Joseph Onorati
About Joseph Onorati
Joseph Onorati, age 42, has served as Chief Executive Officer and Chairman of the Board since April 4, 2025; his Employment Agreement became effective April 15, 2025 . He previously served as Chief Strategy Officer at Kraken Digital Asset Exchange (2016–2024) and was interim CEO of CaVirtEx (2013–2015) until its sale to Coinsetter, which was later acquired by Kraken; he holds a master’s degree in economics with a focus on monetary theory and has a background in public policy and crypto advisory roles . Under his tenure, consolidated quarterly revenue increased to $1.986 million in Q2 2025 from $0.441 million in Q2 2024, with operating income of $17.190 million driven largely by gains from digital assets under the new treasury strategy adopted in April 2025 .
Selected performance during his tenure
| Metric | Q2 2024 | Q2 2025 |
|---|---|---|
| Consolidated Revenue ($000s) | $441 | $1,986 |
| Operating Income ($000s) | $(852) | $17,190 |
| Net Income ($000s) | $(805) | $15,432 |
| Gain from change in fair value of digital assets ($000s) | — | $21,194 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kraken Digital Asset Exchange | Chief Strategy Officer | 2016–2024 | Led strategy at a major crypto exchange |
| CaVirtEx (Canada’s first Bitcoin exchange) | Interim CEO | 2013–2015 | Sold CaVirtEx to Coinsetter; later acquired by Kraken |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | Proxy lists Onorati’s executive and board roles at DFDV; no other current public company directorships disclosed for him |
Fixed Compensation
| Component | Amount/Term | Notes |
|---|---|---|
| Base Salary | $574,000 per year | Effective April 15, 2025 |
| Target Annual Bonus | 65% of base salary | Performance-based cash bonus; metrics set by Compensation Committee |
| Retirement Plans | None offered | Executive officers do not have retirement plans |
| Perquisites | Expense reimbursement | Reimbursement for reasonable business expenses |
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting | Grant Details |
|---|---|---|---|---|---|---|
| Annual Performance Bonus | Performance-based (Committee-determined) | Not disclosed | 65% of base salary | Not disclosed | Cash when approved | — |
| Stock Options (Qualified) | Equity alignment | — | — | — | Vests over 4 years | 301,980 options at $3.91 strike; grant date April 9, 2025 under 2023 Plan |
Clawback: All incentive awards subject to the Company’s Clawback Policy adopted to comply with Nasdaq Rule 10D-1; three-year lookback for erroneously awarded incentive-based compensation in case of restatement . Plan terms permit repricing or cancel-for-cash of options/SARs without stockholder approval (red flag) .
Equity Ownership & Alignment
| Holding | Quantity | % of Class | Vehicle | Voting Power |
|---|---|---|---|---|
| Common Stock | 2,216,137 shares | 7.36% (of 30,123,949 outstanding) | Held via 3277447 Nova Scotia Ltd. (Onorati president/director) | — |
| Series A Preferred | 4,500 shares | 45.00% (of 10,000 outstanding) | Held via 3277447 Nova Scotia Ltd. | 36.29% aggregate voting power |
| Stock Options | 301,980 shares | — | Qualified options under 2023 Plan; $3.91 strike | Vests over 4 years |
- Voting structure: Each Series A Preferred share carries 10,000 votes per share on matters voted with Common Stock, unless prohibited by law .
- Hedging/pledging: Policy prohibits hedging, short-term/speculative trading, margin/pledging without advance approval from CEO and CFO .
- Stock ownership guidelines: Not disclosed in proxy .
Employment Terms
| Term | Provision | Details |
|---|---|---|
| Role & Effective Date | CEO & Chairman; Employment Agreement effective | Appointed April 4, 2025; Agreement effective April 15, 2025 |
| Termination (no cause/good reason) | Final Compensation | Accrued base salary, approved expenses, and other due benefits; earned but unpaid prior-year bonus if termination after year-end and before bonus paid |
| Change-in-Control Severance | Double-trigger | If terminated without cause or for good reason within six months following a change in control: lump sum equal to 2× base salary, full acceleration of all unvested equity awards, and 12 months of continued health coverage |
| Restrictive Covenants | Non-compete/other | Subject to restrictive covenants set forth in the Employment Agreement (details not disclosed) |
| Indemnification & D&O Insurance | Broad protection | Certificate/Bylaws provide indemnification to fullest extent under DGCL; separate indemnification agreements and D&O insurance maintained |
Board Governance
- Board service: Chairman and CEO since 2025; age 42; Director since 2025 .
- Board leadership: Combined CEO/Chairman structure; Board cites benefits of clear leadership and single chain of command under Onorati .
- Independence: Board affirmed Messrs. Caragol, Perfumo, Tai as independent directors under Nasdaq rules; committee memberships comprised of independent directors .
- Committees:
- Audit Committee: Caragol (Chair), Perfumo, Tai; Caragol designated “audit committee financial expert” .
- Compensation Committee: Tai (Chair), Caragol, Perfumo; CEO not present when his compensation is deliberated .
- Nominating & Corporate Governance: Caragol (Chair), Perfumo, Tai .
- Attendance: In FY 2024, directors attended 100% of Board and committee meetings during their service period .
Related Party Transactions
- Change in Control (April 4, 2025): Blake Janover sold 5,100,424 Common and 10,000 Series A Preferred shares for $4,000,000; Defi Dev LLC purchased 2,884,287 Common and 5,500 Series A for $2,255,338; 3277447 Nova Scotia Ltd. (Onorati-controlled) purchased 2,216,137 Common and 4,500 Series A for $1,744,662; a portion of Defi Dev’s funds came from a loan from Joseph Onorati; transaction constituted a change in control .
Risk Indicators & Red Flags
- Option repricing capability: 2023 Plan allows reducing exercise price or cancel-for-cash/exchange without stockholder approval (potential pay-for-performance misalignment) .
- Voting concentration: Significant voting power consolidation through Series A Preferred (36.29% voting power attributed to Onorati’s affiliated entity), which may dilute minority influence .
- Combined CEO/Chair role: Governance risk due to dual role; Board currently endorses this structure .
- Capital authorization expansion: Proposals to increase authorized common to 1,000,000,000 and authorized preferred to 1,000,000,000, alongside large share reserves for options, RSUs, notes, warrants, ELOC, may signal future dilution risk .
- Insider trading policy: Restrictions on hedging/pledging and speculative trading mitigate alignment risks, subject to approvals .
- Legal proceedings: None disclosed for officers/directors .
Compensation Structure Analysis
- Cash vs equity: Mix includes fixed base ($574k) and at-risk bonus (65% target) plus multi-year option grant (301,980 at $3.91); specific performance metrics and weights for bonus not disclosed, indicating Committee discretion .
- Plan flexibility: Administrator may amend award terms and reprice equity awards without stockholder approval (potential red flag for shareholder-friendly practices) .
- Clawback: Robust Nasdaq-compliant clawback spanning three fiscal years for restatements improves downside accountability .
- Equity pool: Substantial equity plan share reserve increases and multiple financing instruments reserved could increase future dilution .
Equity Ownership & Alignment – Detail
| Category | Detail |
|---|---|
| Beneficial Ownership | 2,216,137 Common via 3277447 Nova Scotia Ltd.; 7.36% of Common |
| Preferred Voting | 4,500 Series A Preferred (45% of class); each Series A = 10,000 votes; aggregate voting power 36.29% |
| Options | 301,980 qualified options at $3.91; vest over 4 years from April 9, 2025 |
| Pledging/Hedging | Prohibited without prior approval; short-term/speculative trades restricted |
Employment & Contracts – Economics Summary
| Topic | Provision |
|---|---|
| Severance (Baseline) | Final Compensation (accrued salary, expenses, benefits); earned prior-year bonus if termination after year-end and before bonus is paid |
| Change-in-Control | Double trigger: termination within six months post-CIC → 2× base salary lump sum, full acceleration of unvested equity, 12 months health coverage |
| Covenants | Restrictive covenants in agreement (details not disclosed) |
Investment Implications
- Alignment: Material equity stake via affiliated entity (7.36% Common; 36.29% voting power including Series A) plus multi-year option grant suggest strong skin-in-the-game and long-term alignment; clawback policy adds accountability .
- Retention/pressure: Four-year option vesting without disclosed RSUs implies equity exposure with potential future liquidity events at vest dates; double-trigger CIC economics are moderate (2× base) and include full acceleration, reducing departure friction in change-in-control scenarios .
- Governance risk: Combined CEO/Chair structure and ability to reprice equity awards without stockholder approval increase governance risk; significant authorized share increases and large reserves across financing instruments raise dilution risk and may affect trading dynamics .
- Performance lens: Q2 2025 outperformance was driven by digital asset treasury gains ($21.194 million), not core operating expansion, which may add volatility to earnings quality; SaaS momentum in real estate is improving but smaller scale relative to treasury segment .
Board service note: Onorati serves as both Chairman and CEO; Board committees (Audit, Compensation, Nominating) are chaired by independent directors, with the Compensation Committee excluding officer presence during deliberations on officer pay, partially mitigating dual-role concerns .