William Caragol
About William Caragol
William Caragol (age 58) is an independent director of DeFi Development Corp. (DFDV), appointed effective July 24, 2023. He holds a B.S. in business administration and accounting from Washington & Lee University, is a member of the AICPA, and is designated by the Board as an “audit committee financial expert.” His background includes CFO roles and public company directorships in fintech/EV and SPAC contexts, alongside corporate advisory work.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DeFi Development Corp. (DFDV) | Independent Director | Appointed Jul 24, 2023; standing for re-election at 2025 AGM | Audit Chair; Nominating & Corporate Governance Chair; Compensation Committee member; Audit Committee “financial expert” |
| DeFi Development Corp. (DFDV) | Audit Committee Member | Active through FY2024 and FY2025 | Chair; oversees financial reporting, controls, auditor selection; anonymous whistleblowing procedures |
| DeFi Development Corp. (DFDV) | Nominating & Corporate Governance Committee Member | Active through FY2024 and FY2025 | Chair; director selection, committee composition, Board evaluation |
| DeFi Development Corp. (DFDV) | Compensation Committee Member | Active through FY2024 and FY2025 | Reviews/sets exec and director pay; administers equity plans; succession planning (Chair: Zachary Tai) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mainz Biomed N.V. (NASDAQ: MYNZ) | Chief Financial Officer | Since Jul 2021 | Diagnostics company; role indicates capital markets/financial operations experience |
| Worksport Ltd. (NASDAQ: WKSP) | Director | Served (dates not specified) | EV/alternative energy sector board role |
| Greenbox POS (NASDAQ: GBOX) | Director | 2021 – Apr 2023 | Fintech/payments; prior directorship |
| Iron Horse Acquisitions Corp. (NASDAQ: IROH) | Chief Operating Officer | Since Nov 2021 | SPAC operating role |
| Quidem LLC | Managing Director | 2018 – Present | Corporate advisory; governance/advisory credentials |
Board Governance
- Independence: The Board affirmatively determined Caragol is independent under Nasdaq Rule 5605; Audit, Compensation, and Nominating committees are fully independent.
- Committee leadership: Caragol chairs Audit and Nominating & Corporate Governance; member of Compensation. He is deemed an “audit committee financial expert.”
- Attendance: In FY2024, the Board met seven times (plus nine unanimous written consents); all directors attended 100% of Board and committee meetings during their service.
- Information security oversight: CEO reports at least annually to the Audit Committee and full Board on information security and data privacy risks.
- Board leadership: CEO serves concurrently as Chair; Board cites clearer leadership as rationale. Governance trade-off for independence optics.
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Cash/All Other Compensation ($) | $68,000 |
| Stock Awards ($) | $2,500 |
| Total ($) | $70,500 |
Notes: Proxy does not itemize per-meeting fees; amounts reflect aggregate annual retainer/fees and grant-date fair value for equity under ASC 718.
Performance Compensation
| Grant Date | Award Type | Shares/Units | Exercise Price | Vesting Schedule | Grant-Date Fair Value |
|---|---|---|---|---|---|
| Jul 24, 2023 | Non-qualified Stock Options | 87,500 | $4.57 | Vests over 4 years | Not disclosed (consulting consideration) |
| Jul 26, 2024 | RSUs | 21,875 | N/A | Vests over 2 years | Not disclosed |
| Feb 10, 2025 | Non-qualified Stock Options | 87,500 | $0.76 | Vests over 4 years | Not disclosed |
| Apr 9, 2025 | RSUs | 21,875 | N/A | Vests over 4 years | Not disclosed |
| Performance Metrics Tied to Director Equity | Disclosure |
|---|---|
| Financial/ESG/TSR metrics | Not disclosed for director awards; time-based vesting described without specific performance goals. |
Plan mechanics and safeguards: Non-employee directors are eligible for awards (excluding ISOs); annual non-employee director compensation cap $500,000 ($750,000 initial year). Awards are subject to the Company’s clawback policy and may accelerate upon change in control for outside directors per plan terms.
Other Directorships & Interlocks
| Company | Listing | Role | Overlap/Interlock Considerations |
|---|---|---|---|
| Mainz Biomed N.V. | NASDAQ: MYNZ | CFO | External full-time CFO role; no disclosed transactions with DFDV. |
| Worksport Ltd. | NASDAQ: WKSP | Director (served) | No disclosed DFDV dealings. |
| Greenbox POS | NASDAQ: GBOX | Director (2021–Apr 2023) | No disclosed DFDV dealings. |
| Iron Horse Acquisitions Corp. | NASDAQ: IROH | COO | SPAC role; no disclosed DFDV dealings. |
Expertise & Qualifications
- Licensed/credentialed financial expert with AICPA membership; designated as Audit Committee financial expert.
- Public company CFO experience (Mainz Biomed) and SPAC operations (Iron Horse), plus board roles in EV/fintech sectors.
- Corporate advisory (Quidem LLC) background supports governance, risk oversight, and capital markets fluency.
Equity Ownership
| Holder | Common Shares | % of Shares Outstanding | Unexercised Options (Not Included) | Unvested RSUs (Not Included) |
|---|---|---|---|---|
| William Caragol | 30,625 | <1% (*) | 87,500 (7/24/2023, $4.57); 87,500 (2/10/2025, $0.76) | 21,875 (4/9/2025, 4-year vest); plus 21,875 (7/26/2024, 2-year vest) |
Insider policy: Hedging, short sales, options trading, margin accounts, and pledging company stock require advance approval by CEO and CFO, indicating a restrictive posture on misalignment behaviors.
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) Compliance (FY2024) | Company states all officers/directors/10% holders filed timely; specific Form 4 transactions not itemized in proxy. |
Governance Assessment
-
Strengths
- Independent director with deep finance expertise; serves as Audit Chair and Nominating Chair; Audit Committee financial expert designation enhances credibility of financial oversight.
- 100% meeting attendance in FY2024 indicates high engagement.
- Committees are fully independent; Compensation Committee excludes officers during deliberations; plan-level non-employee director comp caps provide guardrails.
- Clawback policy compliant with Nasdaq/Dodd-Frank and plan-level clawback language applies to equity awards.
-
Watch items / RED FLAGS
- Change-in-control acceleration for outside directors (full vesting/target performance deemed achieved) can weaken performance linkage in a transaction scenario.
- CEO also serves as Board Chair; while rationale is provided, combined roles reduce independent counterbalance at the top.
- Corporate actions toward significant share authorization increases (1,000,000,000 common and 1,000,000,000 preferred proposed) and broad flexibility may raise dilution/anti-takeover concerns; requires vigilant committee oversight.
- Related-party context in the broader governance environment (e.g., asset purchase from an entity owned by the COO; change-in-control financing including CEO loan) underscores the importance of Audit Committee rigor.
-
Alignment signals
- Director equity is largely time-based RSUs/options with capped non-employee director compensation; holdings are modest relative to outstanding shares (<1%), with additional unvested awards scheduled.
Board Governance Policies & Protections (Context)
- Proprietary Information Agreement in director agreements imposes confidentiality obligations with limited carve-outs; survival for trade secrets is indefinite.
- Indemnification agreements and D&O insurance in place; standard Delaware exculpation subject to exceptions.
- Audit Committee pre-approval policy for auditor services; Wolf & Company appointed in 2025 after dbbmckennon resignation; routine ratification on ballot.
Overall: Caragol’s independent status, financial expertise, and committee leadership are positives for investor confidence. Oversight vigilance is warranted given combined CEO/Chair roles, broad capital authorization proposals, and related-party transactions elsewhere in the company; Audit/Nominating leadership by Caragol is central to mitigating these risks.