Anthony Hayes
About Anthony Hayes
Anthony Hayes, 57, is CEO and Chairman of Dominari Holdings (DOMH), serving as a director and CEO since 2013. He holds a JD from Tulane University and a BA in economics from Mary Washington College, with prior roles including partner at Nelson Mullins and founder/manager of multiple investment vehicles, providing legal, investing, and operating credentials aligned with Dominari’s pivot to financial services . Under his tenure, company revenue grew to $18.1M in 2024 (from $2.0M in 2023), while the firm remained loss-making; pay-versus-performance TSR data show weak shareholder returns over 2022–2024 .
Company performance snapshot
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Revenue ($M) | — | $2.039 | $18.146 |
| Net income (loss) ($000s) | $(22,107) | $(22,882) | $(14,954) |
| Value of $100 investment (TSR) | $32.70 | $25.82 | $9.97 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dominari Holdings / predecessor | Director and CEO | 2013–present | Led pivot from biotech to financial services; acquisitions and build-out of broker-dealer/RIA platform . |
| North South | CEO | 2013– | Executive leadership experience cited by Board . |
| JaNSOME IP Mgmt LLC / JaNSOME Patent Fund LP | Co-founder, fund manager | 2012–2013 | IP investment/management background . |
| Atwater Partners of Texas LLC | Founder, Managing Member | 2010–2012 | Investment/managerial experience . |
| Nelson Mullins Riley & Scarborough LLP | Partner | 1999–2010 | Legal credentials in corporate/transactions . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public-company directorships disclosed for Hayes in latest proxy . |
Board Governance
- Board service: Director since 2013; currently Chairman of the Board and CEO (dual role) .
- Committees: Audit, Compensation, and Nominating & Governance committees are composed solely of independent directors; Hayes is not on these committees .
- Independence: Not independent (executive). Independent directors include Brian Parsley, Gregory James Blattner, and Kyle Haug .
- Executive sessions: Non-management directors meet in executive session at each quarterly board meeting .
- Attendance: Each incumbent director attended at least 75% of Board/committee meetings in 2024 .
- Director pay context: Non-employee directors receive $65,000 cash retainer; $5,000 additional retainer for Chairman exists, but since Hayes became Chairman no director has received the Chairman retainer .
Implications: The CEO+Chairman structure centralizes authority and can weaken independent oversight; mitigating factors include fully independent key committees and regular executive sessions .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base salary | $500,000 | $650,000 | Raised effective Jan 1, 2024 per amended agreement . |
| Other compensation | — | $534,301 | Includes tax gross-up on 2024 stock awards and 401(k) contributions (red flag) . |
Performance Compensation
| Metric/Vehicle | Structure | Target(s) | 2024 Actual/Status | Payout mechanics |
|---|---|---|---|---|
| Annual bonus (cash + stock) tied to Company revenue | Contractual revenue-milestone grid | $150k + 154,559 shares at ≥$3.5M; $250k + 154,599 shares at $7.5–$15M; $500k + 154,559 shares at ≥$15M | Revenue $18.146M (≥$15M tier) | Bonuses paid upon Compensation Committee certification; 2024 payments accelerated; must be employed on April 15 following performance year . |
| Non‑equity incentive compensation (reported) | Includes revenue-milestone bonus and SPV management fees | N/A | $951,156 (2024) | Earned per agreement and SPV transaction values . |
| Stock awards (time-based) | Earned upon revenue milestone attainment | N/A | $641,235 grant-date fair value; fully vested on grant date (2024) | Revenue-based earn-in; fully vested when granted . |
| Stock options (historical outstanding) | Option (fully vested) | 2,941 options @ $10.88; exp 12/23/2030 | Exercisable | Traditional option with fixed strike and expiration . |
| Stock options (Feb 10, 2025 grant) | Nonqualified options | 5,000,000 options (grant allocated exclusively from plan increase) | Not exercisable unless plan amendments approved (share reserve increase); implied value disclosure $30.8M; 5,000,000 units | Contingent on stockholder approval to increase share reserve; proposed to use all 10,000,000 incremental shares for grants to Hayes and Wool (governance risk) . |
Equity Ownership & Alignment
| As-of date | Shares beneficially owned | % of common | Derivatives | Notes |
|---|---|---|---|---|
| Oct 13, 2025 (record date) | 1,730,814 (includes 2,941 options) | 10.82% | 2,941 options exercisable within 60 days | Reflects largest-holder status among insiders. |
| Feb 24, 2025 (record date) | 1,594,196 (includes 2,941 options) | 11.07% | 2,941 options exercisable within 60 days | Earlier snapshot pre-advisory share issuances. |
Additional alignment and trading signals:
- Insider participation in financing: On Feb 10, 2025, Hayes purchased $1,000,000 of securities in a private placement alongside other investors (insider buying signal) .
- Pledging/hedging: No pledging or hedging disclosures identified for Hayes in the latest proxy .
- Ownership guidelines: No executive stock ownership guideline disclosures identified .
Employment Terms
| Term | Key provisions |
|---|---|
| Agreement | Employment agreement (original 6/28/2021; amended 4/1/2023 and 12/6/2023) . Five-year term from 4/1/2023 with auto one-year renewals unless 6 months’ non-renewal notice . |
| Compensation levers | Base salary ($650k in 2024), annual bonus tied to revenue grid (cash + shares as specified) . |
| Severance (death/disability/without cause/non-renewal) | 12 months’ base salary lump sum; 12 months COBRA at active rates; pro‑rata earned bonus . |
| Good reason or change in control trigger | If terminated by Hayes for good reason or “within 30 days of a change in control,” then: 12 months’ base salary lump sum; 12 months COBRA at active rates; pro‑rata earned bonus; full vesting of all outstanding unvested equity awards (single‑trigger risk language) . |
| Benefits/perqs | Participation in benefit plans; reimbursement for health insurance if company does not provide coverage . |
| Clawback | Equity awards subject to company clawback policy; company may unilaterally amend awards to comply . |
Compensation Structure Analysis
- Pay-for-revenue vs. profitability: Hayes’ annual incentive is driven by revenue milestones (with fixed share grants), not profitability or TSR; 2024 non-equity incentive and stock awards were significant despite a net loss of ~$14.7M (pay-risk misalignment) .
- Cash vs. equity mix trend: Base salary increased to $650k in 2024; 2024 compensation included fully vested stock on grant (reduces retention leverage) .
- Option grant concentration: Special meeting proposal sought to allocate all 10,000,000 incremental plan shares to options for Hayes and Wool (5,000,000 each) with disclosed dollar value of $30.8M per grant—concentrated awards and potential dilution risk if approved .
- Tax gross-up: 2024 “All Other Compensation” for Hayes included gross-up for federal/state taxes on stock awards (shareholder-unfriendly feature) .
- Timing and certification: 2024 bonus payments were accelerated upon incremental certification by the Compensation Committee that revenue targets were achieved .
Related Party and Governance Considerations
- Related-party dealings: Ongoing transactions involving Revere Securities (historical equity ownership by President/director Kyle Wool until May 20, 2025) and company/SPV activities; the Board reviews related-party transactions but has no specific written policy beyond board-level review .
- Rights Plan (NOL pill): Rights Agreement designed to protect NOLs by discouraging >4.99% accumulations; up for renewal through Oct 11, 2026 .
- Internal control weakness: Management disclosed internal control over financial reporting was not effective as of Dec 31, 2024 (heightened governance risk) .
Director Compensation (for context)
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $65,000 | Paid quarterly. |
| Additional Chairman retainer | $5,000 | Not paid to any director since Hayes became Chairman (CEO is Chairman) . |
Performance Compensation Detail (targets vs actual)
| Metric | Target schedule | Actual (2024) | Payout realization |
|---|---|---|---|
| Annual revenue | $150k + 154,559 shares at ≥$3.5M; $250k + 154,599 shares at $7.5–$15M; $500k + 154,559 shares at ≥$15M | $18.146M | 2024 bonuses paid upon certification; non‑equity incentive reported $951,156; stock awards fair value $641,235 (fully vested) . |
Ownership Tables (detail)
| Date | Common shares | % | Options (exercisable) | Source |
|---|---|---|---|---|
| Oct 13, 2025 | 1,730,814 | 10.82% | 2,941 | |
| Feb 24, 2025 | 1,594,196 | 11.07% | 2,941 |
Employment Agreement Triggers (economics)
| Scenario | Cash | Benefits | Equity |
|---|---|---|---|
| Death, disability, company non-renewal, or termination without cause | 12 months’ base salary lump sum; pro‑rata earned bonus | 12 months COBRA at active rates | No acceleration specified . |
| Good reason by executive or within 30 days of a change in control | 12 months’ base salary lump sum; pro‑rata earned bonus | 12 months COBRA at active rates | Full vesting of all outstanding unvested equity (single‑trigger-like CIC language) . |
Track Record, Achievements, and Execution Risk
- Strategic initiatives: Launched American Data Centers/American Bitcoin in partnership with Hut 8; contributed Hut 8 ASIC miners for 80% stake in subsidiary; Dominari holds 3.17% minority interest post-transaction .
- Treasury strategy: Initiated bitcoin ETF treasury reserve with ~$2.0M as of Mar 31, 2025 (volatility risk) .
- Financial profile: Revenue scaled to $18.1M (2024), but consistent net losses and acknowledged ICFR weakness underscore execution risk as the platform scales .
- Litigation/regulatory: Routine legal/regulatory environment for financial services; one disclosed petition in March 2024 affecting Dominari Securities (outcome uncertain) .
Say-on-Pay, Peer Group, and Shareholder Feedback
- No disclosures identified for say-on-pay vote results, compensation peer group, target pay percentile, or consultant conflicts in the latest proxy materials .
Investment Implications
- Alignment vs. risk: Hayes’ incentive design emphasizes top-line growth (fixed-share grants at revenue thresholds) without profitability/TSR metrics; 2024 saw substantial cash and fully vested equity despite losses—indicating moderate pay-for-performance misalignment risk .
- Dilution/governance overhang: The February 2025 special-meeting proposal to allocate all 10,000,000 incremental plan shares to options for Hayes and Wool (5,000,000 each; $30.8M value per grant) poses material dilution and governance concentration risk if exercised/approved .
- Retention and CIC terms: One-year cash severance with full equity acceleration upon good reason or proximity to CIC (single‑trigger-like language) increases payout sensitivity in change-in-control scenarios .
- Trading signals: Insider participation ($1M by Hayes) in Feb 2025 private placement is a constructive signal; however, NOL pill renewal, internal control weakness, and continuing net losses temper sentiment until sustained profitable growth is demonstrated .