Fei (John) Han
About Fei (John) Han
Fei “John” Han has served as Chief Financial Officer of DeFi Development Corp. (DFDV) since April 17, 2025, bringing 15+ years across traditional finance and crypto, including CFO at Provable, senior finance roles at Binance (VP Finance; Head of Finance for EMEA, LATAM, Canada), Strategic Finance at Kraken, equity research at Goldman Sachs, and investing roles at Nezu Asia Capital and Driehaus Capital . Under current strategy focused on growing “SOL per share,” DFDV guided to 0.165 SPS by June 2026 and 1.000 by December 2028, and disclosed Q3 2025 leverage of Debt/Equity 68%, Debt/Assets 51% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Provable | Chief Financial Officer | Not disclosed | Senior financial leadership at blockchain company |
| Binance | Vice President of Finance; Head of Finance (EMEA, LATAM, Canada) | Not disclosed | Led regional finance; scaled operations across multiple geographies |
| Kraken | Strategic Finance | Not disclosed | Key role in scaling the business during rapid growth |
| Goldman Sachs | Equity Research | Not disclosed | Early-career analytical foundation in public markets |
| Nezu Asia Capital; Driehaus Capital | Investor | Not disclosed | Buy-side investing experience in public/private equities |
External Roles
| Organization | Role | Years | Note |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed; Han is not listed as a director in the proxy |
Fixed Compensation
| Item | Value | Source |
|---|---|---|
| Base Salary | $450,000 | |
| Target Bonus % | 65% of base | |
| Actual Bonus Paid (2025) | Not disclosed |
Performance Compensation
| Metric/Instrument | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus | Not disclosed | 65% of base | Not disclosed | Not disclosed | N/A |
| Stock options (2023 Plan) | N/A | Grant of 180,985 shares | N/A | N/A | 4-year vesting from grant; strike $3.91; grant date April 9, 2025 |
Additional equity plan context:
- Company equity plans (2021 and 2023) cover options, RSUs, performance awards; administrator may accelerate vesting on change-in-control; awards subject to clawback policy .
Equity Ownership & Alignment
| Security | Amount | % of Class / Voting Power | Notes |
|---|---|---|---|
| Common Stock | — | <1% | No common shares listed for Han as of record date; less than 1% |
| Series A Preferred Stock | 1,000 shares | 10.00% of Series A; 7.68% total voting power | Held via DeFi Dev LLC; Han is a member and disclaims beneficial ownership except pecuniary interest |
| Stock options (unvested) | 180,985 | N/A | Qualified stock options under 2023 Plan; strike $3.91; 4-year vest |
| Pledging/Hedging | Prohibited without advance CEO/CFO approval | Policy-level restriction | Insider trading policy prohibits pledging, margin accounts, short sales, options trading without approvals |
| Clawback | Mandatory recovery if restatement | Applies to executive officers | 3-year lookback; administered by Compensation Committee |
Insider trading filings:
- Initial Form 3 filed April 23, 2025 (Han as reporting person) .
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Start Date | April 17, 2025 (appointed CFO) | |
| Base + Target Bonus | $450,000 base; 65% target bonus | |
| Equity Eligibility | Equity awards per Compensation Committee | |
| Termination (without cause or for good reason) | Final compensation; payment of earned but unpaid prior-year bonus if termination after year-end and before bonus payment | |
| Change-in-control (within 6 months; double-trigger) | Lump sum equal to 2x base salary; full acceleration of all unvested equity; 12 months health insurance | |
| Restrictive Covenants | Subject to certain restrictive covenants | |
| Clawback | Company-wide clawback policy applies | |
| Insider Trading | Trading, hedging, pledging restricted per policy |
Performance & Track Record
- Company capital markets activity under current leadership includes: $125M equity PIPE with Cantor at $12.50 per share (Aug 2025); ELOC usage of ~$58.2M net proceeds with ~2.9M shares issued and ~$4.9B capacity remaining; buyback program authorized up to $100M (policy not to pre-announce execution) .
- Strategic focus and KPIs emphasized by management include maintaining ~10% average organic yield (AOY) and growing SOL per share; Q3 2025 AOY commentary reiterated ~10% guidance amid increased on-chain allocation .
Compensation Committee & Governance
- Compensation Committee members: Zachary Tai (Chair), William Caragol, Thomas Perfumo; all independent per Nasdaq; committee administers equity plans, severance/change-of-control protections, and executive compensation policies .
- Clawback policy adopted November 27, 2023 to comply with Exchange Act Rule 10D-1 and Nasdaq listing rules; mandates recovery of erroneously awarded incentive-based compensation upon restatement .
Related Party & Ownership Structure Considerations
- April 4, 2025 change-in-control transaction: DeFi Dev LLC and 3277447 Nova Scotia Ltd. purchased 51.0% of common and all 10,000 Series A Preferred (aggregate $4,000,000); DeFi Dev LLC manager is Parker White; Han is a member of DeFi Dev LLC and disclaims beneficial ownership except for pecuniary interest .
- Series A Preferred carries 10,000 votes per share; as of record date, Han’s 1,000 Series A shares equate to 7.68% of total voting power .
Compensation Structure Analysis
- Mix: Cash salary with a high at-risk annual bonus (65% target), complemented by sizable stock options (180,985 shares; 4-year vest), which aligns long-term incentives to equity value but details of performance metrics for cash bonus are not disclosed .
- Change-in-control terms include double-trigger severance (2x base) and full vesting acceleration, which can create retention during M&A but also potential windfalls upon transactions; clawback policy mitigates risk of erroneous awards .
Risk Indicators & Red Flags
- Dilution capacity: Board is seeking authorization to increase Common Stock to 1,000,000,000 and Preferred Stock to 1,000,000,000; substantial reserved shares outstanding across options, RSUs, notes, warrants, ELOC, and dividend warrants indicate high potential dilution mechanics as capital strategy scales .
- Leverage: Q3 2025 leverage metrics disclosed at Debt/Equity 68% and Debt/Assets 51%, increasing execution risk through cycles .
- Insider share lending: Management states insider shares cannot be lent and are restricted by brokerage/insider controls, potentially reducing short interest supply from insiders .
- Related party activity: Asset purchase from Solsync Solutions (Parker White’s partnership) and control interests held by DeFi Dev LLC managed by White merit ongoing audit committee oversight .
Investment Implications
- Alignment: Han’s equity-linked incentives and Series A voting power (7.68%) align him with control and long-term equity outcomes; insider policies prohibit pledging/hedging, and company has a clawback policy, improving governance signals .
- Retention: Double-trigger change-of-control economics (2x base; full vesting) support retention through strategic transactions but could accelerate equity on deals, affecting dilution profiles .
- Selling/dilution pressure: Four-year option vesting plus large authorized share proposals, ELOC capacity, and multiple convertible/warrant overhangs suggest ongoing potential issuance; buybacks may opportunistically offset when trading below NAV, per management commentary .
- Execution risk: Strategy relies on sustained capital raising and on-chain yield generation (~10% AOY); leverage and complex capital stack elevate financial and market risk through crypto cycles .