Kyle Wool
About Kyle Wool
Kyle Wool is President of Dominari Holdings, CEO of Dominari Financial, and CEO of Dominari Securities; he joined Dominari’s board in 2021 and is age 48 as of the October 13, 2025 proxy record date . He holds FINRA Series 7/63/24 licenses and previously served as Managing Director at Oppenheimer (Head of Wealth Management – Asia), Executive Director at Morgan Stanley, and President of Revere Securities LLC . Company performance during 2025 shows strong momentum: Q3 2025 revenue was $50.8M (+49% q/q; +1,150% y/y) and YTD revenue growth exceeded 700% y/y, with management attributing part of the progress to Wool’s efforts in capital markets; Dominari also paid two special cash dividends in 2025 ($0.32 in March and $0.22 in September) . Long-run shareholder outcomes remain volatile: the proxy’s pay-versus-performance table shows the value of an initial $100 investment based on TSR fell to $9.97 for 2024 (from $25.82 in 2023 and $32.70 in 2022) amid the company’s transformation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oppenheimer & Co. | Managing Director; Head of Wealth Management (Asia) | Not disclosed | Senior leadership in global wealth management; cross-border client development |
| Morgan Stanley | Executive Director | Not disclosed | Institutional/wealth platform leadership |
| Revere Securities LLC | President | To June 2023 (board seat and equity interest ended by May–Jun 2025) | Retail/IB platform build; later a related-party context for DOMH offerings (no equity interest after May 20, 2025) |
| Dominari Securities (subsidiary) | CEO | Current | Led expansion of capital markets; YTD 2025 raised >$1.4B across transactions |
External Roles
| Organization | Role | Years |
|---|---|---|
| LifeLine NY | Board Member | Not disclosed |
| CIRSD (Center for International Relations and Sustainable Development) | Board Member | Not disclosed |
| Project Rousseau | Board Member | Not disclosed |
| Lang Lang International Music Foundation | Board Member | Not disclosed |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Cash Bonus ($) | Key Perquisites |
|---|---|---|---|---|
| 2023 | 500,000 | Not disclosed | 0 | Monthly expense account up to $20,000; up to $100,000 reimbursement for health care and social club memberships; admin assistant; cell phone reimbursement (per employment agreement) |
| 2024 | 500,000 | Not disclosed | 951,156 | Same as above; “All Other Compensation” included NY tax gross-up on stock awards, social club memberships, 401(k) contributions ($746,344) |
Notes:
- Annual base salary per Wool Agreement: $500,000 .
- “All Other Compensation” in 2024 includes tax gross-ups on stock awards (NY taxes), social club memberships, and 401(k) contributions .
Performance Compensation
Compensation design focuses on company revenue milestones and capital markets activity at Dominari Financial; payouts include cash and fully-vested stock awards.
- Annual bonus schedule (paid in cash plus shares upon revenue targets at Dominari Financial; 2024 payments were accelerated upon incremental certification): $3.5M+ revenue → $150,000 + 154,559 shares; $7.5M–$15M → $250,000 + 154,599 shares; $15M+ → $500,000 + 154,559 shares .
- 2024 Non-Equity Incentive: $951,156 (revenue milestone payouts plus SPV management fees) .
- 2024 Stock Awards: $641,235 grant-date fair value; awards were fully vested on grant (earned upon revenue milestones per agreement) .
- March 11, 2025: grant agreements to Hayes and Wool awarded 154,559 fully-vested shares each; fair value ~ $1.7M .
Detailed performance compensation and vesting
| Metric/Instrument | Weighting | Target | Actual/Payout | Grant/Action Date | Vesting |
|---|---|---|---|---|---|
| Revenue milestones (Annual Bonus) | Not disclosed | Tiers: ≥$3.5M / $7.5–$15M / ≥$15M | 2024 cash bonus $951,156 (plus share awards per milestones) | 2024 (accelerated payout timing) | Cash and stock upon certification; 2024 stock fully vested at grant |
| Common Stock (per employment agreement) | N/A | Per revenue tiers | 2024 stock awards $641,235 FV; fully vested | 2024 | Fully vested on grant |
| Common Stock (plan award) | N/A | Employment agreement | 154,559 shares to Wool | Mar 11, 2025 | Fully vested/nonforfeitable on grant (~$1.7M FV) |
| Stock Options (Performance Awards) | N/A | Shareholder approval/plan increase | 10,000,000 options granted to Wool at $3.85; fully vested once plan reserve increased | Feb 10, 2025 (approved Apr 1, 2025) | Fully vested; ~10-year term; options outstanding/exercisable in aggregate show WA exercise $6.18 and 9.4-year life as of 9/30/25 |
Notes:
- The company states it did not time equity awards around MNPI; 2024 awards were pursuant to contracts and tied to defined goals .
- 2025 option grant accounting expense recognized: ~$26.1M for the Performance Awards (company-wide disclosure) .
Equity Ownership & Alignment
| Holder | Common Shares Beneficially Owned | % of Outstanding | Detail |
|---|---|---|---|
| Kyle Wool | 2,428,817 | 15.18% | Includes 1,186,828 shares held by Wool and 1,241,989 shares held directly by spouse, Soo Yu (attributed to Wool) |
Additional alignment and liquidity considerations:
- As of the Oct 13, 2025 record date, Wool’s beneficial ownership does not list options or warrants; Hayes’ historical options are listed, underscoring proxy’s 60-day exercisability convention .
- No disclosures of share pledging/hedging by Wool; company discloses a Code of Ethics and related-party transaction review but no explicit pledging policy in the provided excerpts .
Employment Terms
| Provision | Summary |
|---|---|
| Agreement | Dominari Financial employment agreement dated Oct 12, 2022; 5-year term with automatic 1-year renewals unless non-renewal notice given 6 months prior |
| Compensation | Base salary $500,000; annual bonus paid in cash and common stock upon revenue milestones (tiers as disclosed) |
| Perquisites | Administrative assistant; cell phone reimbursement; monthly expense account up to $20,000; up to $100,000 reimbursement for health care and social club memberships; other reasonable expenses with consent |
| Severance (death/disability/CIC within 40 days/non-renewal) | Lump-sum 12 months’ base salary; 12 months continued group health coverage at active-employee cost; pro-rata portion of any earned annual bonus |
| Severance (good reason or termination without cause) | Lump-sum 12 months’ base salary; 12 months continued health coverage; pro-rata earned bonus; full vesting of all outstanding, then-unvested equity awards |
| Clawback | Awards under the 2022 Plan are subject to the Company’s clawback policy (and may be unilaterally amended to comply) |
| Tax gross-ups | 2024 “All Other Comp” included a tax gross-up for NY taxes due on stock awards (red flag for governance-sensitive investors) |
Board Governance
- Board role and independence: Wool is a management director (non-independent) serving on the Board alongside independent directors Brian Parsley, Gregory James Blattner, and Kyle Haug . He is listed as a member of the Investment Committee; audit, compensation, and nominating/governance committees comprise independent directors only .
- Board leadership: CEO Anthony Hayes is also Chairman; independent committees and quarterly executive sessions are in place to mitigate dual-role concerns .
- Committee membership snapshot:
| Director | Independent | Audit | Compensation | Nominating | Investment |
|---|---|---|---|---|---|
| Kyle Wool | No | X |
- Attendance: All incumbent directors attended at least 75% of Board and committee meetings in 2024 .
Compensation Committee Analysis (process indicators)
- Composition: Independent directors Kyle Haug and Brian Parsley (Chair) .
- Consultant/peer group/target percentile: Not disclosed in the excerpts provided.
- Equity plan governance: 2022 Equity Incentive Plan administered by the Board/Administrator; no option repricing without shareholder approval; clawback applies; proposed share reserve increases taken to shareholder vote (e.g., 2025 proposal to increase plan shares to grant CFO equity) .
Related-Party and Risk Indicators
- Related-party dealings: Revere Securities engagement dates to 2021. Wool was previously on Revere’s board until June 2023 and held ~30% equity until May 20, 2025; the company co-underwrote deals with Revere (fees: $0 in Q3’25 vs $103,470 Q3’24; $318,405 YTD’25 vs $313,960 YTD’24). Wool no longer holds Revere equity as of May 20, 2025 .
- ICFR issues: Material weakness disclosed as of 9/30/2025 (staffing, review, IT access, segregation of duties); interim CFO hired Oct 1, 2025 .
- Legal/regulatory: Pending petition (filed March 2024) related to hiring of registered reps at Dominari Securities; outcome uncertain; no loss accrued .
- Capital and dilution overhang: Advisory Agreements (Feb 2025) issued 2.55M shares with a potential additional 0.85M; stockholder approval sought due to Nasdaq 5635(b)/(d) thresholds; non-approval may trigger cash obligations .
- Shareholder returns context: Two special dividends paid in 2025 ($0.32 and $0.22 per share), even as TSR over the 2022–2024 window was negative in the proxy table .
Director Compensation (Wool-specific)
Wool is an employee director and is not listed among non-employee directors receiving cash retainers for 2024 (non-employee director annual retainer was $65,000) .
Performance & Track Record (selected 2025 highlights)
- Capital markets execution: Dominari Securities raised over $1.4B YTD across capital markets transactions supporting U.S. innovation sectors (AI, defense tech, financial infrastructure, advanced computing) .
- Operating results: Q3 2025 revenue $50.8M; +49% q/q; +1,150% y/y; YTD revenue growth >700%; net income to common of $125.2M in Q3; two special cash dividends in 2025 .
Investment Implications
- Pay-for-performance alignment: Wool’s bonus is formulaic and tied to revenue tiers with equity components that are fully vested upon grant, increasing near-term liquidity but clearly linking payouts to top-line delivery; 2024 payouts (cash + stock) reflect revenue milestone attainment and SPV-related economics .
- Retention and selling pressure: Equity awards being fully vested at grant (2024 and Mar 2025) and 10M fully-vested options in 2025 create potential liquidity for an insider; monitor trading windows and Form 4 activity post-blackouts for selling pressure signals .
- Governance risk flags: Presence of tax gross-ups, related-party underwriting history (now mitigated by Wool’s exit from Revere equity), and a disclosed material weakness in internal controls warrant continued monitoring. Independent committees and executive sessions are positives, but CEO/Chair dual role remains a classical governance concern .
- Alignment/skin-in-the-game: Wool beneficially owns ~15.18% of common stock (incl. spouse), a substantial stake aligning incentives with shareholders; no pledge disclosures found in provided materials .
- Earnings durability and volatility: 2025 profit includes significant other income tied to marketable securities (notably ABTC mark-to-market with lock-up until March 1, 2026); while operational revenue is ramping, investors should separate recurring brokerage/IB/advisory economics from mark-to-market effects when assessing incentive outcomes and sustainability .