Thomas Perfumo
About Thomas Perfumo
Thomas Perfumo, age 33, was appointed to DFDV’s Board on October 21, 2025. He is a Senior Principal of Business Operations at Kraken and previously served as Head of Strategy at Kraken over an eight‑year tenure; prior to that, he was an equity long/short analyst at Moore Capital Management for three years. He has been a CFA charterholder since 2018, with expertise in event‑driven and special situations investing and strategy execution in crypto and capital markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kraken | Senior Principal, Business Operations; previously Head of Strategy | 8 years | Strategy development and execution |
| Moore Capital Management | Equity long/short analyst | 3 years | Event‑driven/special situations focus |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Kraken | Senior Principal, Business Operations | No | Leading global crypto platform; employment listed, no public board seats disclosed |
Board Governance
- Independence: The Board affirmatively determined Perfumo is independent under Nasdaq rules; he serves on all three key committees (Audit, Compensation, Nominating & Corporate Governance) .
- Committee assignments/chairs:
- Audit Committee member; chair: William Caragol. Committee members are independent and financially literate; Caragol designated “audit committee financial expert” .
- Compensation Committee member; chair: Zachary Tai .
- Nominating & Corporate Governance Committee member; chair: William Caragol .
- Attendance/engagement: The Board met 7 times in FY 2024; directors serving in 2024 had 100% attendance. Perfumo joined in October 2025, so his attendance in 2024 is not applicable; the policy expects all directors to attend annual meetings .
- Tenure on this board: Director since October 21, 2025 .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual retainer (cash) | Not disclosed for Perfumo | Director compensation section provides grants but does not specify Perfumo’s cash retainer . |
| Committee membership fees | Not disclosed for Perfumo | Not specified; prior (2024) independent directors received cash “All Other Compensation” (e.g., Caragol $68,000), but Perfumo was not serving in 2024 . |
| Committee chair fees | Not applicable | Perfumo is not a chair; Audit chair Caragol, Compensation chair Tai, Nominating chair Caragol . |
| Meeting fees | Not disclosed | Not specified for current year in proxy . |
| Indemnification & D&O insurance | Standard coverage | Company provides indemnification agreements and D&O insurance for directors . |
| Confidentiality | Proprietary Information Agreement required | Covers confidentiality obligations and survival provisions . |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Vesting | Strike/Terms | Performance Metrics |
|---|---|---|---|---|---|
| RSUs | Oct 21, 2025 | 7,000 | Vests quarterly over 1 year | N/A | No metrics disclosed (time‑based) |
| Options | N/A | — | — | — | — |
- Compensation policy constraints: Non‑employee director total equity+compensation capped at $500,000 per fiscal year; up to $750,000 in initial service year (grant date fair value basis) .
- Clawback: Awards subject to Company’s clawback policy adopted to comply with Exchange Act Rule 10D‑1 and Nasdaq listing standards .
Performance Metric Table (as applicable)
| Plan/Grant | Metric | Target | Measurement Window | Payout Curve | Notes |
|---|---|---|---|---|---|
| 2023 Plan RSUs (Perfumo) | Time‑based vesting | N/A | Quarterly over 1 year | N/A | No performance metrics disclosed . |
Other Directorships & Interlocks
| Entity | Role | Overlap/Interlock | Potential Conflict Considerations |
|---|---|---|---|
| Kraken | Employee (Senior Principal; previously Head of Strategy) | Multiple DFDV executives/directors are ex‑Kraken (Onorati CEO 2016‑2024; Tai ex‑Kraken; White ex‑Kraken; Kang ex‑Kraken) | Network concentration may influence board dynamics; no related‑party transactions with Kraken disclosed . |
Expertise & Qualifications
- CFA charterholder since 2018; financial literacy suitable for audit committee service (committee requires financial literacy) .
- Strategy and operations in crypto; corporate strategy execution at Kraken .
- Event‑driven/special situations investing background from Moore Capital .
Equity Ownership
| Category | Shares | % of Common | Notes |
|---|---|---|---|
| Common stock beneficially owned | 0 | <1% | Proxy lists Perfumo with less than 1% and no common shares at record date . |
| Series A Preferred stock | 0 | — | No preferred shares listed for Perfumo . |
| Unvested RSUs | 7,000 | — | Granted Oct 21, 2025; vests quarterly over 1 year . |
| Options (exercisable/unexercisable) | 0 | — | No option awards disclosed for Perfumo . |
| Pledged/hedged shares | Prohibited without advance approval | Insider trading policy restricts hedging/pledging without CEO/CFO approval . | |
| Ownership guidelines | Not disclosed | No director stock ownership guideline disclosure in proxy . |
Governance Assessment
-
Strengths:
- Independent director on all three core committees, enhancing oversight breadth; audit committee composed entirely of independent, financially literate members .
- CFA designation and event‑driven investment background support financial acumen; RSU grant aligns pay with shareholder value creation via equity .
- Company‑wide clawback policy and insider trading restrictions (hedging/pledging limits) bolster governance discipline .
-
Watch items / potential conflicts:
- Network concentration: Multiple board/executive members share Kraken affiliations (Onorati, Tai, White, Kang), which can reduce viewpoint diversity and heighten perceived alignment risks; no Kraken‑related transactions disclosed, but monitoring is prudent .
- Related‑party transactions elsewhere: Change‑in‑control included a loan from CEO Onorati to DeFi Dev LLC; and an asset purchase from COO White’s SolSync Solutions Partnership—these highlight the need for rigorous committee oversight and recusal processes .
- Ownership alignment: Perfumo held no common or preferred at record date; alignment relies on RSUs granted in Oct 2025. Track progression of equity holdings as RSUs vest .
RED FLAGS
- High degree of prior‑employer interlocks (Kraken) across board and management may raise concerns about independence in practice and potential groupthink .
- Recent related‑party transactions (CEO financing of change‑in‑control vehicle; asset acquisition from COO’s partnership) warrant scrutiny by independent committees to mitigate conflicts .
Notes and Omissions
- Director cash retainer, meeting fees, and any committee membership fees for Perfumo are not disclosed in the proxy; only RSU grant terms are provided .
- Attendance data for Perfumo specifically is not presented; 2024 attendance was 100% for then‑serving directors; Perfumo joined in October 2025 .
- No say‑on‑pay results, peer group benchmarking, or director stock ownership guideline disclosures specific to Perfumo are provided in the proxy sections reviewed .
Source Citations
- Appointment, age, bio and qualifications:
- Independence and committee memberships/chairs:
- Board meetings and attendance policy:
- Director compensation grants (Perfumo RSUs):
- Beneficial ownership:
- Clawback policy:
- Insider trading policy (hedging/pledging):
- Related‑party transactions (change in control; asset purchase):
- Kraken affiliations of other directors/executives: