Blake Janover
About Blake Janover
Blake Janover, age 42, is Chief Commercial Officer and a director at DeFi Development Corp. (“DFDV”). He founded the company in November 2018, served as Chairman and CEO from October 2022 until April 2025, and has been a director since 2022. His background spans multifamily and commercial real estate finance, proptech, AI and fintech; he completed Harvard Business School’s Owner/President Management Program in November 2023 and holds roles as Entrepreneur in Residence at Florida Atlantic University and NATSEC Fellow at the National War College Alumni Association. The proxy does not disclose TSR, revenue growth, or EBITDA growth tied to his tenure; annual incentive goals are set by the Compensation Committee but specific operational performance metrics are not provided .
Board service and dual-role implications
- Board tenure and roles: Director since 2022; currently serves as an executive director (Chief Commercial Officer) .
- Committee roles: Audit, Compensation, and Nominating committees are fully independent (Caragol, Perfumo, Tai); Janover is not listed as a member of any committee .
- Independence: The Board determined that Onorati (CEO/Chairman) and Janover are not independent under Nasdaq rules; governance structure combines CEO and Chairman roles, which centralizes authority but can raise oversight concerns mitigated by independent committees and a majority-independent board .
- Attendance: Directors serving in fiscal 2024 attended 100% of Board and committee meetings; individual attendance percentages for Janover are not specifically disclosed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DeFi Development Corp. | Founder; Chairman & CEO; Director; Chief Commercial Officer | 2018–present; CEO 10/2022–4/2025; CCO from 4/4/2025; Director since 2022 | Built AI-powered online CRE platform; led transition post change-in-control; ongoing commercial leadership |
| B. Elliot Companies | Leader in multifamily/real estate ventures | 2004–2019 | Involved in billions of dollars of multifamily and commercial transactions; proptech/fintech operating experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Soulpower Acquisition Corp (NYSE: SOUL) | Director | Current (as of Record Date) | Public company board experience in SPAC context |
| Harvard Business School | OPM Program 60 cohort graduate | Nov 2023 | Executive education; governance and leadership credentials |
| Florida Atlantic University | Entrepreneur in Residence | Current | Ecosystem ties; potential talent pipeline |
| National War College Alumni Association | NATSEC Fellow | Current | Strategic networks; policy insights |
| Forbes Real Estate Council | Official Member | Prior | Industry recognition and network |
| On Deck | Proptech and Scale Fellow | Prior | Startup scaling expertise |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $255,041 | $478,654 |
| Bonus ($) | $168,750 | $20,000 |
| Stock Awards ($) | $0 | $0 |
| Option Awards ($) | $0 | $0 |
| All Other Compensation ($) | $128,267 (management fees paid to Blake Elliot, Inc.) | $0 |
| Total ($) | $552,058 | $498,654 |
Notes: “All other compensation” reflects fees paid to an entity wholly owned by Janover in 2023; none in 2024 .
Performance Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Target annual bonus (% of base) | 50% (per employment agreement; goals set by Compensation Committee) | 50% (per employment agreement; goals set by Compensation Committee) |
| Actual annual bonus paid ($) | $168,750 | $20,000 |
| Performance metrics | Not disclosed (committee-set performance goals) | Not disclosed (committee-set performance goals) |
| Vesting (cash bonus) | N/A (cash) | N/A (cash) |
Equity awards tied to ongoing performance:
- RSUs: 70,000 granted on April 9, 2025; vest over 4 years (time-based); specific performance conditions are not disclosed for this grant .
Equity Ownership & Alignment
| Metric | As of Record Date (Oct 24, 2025) |
|---|---|
| Common shares owned | 8,281 (less than 1%) |
| Ownership % of common | <1% |
| Unvested RSUs | 70,000 granted 4/9/2025; vest over 4 years |
| Options (exercisable/unexercisable) | None outstanding at 12/31/2024 |
| Pledging/Hedging | Company policy prohibits hedging, short sales, options trading, margin accounts, or pledging without CEO/CFO advance approval |
| Stock ownership guidelines | Not disclosed |
Vesting and potential selling pressure:
- The 70,000 RSUs vest over four years from April 9, 2025, introducing periodic delivery of shares; company policy restricts hedging/pledging without approval, which mitigates alignment risks .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement date and role | Employment agreement dated October 10, 2022 (CEO/Chairman role at that time); Janover became CCO on April 4, 2025; no amended CCO agreement text disclosed |
| Initial term and auto-renewal | 2-year initial term from IPO closing; auto-renews annually unless notice 90 days prior to renewal |
| Base salary (agreement) | $375,000 initial year; $475,000 subsequent year; subject to Board/Compensation Committee review |
| Target bonus | 50% of base salary; payable to extent performance goals achieved (goals set by Compensation Committee) |
| Severance (no cause) | Base salary continuation up to the earlier of term end or first anniversary; if termination after first anniversary, 18 months; also prior-year bonus if earned but unpaid and pro-rata current year bonus |
| Change-in-control cash bonus | If CIC occurs: cash bonus equal to 2x base salary, payable within 15 days after CIC certification |
| CIC severance (double trigger) | If CIC and termination without cause or for Good Reason within 24 months: severance equal to 2x (base salary + full target bonus for year of termination), plus vested benefits under incentive plans |
| Equity acceleration at CIC termination | Immediate vesting of options (exercisable up to the earlier of 3 years post-termination or option expiration), lapse of restrictions on RS/RSUs, and performance awards deemed at target |
| Cause/Good Reason definitions | Detailed definitions including refusal to perform, misconduct, regulatory issues, felony, fiduciary breach (Cause), and material pay reduction, role reduction, material breach, or relocation >50 miles (Good Reason) with cure periods |
| Clawback policy | Mandatory recovery of erroneously awarded incentive-based compensation for restatements; 3-year lookback; applies regardless of misconduct; administered by Compensation Committee; adopted 11/27/2023, effective 12/1/2023 |
| Retirement plans/perquisites | No retirement plans offered; executives reimbursed for reasonable business expenses; perquisites beyond reimbursement not detailed |
Related Party Transactions and Ownership Changes
- Change-in-control sale by Janover: On April 4, 2025, Janover sold 5,100,424 common shares (≈51.0% of then-outstanding) and 10,000 Series A Preferred shares (10,000 votes per share) to Defi Dev LLC and 3277447 Nova Scotia Ltd. for an aggregate $4,000,000; this constituted a change in control of the Company .
- 2023 payments to related entity: $128,267 paid to Blake Elliot, Inc., an entity wholly owned by Janover; included in general and administrative expenses and reflected in his “all other compensation” .
Board Governance
- Committees and chairs: Audit (Caragol-Chair), Compensation (Tai-Chair), Nominating & Corporate Governance (Caragol-Chair); all members independent under Nasdaq and Exchange Act rules .
- CEO + Chairman combined: Onorati is both CEO and Chairman; the Board cites benefits of unified leadership; independence mitigants include majority-independent board and independent committees .
- Director independence: Janover and Onorati are not independent; Caragol, Perfumo, Tai are independent .
- Non-employee director compensation limit: Equity and other compensation capped at $500,000 per fiscal year ($750,000 initial year) under the 2023 Plan (value based on grant-date fair value) .
Director and Executive Equity Grants (2025 highlights)
| Grant | Date | Amount | Terms |
|---|---|---|---|
| Blake Janover RSUs | 4/9/2025 | 70,000 RSUs | Vest over 4 years under the 2023 Plan |
| Plan capacity and dilution context | As of 10/24/2025 | 3,500,000 shares authorized under 2023 Plan; proposal to increase to 5,000,000 (2,443,305 available for future awards upon approval); outstanding 1,482,067 options and 249,375 RSUs under the plan as of record date |
Risk Indicators & Red Flags
- Combined CEO/Chairman role may reduce independent oversight; mitigated by committee independence but remains a governance consideration .
- Equity plan permits repricing/modification of options/stock appreciation rights without stockholder approval, which can be shareholder-unfriendly if used imprudently .
- Significant authorized share increases proposed (Common to 1,000,000,000; Preferred to 1,000,000,000) could enable dilution; Board cites capital flexibility; anti-takeover effects noted as possible .
- Insider trading policy prohibits hedging/pledging, margin accounts, and options trading without CEO/CFO approval, which supports alignment .
Equity Ownership & Voting Power Landscape (context)
| Holder | Common Shares | % Common | Series A Pref | % Series A Pref | Voting Power |
|---|---|---|---|---|---|
| Blake Janover | 8,281 | <1% | — | — | — |
| All directors/officers (7) | 5,796,713 | 19.24% | 10,000 | 100.00% | 81.30% |
| Defi Dev LLC | 2,884,287 | 9.98% | 5,500 | 55.00% | 44.48% |
| 3277447 Nova Scotia Ltd. | 2,216,137 | 7.67% | 4,500 | 45.00% | 36.29% |
Note: 30,123,949 common shares outstanding and 10,000 Series A Preferred outstanding as of Record Date; Series A carries 10,000 votes per share .
Compensation Structure Analysis
- Cash vs equity mix: 2023 compensation included base, sizable cash bonus, and related-party fees; no equity grants. 2024 compensation shifted to higher base salary, a much smaller bonus, and again no equity grants; RSUs awarded in 2025 initiate longer-term equity alignment .
- At-risk pay: Annual incentive target set at 50% of base; actual payouts show variability (2023 vs 2024), indicating discretion and performance sensitivity, but specific KPI targets are undisclosed .
- Equity shift: Introduction of 70,000 time-based RSUs in 2025 increases retention incentives and potential future selling cadence upon vesting; no options outstanding at 2024-year end .
- Clawback: Robust, restatement-triggered clawback policy enhances pay-for-performance alignment .
Employment & Retention Considerations
- Tenure and role transition: Founder and prior CEO; remained with the company as CCO post change-in-control in April 2025, suggesting continuity of commercial strategy leadership .
- Severance/CIC economics: Potential for substantial payouts and full equity acceleration upon CIC-related termination, which could influence retention and negotiation dynamics in strategic transactions .
- Contracts and restrictions: Proprietary Information Agreement obligations; Cause/Good Reason construct; non-compete specifics not disclosed .
Investment Implications
- Alignment and overhang: The 70,000 RSU grant aligns Janover’s incentives with shareholder value creation over four years; insider hedging/pledging restrictions support alignment. However, proposed increases to authorized shares and plan capacity create potential dilution and compensation overhang that investors should monitor .
- Governance risk: CEO/Chairman combination and Janover’s non-independent director status heighten reliance on independent committees; ensure committee independence persists and monitor any option repricing or award modifications under the plan .
- Transaction signaling: Janover’s sale of control and continued CCO role post-CIC may indicate strategic repositioning; severance/CIC terms could affect behavior around future strategic alternatives and retention risk .
- Pay-for-performance: Limited disclosure on specific performance metrics constrains external assessment of incentive rigor; observed variability in bonus outcomes implies some performance sensitivity, but investors should seek detail on KPI frameworks in future disclosures .