Zachary Tai
About Zachary Tai
Independent director since 2025 (appointed April 4, 2025); age 37. Background includes VP of Operations & Strategy at Everclear (blockchain infrastructure), over four years in Strategy and Business Operations at Kraken, and five years in private equity at Cerberus Capital Management focused on frontier/emerging markets .
Past Roles
| Organization | Role | Tenure/Years | Notes/Impact |
|---|---|---|---|
| Everclear | VP of Operations & Strategy | Most recent role | Oversaw finance, legal, operations, strategy at a blockchain infrastructure protocol |
| Kraken Digital Asset Exchange | Director of Strategy & Business Operations | 4+ years | Led corporate strategy and scaling initiatives |
| Cerberus Capital Management | Private Equity roles | 5 years | Frontier/emerging markets investments across developing markets |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Everclear | VP of Operations & Strategy | Operating role | Blockchain infrastructure protocol |
| Kraken Digital Asset Exchange | Director of Strategy & Business Operations | Operating role | Crypto platform; strategy and scaling |
| Cerberus Capital Management | Investment professional | Operating role | PE investments in emerging markets |
Board Governance
- Independence: The Board affirmatively determined Tai is an independent director under Nasdaq Rule 5605(a)(2) .
- Committees: Member of Audit; member and Chair of Compensation; member of Nominating & Corporate Governance (chair of NCG is Caragol) .
- Attendance: Company disclosed 100% Board and committee attendance in FY2024 for directors serving during that period; Tai joined in 2025 (policy expects attendance at annual meetings) .
- Board leadership: CEO serves as Chairman; Board cites benefits of combined role (clarity and focused chain of command) .
- Audit Committee remit includes related person transaction review; Compensation Committee governs executive/director pay, severance, change‑of‑control protections, and equity plans .
- Information security oversight: CEO briefs Audit Committee and Board at least annually on cybersecurity/data privacy risks .
Fixed Compensation
| Component | Terms | Notes |
|---|---|---|
| Non-employee director annual compensation cap (plan limit) | Max $500,000 per fiscal year; $750,000 for initial service grant (grant date fair value basis) | Per 2023 Equity Incentive Plan; applies to all non-employee directors |
| Cash retainers/fees | Not specified for Tai in 2025 proxy; director compensation narrative focuses on equity grants | Company states directors have no arrangements other than those described; Tai’s items are RSUs |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Vesting | Fair/Market Value (if disclosed) | Notes |
|---|---|---|---|---|---|
| RSUs | Apr 9, 2025 | 7,000 | Time-based over 4 years | $27,370 market value of unvested units (as of Oct 28, 2025) | Award under 2023 Plan |
| RSUs | Jul 30, 2025 | 2,000 | Vested upon grant | Not disclosed | One-time RSU grant; fully vested at issuance |
Performance metrics tied to director equity awards: None disclosed (RSUs described as time-based vesting without specific performance targets) .
Other Directorships & Interlocks
| Person/Entity | Relationship to DFDV | Interlock/Overlap |
|---|---|---|
| Kraken Digital Asset Exchange | Prior employer of Tai; CEO Onorati previously Chief Strategy Officer; Perfumo currently Senior Principal | Multiple directors/executives have Kraken tenure, indicating shared industry background |
Expertise & Qualifications
- Emerging markets and blockchain operations/strategy; scaling businesses in developing markets .
- Finance and operations oversight; prior PE investment experience (frontier/emerging markets) .
Equity Ownership
| Holder | Common Shares | % of Common | RSUs/Options (Unvested) | Notes |
|---|---|---|---|---|
| Zachary Tai (Independent Director) | 2,500 | <1% | 7,000 RSUs unvested (Apr 9, 2025 grant; 4-yr vest) | Beneficial ownership as of Oct 24, 2025; RSUs disclosed separately |
| Pledging/Hedging | — | — | — | Company policy prohibits hedging and pledging without advance approval of CEO and CFO |
Governance Assessment
-
Strengths
- Independent director with chair role on Compensation Committee; direct accountability for executive/director pay structure and equity plan oversight .
- Audit Committee membership ensures involvement in financial reporting oversight and review of related person transactions .
- Equity grants are modest relative to plan caps; RSUs align director interests with shareholders via equity exposure .
-
Considerations
- Beneficial ownership is minimal (<1%) which may temper alignment despite RSU awards; unvested RSUs provide future exposure but limited current stake .
- Multiple directors/executives share prior Kraken employment; while the Board affirms independence under Nasdaq rules, shared backgrounds can warrant monitoring for potential groupthink or perceived interlocks .
RED FLAGS
- Related party exposure exists at the company level (e.g., asset acquisition from entity controlled by COO); Audit Committee (including Tai) is responsible for overseeing related transactions—continued scrutiny is warranted .
- Company has significant authorized and reserved share activity (e.g., proposals to increase common and preferred authorizations; extensive reserved shares for convertibles/warrants), which can dilute voting power; compensation decisions should consider dilution implications of equity grants .
Notes on Policies and Protections
- Proprietary Information Agreement required for directors; confidentiality obligations survive termination (18 months; trade secrets indefinitely) .
- Indemnification: Company indemnifies directors to fullest extent under DGCL; maintains D&O insurance; separate indemnification agreements in place .
- Clawback: Company adopted Dodd-Frank/Nasdaq-compliant clawback policy effective Dec 1, 2023; awards subject to recoupment in event of restatement .