Maja Vujinovic
About Maja Vujinovic
FG Nexus appointed Maja Vujinovic as CEO of the Digital Assets Division and as a director effective August 4, 2025; she is age 46 as of the record date and holds a Law Degree from Emory University . She founded OGroup in 2018, led GE’s emerging tech strategy (2014–2018), and earlier built mobile payments and energy infrastructure across Africa and Latin America; her blockchain work includes early stablecoin integration and institutional pilots with JPMorgan and State Street . FG Nexus prohibits hedging and pledging of company securities, supporting alignment; independent directors meet in executive session without management . Company operating metrics over recent quarters are highly volatile amid strategic changes; see revenue and EBITDA trends below (S&P Global).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| General Electric (GE) | CIO, Emerging Technologies | 2014–2018 | Led GE’s first blockchain-based trade finance execution with JPMorgan; introduced Ethereum founders into GE’s innovation strategy; piloted blockchain+AI for IoT systems |
| OGroup LLC | Founder / Managing Partner | 2018–present | Advises and deploys $4B+ family office capital into AI and blockchain; early investor/operator across digital assets |
| Mobile payments/energy (Africa/LatAm) | Builder/Operator | ~2007–2013 | Led $700M+ in asset development across infrastructure and payments |
| Stablecoins/Banking | Advisor/Operator | 2013 | Helped secure first bank that banked Tether; integrated stablecoins into regulated finance |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Catalan.ai | Director | Not disclosed | AI governance/strategy experience applied to fintech/Web3 ecosystem |
| Civic | Director | Not disclosed | Digital identity/crypto operations expertise |
| Speaker (FII Institute, DAS/Blockworks, FT Digital Summit, Davos, Abundance360) | Speaker/Panelist | Ongoing | Thought leadership across programmable money, AI/blockchain |
Fixed Compensation
| Component | Amount/Terms | Effective Date |
|---|---|---|
| Base Salary | $600,000 per year | Aug 4, 2025 |
| Target Annual Bonus | 50% of base salary, payout mix cash/equity as determined by Compensation Committee; 2025 bonus prorated and to be paid at 100% of target in Jan 2026 | 2025 plan year |
| Director Pay | Employees do not receive director compensation; non-employee director retainers apply only to independent directors | Ongoing |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2025) | Company/Comp Committee metrics (not disclosed) | Not disclosed | $300,000 (50% of $600,000) | Prorated to service from Aug 4, 2025; paid at 100% of target in Jan 2026 | N/A |
| Annual Equity Award | Time-vested equity (type not specified) | N/A | Not disclosed | Not disclosed | 1/3 on first anniversary of grant; remaining 2/3 in equal monthly installments over next 24 months; forfeiture if not providing services on vest date |
| OGroup Warrant | Common stock purchase warrant | N/A | 170,000 warrant shares | Granted Aug 4, 2025; exercisable upon charter increase and Nasdaq 5635 conditions; 10-year term from Initial Exercise Date | Exercise contingent on corporate actions; 10-year exercise window |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 170,000 shares potentially issuable upon exercise of warrants within 60 days of record date (Oct 22, 2025); no direct share holdings disclosed |
| Ownership as % of outstanding | <1% (table marks as “*”) of 42,215,225 shares outstanding |
| Vested vs unvested | Warrant exercisability subject to charter increase and Nasdaq conditions; vesting not applicable to warrants |
| Options/RSUs | Annual Awards program established with time-based vesting; specific grant amounts not disclosed |
| Hedging/Pledging | Company policy prohibits hedging and pledging of company securities by directors and employees |
| Ownership guidelines | Director equity ownership encouraged; no numeric multiple disclosed |
Employment Terms
| Term | Economics/Conditions |
|---|---|
| Start date / Role | Aug 4, 2025; CEO, Digital Assets Division; appointed to Board; Chair of Cryptocurrency Technology Advisory Board |
| Agreement type | At-will employment |
| Bonus mechanics | Target 50% of base; mix of cash and equity; 2025 bonus prorated and paid at 100% of target in Jan 2026 |
| Annual equity awards | Granted each year; 1/3 cliff at 12 months then equal monthly vesting over 24 months; forfeiture if not providing services at vest date |
| Severance (no cause) | 50% of then-current base salary paid over six months, pro-rated annual bonus for year of termination, and six months COBRA premiums, subject to release |
| Change-in-control (plan terms) | If awards assumed: double-trigger acceleration on involuntary termination without cause or resignation for good reason within 2 years; if not assumed: single-trigger full acceleration immediately prior to change in control; performance awards convert at target; options remain exercisable for full term |
| Clawback / non-compete | Not specifically disclosed in filed summaries for Maja; company-wide code of ethics and committee oversight referenced |
Board Governance
- Board service: Appointed Aug 4, 2025; nominated for election at 2025 annual meeting .
- Committee roles: Audit (Wollney-Chair; Roschman; Hayes), Compensation (Mitchell-Chair; Hayes; Suh), Nominating (Govignon-Chair; Mitchell; Suh); Maja is not listed on any standing committee .
- Independence: Six of nine directors are independent; Maja is an employee director .
- Leadership structure: CEO also serves as Chairman; no Lead Independent Director; independent directors hold executive sessions .
- Attendance: In 2024, no director attended fewer than 75% of Board and committee meetings; independent directors meet in executive session .
- Dual-role implications: Combined CEO/Chairman with no LID elevates governance risk; committee independence and executive sessions provide mitigating oversight .
Director Compensation
| Component (2024 program) | Amount |
|---|---|
| Annual Retainer (Director) | $50,000 |
| Additional Retainer (Chairman of the Board) | $75,000 |
| Audit Committee Chair | $15,000 |
| Compensation Committee Chair | $15,000 |
| Committee Member (Audit/Comp/Nominating) | $2,000 |
| Annual RSU grant to each Director | $50,000 |
| Employee directors | Receive compensation under employment agreements, not director retainer |
Performance & Track Record
Company revenue and EBITDA by quarter (last 8 quarters). Values retrieved from S&P Global.
| Metric | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenues ($USD) | $6,097,000* | $7,879,000* | $8,298,000* | $13,089,000* | -$1,606,000* | $6,811,000* | -$6,366,000* | $251,000* |
| EBITDA ($USD) | -$1,136,000* | -$5,068,000* | -$6,508,000* | -$4,774,000* | -$7,064,000* | -$8,662,000* | $5,027,000* | $4,324,000* |
| Note: Values retrieved from S&P Global.* |
Strategic context: In August 2025, FG Nexus formalized its Digital Assets Division leadership (Maja as CEO), issued OGroup-related warrants, and disclosed a side letter granting OGroup two board designations; governance/compensation frameworks were set concurrent with ETH treasury strategy .
Compensation Structure Analysis
- Shift toward time-based equity vesting (“Annual Awards”) with forfeiture on service cessation; performance metrics for cash bonus set by the Compensation Committee but not disclosed, with 2025 payout pre-set to 100% of target (prorated), reducing near-term uncertainty on bonus outcomes .
- Warrant grant of 170,000 shares under OGroup side letter ties equity upside to corporate actions (charter increase, Nasdaq Rule 5635), adding long-duration alignment but contingent exercisability .
- Hedging/pledging ban strengthens pay-for-performance alignment; employee directors do not draw director retainers, avoiding double-pay risk .
Related Party & Network Considerations
- Side Letter Agreement with OGroup LLC: OGroup designated two board seats (Maja Vujinovic and Jose Vargas) and received warrants; Company reimburses OGroup legal fees ($200,000) .
- Broader related-party ecosystem disclosed in proxy (FG affiliates, SPAC interests); independent committee oversight governs related transactions .
Risk Indicators & Red Flags
- Combined CEO/Chairman and no Lead Independent Director may raise governance scrutiny; mitigated by majority independent board and fully independent committees .
- Equity plan CIC terms include single-trigger acceleration if awards are not assumed, which can be shareholder-unfriendly in some views; double-trigger applies if awards are assumed .
- Warrant exercisability depends on charter/Nasdaq conditions; execution risk if corporate actions are delayed .
Say-on-Pay & Shareholder Feedback
- 2025 agenda includes advisory vote on NEO compensation; results not yet available; Board commits to consider shareholder feedback in future comp decisions .
Expertise & Qualifications
- Legal education (Emory), deep technical/operating experience in crypto, AI, payments, and IoT; board roles at Catalan.ai and Civic; frequent industry speaker .
Equity Ownership & Alignment (Detail)
| Category | Shares/Units |
|---|---|
| Beneficial ownership (direct/indirect) | 0 direct shares; 170,000 shares issuable upon warrant exercise within 60 days |
| Options | Not disclosed for Maja |
| RSUs | Annual Awards framework disclosed; specific grants not disclosed |
| Pledging/Hedging | Prohibited by company policy |
Employment Terms (Detail)
| Category | Provision |
|---|---|
| Severance (no cause) | 6 months at 50% base salary, pro-rated bonus, 6 months COBRA; requires release |
| CIC vesting | Single-trigger if awards not assumed; double-trigger if assumed with involuntary termination or good reason within 2 years |
| Service requirement | Forfeiture of unvested installments if not providing services at vest date |
| Travel/perquisites | Business class travel reimbursement >4-hour flights; otherwise standard expense reimbursement |
Investment Implications
- Near-term bonus certainty (100% of target, prorated) and time-based equity vesting reduce payout volatility; warrants add long-duration equity optionality contingent on corporate actions .
- Alignment is supported by hedging/pledging bans and employee-director compensation structure; governance risk persists with combined CEO/Chairman and no LID, though independent committees provide oversight .
- Execution risk centers on ETH treasury scaling and corporate actions required for warrant exercisability; equity plan CIC provisions merit monitoring for potential acceleration impacts in strategic events .