023 Annual Increase) ; $245,706 (2024 Annual Increase) ; $260,000 (1/1/2025) |
| Severance / Change-of-Control | Not specifically disclosed for Prevoznik; severance and double-trigger change-of-control multiples disclosed for Allen/Handerhan (2x salary + prior-year bonus/incentive; immediate vesting of equity upon CoC) |
| Clawback | Company-wide clawback policy (Nasdaq/SEC Rule 10D-1) |
Investment Implications
- Pay-for-performance design has tightened: 2024 payouts were formulaic based on revenue and liquidity milestones, and 2025 plan weights revenue at 75% and liquidity at 25% with explicit payout curves—reducing discretionary bonus risk and improving alignment to value drivers (top-line and balance-sheet strength) .
- Vesting over multiple years and option grants with known exercise prices create foreseeable trading windows; observed tax net-settlements and scheduled vesting suggest periodic supply from insider transactions, a monitoring point for liquidity and potential selling pressure .
- Ownership rose materially during tenure (60,731 → 477,575 → 766,463), aided by equity awards and vesting, improving “skin in the game”; hedging is prohibited and a formal clawback exists—supportive of alignment. Pledging and formal ownership guidelines are not disclosed, leaving a governance gap to watch .
- Execution risk ties to achieving revenue thresholds and sustaining liquidity; the achieved 2025 liquidity cutoff (>$75M for 20 days) triggered further option awards that vest 12/31/2026, signaling confidence but also adding longer-dated potential dilution if in-the-money .