Darin Myman
About Darin Myman
Darin Myman, age 60, is DatChat’s Chief Executive Officer and Chairman, serving in these roles since January 2015 and leading strategy, product pivots (Myseum, RPM Interactive) and capital decisions . DatChat’s latest financials show minimal revenues and persistent losses, with FY 2024 revenue of $436 and net loss of $5,025,007; FY 2023 revenue was $672 and net loss was $8,404,970, indicating ongoing execution and monetization challenges despite reduced operating expenses year over year .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($USD) | $672 | $436 |
| Net Loss ($USD) | $(8,404,970) | $(5,025,007) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BigString Corporation | Co-founder, CEO; Director | Since Oct 2005 | Built/marketed self-destructing messaging IP; public-company governance experience |
| Wally World Media (OTC: WLYW) | Co-founder, CEO | — | Early-stage media tech operator experience |
| PeopleString | CEO; Director | — | Social/media platform leadership |
| LiveInsurance.com | Co-founder, CEO | — | Pioneered online insurance brokerage storefront |
| Westminster Securities | Vice President, Online Brokerage Services | — | Brokerage operations and online distribution expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current external public company directorships disclosed |
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($USD) | $450,000 | $450,000 |
| Annual Bonus Paid ($USD) | $300,000 | $300,000 |
| Target Bonus | Up to $350,000 per Employment Agreement (committee discretion on criteria) | Up to $350,000 per Employment Agreement (committee discretion on criteria) |
Notes:
- Bonus metrics/weightings are not disclosed in the proxy; the Employment Agreement allows up to $350,000 and may be increased at the Compensation Committee’s discretion .
Performance Compensation
- No PSU/RSU performance metric framework or formulaic annual bonus metrics disclosed for the CEO; compensation committee retains discretion (no quantitative targets published) .
Equity Ownership & Alignment
| As-of Date | Beneficial Shares | Vested Options Included | Ownership % |
|---|---|---|---|
| Oct 18, 2024 (record date) | 200,000 | 25,000 vested options | 6.45% |
| Jun 12, 2025 (record date) | 250,000 | 75,000 vested options | 4.90% |
Additional equity details:
- Options outstanding (CEO): 25,000 options exercisable at $350.00, expiring 9/28/2026 ; the 2025 beneficial ownership table reflects 75,000 vested options included in beneficial stake .
- Company anti-hedging policy: No current policy prohibiting hedging transactions for employees/officers/directors (alignment risk) .
- Pledging status and ownership guidelines: Not disclosed .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement | Effective Aug 15, 2021; base salary $450,000; annual bonus up to $350,000 (can be increased by Compensation Committee upon additional criteria); auto-renews annually unless six months’ prior notice |
| Severance (death/disability) | 24 months base salary; COBRA premium share equivalent to active employee for 24 months; pro-rated bonus; plus accrued amounts |
| Severance (without cause / Good Reason / CEO 90-day notice / within 40 days of Change in Control Transaction) | Receives Severance as above; pro-rated Annual Bonus of at least $200,000; immediate vesting of equity grants upon termination by CEO for Good Reason or by Company without Cause/90-day notice |
| Change-in-Control (equity plan) | Administrator may accelerate vesting and lapse restrictions at discretion; may also terminate awards for cash or allow options/SARs to expire upon consummation; CIC defined at >50% ownership change, board turnover, merger/consolidation, or sale of substantially all assets |
Clawbacks:
- Equity plan includes restatement-based clawback for Section 16 officers (preceding 3 years) and Exchange Act 10D-1 executive officers, irrespective of fault; calculated on pre-tax basis .
Board Governance
- Roles: Combined Chairman and CEO (Darin Myman); Board believes structure appropriate given size; no Lead Independent Director position created .
- Independence: Majority independent (Linsley, Luogameno, Nelson); CEO and CTO are management directors .
- Committees:
- Audit Committee: Linsley (Chair), Luogameno, Nelson; all independent; Linsley is audit committee financial expert .
- Compensation Committee: Linsley (Chair), Luogameno, Nelson .
- Nominating & Corporate Governance Committee: Linsley (Chair), Luogameno, Nelson .
- Meetings/attendance: FY 2024 Board met 3 times; 4 audit, 1 compensation, 1 nominating meetings; no director attended fewer than 75% combined meetings . FY 2023 Board met 3 times; 5 audit, 1 compensation, 1 nominating; similar attendance disclosure .
- Director cash compensation (for non-employee directors FY 2024): Linsley $60,000; Nelson $36,000; Luogameno $36,000 .
Related Party Transactions
- On Jan 10, 2024, VR Interactive LLC, 45% owned by Darin Myman and 3.75% owned by CTO Peter Shelus, purchased 8,000,000 shares of RPM Interactive (DatChat subsidiary) for $120,000, becoming a 25% non-controlling interest holder; Myman is a partner in VR Interactive LLC .
Compensation Structure Analysis
- Mix and trends: CEO pay remains heavily cash-based with $450,000 salary and $300,000 bonus paid in both 2023 and 2024; no new stock/option awards disclosed for CEO in those years .
- Discretionary bonuses: Bonus paid despite minimal revenues ($436 in FY 2024) and continuing net losses ($5.0M in FY 2024; $8.4M in FY 2023), indicating limited disclosed pay-for-performance linkage .
- Equity pool expansion: Share reserve under the Omnibus Plan increased from 300,000 to 600,000 (approved Dec 2024), and proposed increase to 1,000,000 for 2025 to maintain talent incentives; burn rate history shown; potential dilution noted by company .
Risk Indicators & Red Flags
- Anti-hedging policy absent for employees/officers/directors, weakening alignment safeguards .
- Section 16 delinquency: FY 2023 disclosure notes Darin Myman and three directors failed to timely report a transaction on Form 4 (suggests at least one insider transaction not timely filed) .
- Internal control weaknesses: FY 2024 10-K reports material weaknesses in internal controls (segregation of duties, review, systems), with disclosure controls deemed not effective .
- Persistent losses and minimal monetization: Revenues of $436 and net loss of $5.0M in FY 2024; cash used in operations $4.39M, indicating continued funding needs and execution risk .
- Single-trigger elements: Employment agreement provides severance within 40 days of consummation of a change-in-control transaction (single-trigger severance), plus accelerated vesting under certain termination scenarios .
Equity Awards (Options)
| Grant | Status | Strike | Expiration |
|---|---|---|---|
| Stock Options (25,000) | Exercisable | $350.00 | 9/28/2026 |
Director Compensation (for Board context)
| Name | Cash Fees ($) | Options ($ FV) | Total ($) |
|---|---|---|---|
| Wayne Linsley | $60,000 | $0 | $60,000 |
| Joseph Nelson | $36,000 | $0 | $36,000 |
| Carly Luogameno | $36,000 | $0 | $36,000 |
Investment Implications
- Alignment: Beneficial ownership of ~4.90% (including vested options) supports some “skin-in-the-game,” but absence of anti-hedging and lack of ownership guidelines reduce alignment assurance; CEO options are far out-of-the-money at $350 strike, limiting near-term realizable equity incentive .
- Pay-for-performance: Significant cash bonus paid in consecutive years amid minimal revenues and losses, with no disclosed performance metrics, raises pay discipline concerns; the compensation committee retains broad discretion .
- Governance: Combined CEO/Chair, no Lead Independent Director, and related-party transactions at the subsidiary level warrant close monitoring of board oversight and independence in capital allocation and strategic pivots .
- Retention economics: Rich severance (24 months salary plus at least $200,000 pro-rated bonus) and single-trigger CIC element can elevate retention but may also signal shareholder cost in change-of-control scenarios; equity acceleration features add to CIC optics .
- Execution risk: Pivot to Myseum and RPM Interactive amid low monetization, internal control weaknesses, and compliance lapses suggest elevated operational and governance risk requiring tighter KPIs and compensation metrics to align pay with traction milestones .
Data gaps: No disclosure of performance bonus metrics/weights, ownership guidelines, pledging status, or detailed RSU/PSU schedules. Insider transaction details (Form 4) are not contained in proxies/10-K; FY 2023 delinquency indicates at least one missed Form 4 filing by CEO, but specifics are unavailable in these documents .