Jose Vargas
About Jose Vargas
Jose Vargas, age 47, was appointed Head of Business Development of FG Nexus’s Digital Asset Division and to the Board of Directors effective August 4, 2025, bringing a serial entrepreneurship background in performance marketing, fintech, and blockchain operations . He holds a Business degree from Florida International University and has led multiple companies from inception to successful exits (Mailcreations.com, BrokersWeb, BlueKite, AutoWeb) and currently serves on several technology-focused boards, aligning with FG Nexus’s digital asset strategy . Company-level performance context: FG Nexus reported 2024 GAAP net loss of $1.315 million and the SEC “pay versus performance” TSR illustration shows a $24 value for an initial fixed $100 investment by year-end 2024 (note: this pre-dates Vargas’s appointment) . He was designated to the Board via an OGroup LLC side letter that grants OGroup two board nominees (Jose Vargas and Maja Vujinovic) through July 22, 2028 or until the Company ceases digital assets business, a governance feature investors should monitor for alignment and independence .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mailcreations.com | Co-Founder, CEO, Director | Through 2004 | Performance marketing agency acquired by Livedoor in June 2004, demonstrating value creation via exit . |
| BrokersWeb | Co-Founder, Director, Executive Officer | 2008–2012 | Internet advertising firm acquired by Vantage Media in 2011, highlighting operational scale and monetization . |
| BlueKite | Co-Founder | Through Feb 2014 | Fintech company acquired by Xoom (PayPal) in Feb 2014, adding fintech execution credentials . |
| AutoWeb | Co-Founder, Director, Executive | 2013–2022 | Online automotive media platform; acquired in 2015 by Autobytel, later rebranded AutoWeb (NASDAQ: AUTO), evidencing sustained operating leadership . |
| Playspace | Director | 2012–2020 | Social gaming platform; sold to CIRSA in 2020, extending board-level exit experience . |
External Roles
| Organization | Role | Status | Strategic Relevance |
|---|---|---|---|
| Healthcare.com | Director | Current | Exposure to consumer health tech/data; network effects and digital distribution experience . |
| Osigu | Director | Current | Fintech/health payments ecosystem knowledge applicable to digital financial infrastructure . |
| Overclock Labs | Director | Current | Cloud infrastructure and technology stack familiarity synergistic with blockchain initiatives . |
| PeopleFund (VC) | Director | Current | Venture investing perspective and deal flow relevant to FG Nexus’s merchant banking and digital assets . |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $50,000 | Program in effect in 2024; retainers for directors were paid in stock during 2024; program continues to align with peers; Vargas joined in Aug 2025 so 2024 table excludes him . |
| Chairman of the Board additional retainer | $75,000 | Applies to Chairman, not Vargas . |
| Audit Committee Chair additional retainer | $15,000 | Committee chair fee; Vargas not a committee chair . |
| Compensation Committee Chair additional retainer | $15,000 | Committee chair fee; Vargas not a committee chair . |
| Committee member fees (Audit/Comp/Nominating) | $2,000 | Per committee member, excluding chair; Vargas not listed on committees . |
| Annual RSU grant to each director | $50,000 | Issued annually; provides ongoing equity exposure for directors . |
Performance Compensation
- No executive-specific performance incentive disclosures for Vargas. As a non-employee director, compensation includes time-based RSUs (annual $50,000) versus PSU/metric-based awards; performance metrics (revenue, EBITDA, TSR, ESG) are not tied to Vargas’s director pay in the proxy .
Equity Ownership & Alignment
| Item | Shares/Units | Details |
|---|---|---|
| Total beneficial ownership | 250,000 | Includes direct/common and warrants considered beneficial if exercisable within 60 days . |
| Direct common shares | 80,000 | Owned via Galeb3 Inc., controlled by Vargas . |
| Warrants (exercisable ≤60 days) | 170,000 | Potentially issuable upon warrant exercise within 60 days, held via Galeb3 Inc. . |
| Ownership % of outstanding | ~0.59% | 250,000 ÷ 42,215,225 shares outstanding as of Oct 22, 2025; indicates meaningful “skin in the game” without control concentration . |
| Hedging/Pledging policy | Prohibited | Insider Trading Policy bans hedging, derivative monetization (collars/swaps), and pledging/margin accounts for directors/employees . |
| Stock ownership guidelines | Equity encouraged | Compensation Committee encourages director equity ownership; no formal numeric ownership guideline disclosed . |
| Vested vs unvested breakdown | Not disclosed | No RSU/option vesting details disclosed for Vargas in the proxy . |
Employment Terms
- Role and start date: Appointed as Head of Business Development, Digital Asset Division, and Director effective August 4, 2025, reflecting alignment with FG Nexus’s treasury and tokenization strategy .
- Board designation agreement: Side Letter grants OGroup LLC two board seats (including Vargas) until July 22, 2028 or until the Company ceases its digital assets business—an influence right investors should track for governance balance .
- Executive contract specifics: No employment agreement or severance/change-in-control terms were disclosed for Vargas; proxy only details employment agreements and severance for other executives (CEO/CFO/CAO), and plan-level equity acceleration terms .
Board Governance
- Independence: Board determined six independent directors; Vargas is not listed among independent directors (those identified: Govignon, Hayes, Mitchell, Roschman, Suh, Wollney) .
- Committees: Audit (Wollney chair; members Roschman, Hayes), Compensation (Mitchell chair; member Hayes), Nominating (Govignon chair; member Suh); Vargas is not listed on any board committee .
- Leadership structure: CEO also serves as Chairman; Board has not appointed a Lead Independent Director, preferring committee oversight and executive sessions of independent directors—an area to monitor for checks and balances .
Performance Compensation (Plan Mechanics Relevant to Directors’ RSUs)
| Provision | Term | Notes |
|---|---|---|
| Change-in-control (awards assumed) | Double-trigger acceleration | If assumed, RSUs convert to service-based at target; full acceleration if involuntary termination without cause or for good reason within 2 years post-CIC . |
| Change-in-control (awards not assumed) | Single-trigger acceleration | Full vesting immediately prior to CIC at target; options remain exercisable for full term . |
| Forfeiture/acceleration | Death/disability exceptions | Unvested RSUs generally forfeited upon termination; accelerated on death/disability; committee may use discretion for acceleration . |
Director Compensation
| Element | 2024 Amounts | Vargas Status |
|---|---|---|
| Fees earned/paid in cash | See director table | 2024 table excludes Vargas (appointed in 2025) . |
| Stock awards (retainer + annual RSU) | Annual $50,000 RSU; retainers paid in stock | Applies programmatically to non-employee directors; Vargas’s specific 2025 grant amounts not separately itemized in proxy . |
Other Directorships & Interlocks
- Current boards: Healthcare.com, Osigu, Overclock Labs, PeopleFund—providing industry connectivity across fintech, healthcare tech, and infrastructure; beneficial for FG Nexus’s digital asset and tokenization ambitions .
- Board seating rights: OGroup LLC designation for Vargas and Vujinovic is a unique governance feature that may influence board composition and strategic priorities .
Investment Implications
- Alignment: Vargas’s 250,000 beneficial stake, including 170,000 near-term-exercisable warrants, supports ownership alignment; Company policy prohibiting hedging/pledging further strengthens long-term alignment signals .
- Selling pressure/dilution: The 170,000 warrants exercisable within 60 days present potential incremental dilution; monitor warrant exercises and any related Form 4 filings post-appointment for trading signal insights .
- Governance risk/benefit: OGroup’s board designation rights and Vargas’s non-independent status, combined with CEO-Chair dual role and no Lead Independent Director, increase reliance on committee oversight; investors should track independence dynamics and digital asset strategy execution to ensure shareholder-aligned outcomes .
- Strategy lever: Vargas’s track record in scaling and exiting tech ventures and current roles across fintech/infrastructure could accelerate FG Nexus’s digital asset treasury/tokenization roadmap and partnerships, particularly given the Company’s recent digital currency loan framework backed by staked ETH collateral, where governance and margin terms are institutional-grade .