Dana Wagner
About Dana Wagner
Dana Wagner (age 49) was appointed as an independent director of Sui Group Holdings Limited (NASDAQ: MCVT; formerly Mill City Ventures III, Ltd.) effective July 31, 2025. He is a seasoned legal and compliance executive with prior roles as CLO/CCO and Corporate Secretary at Twilio, CLO at Impossible Foods, General Counsel at Square (now Block), and leadership in antitrust/consumer protection at Google. He holds a B.A. in Comparative Literature and Economics from UC Berkeley and a J.D. from Yale Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Twilio | Chief Legal Officer, Chief Compliance Officer, Corporate Secretary | 2021–early 2025 | Led legal, compliance, and corporate governance functions . |
| Impossible Foods | Chief Legal Officer | 2018–2021 | Senior legal leadership at a biotech/plant-based foods company . |
| Square (now Block) | General Counsel | 2011–2016 | Built fintech legal function during high-growth phase . |
| Led legal team for antitrust and consumer protection | 2007–2011 | Oversight of global competition/consumer matters . | |
| U.S. Department of Justice | Various positions | Prior to 2007 | Federal legal service background . |
| Northwestern University | Adjunct Professor | 2018–2020 | Academic instruction in law/compliance . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Coinbase Custody Trust Company | Board of Managers | 2024 | Current board governance role at a digital asset trust company . |
Board Governance
| Item | Detail |
|---|---|
| Independence | The Board determined Mr. Wagner is independent under Nasdaq rules . |
| Committee Assignments | Audit Committee member; committee composed of Howard Liszt and Dana Wagner; no chair designated . |
| Audit Committee Financial Expert | Board has not designated an “audit committee financial expert” under SEC rules . |
| Audit Committee Meetings | Audit Committee met 4 times in FY 2024 (composition disclosure is current; meeting count refers to 2024) . |
| Attendance | Company disclosed all directors attended board and committee meetings in FY 2024; Wagner joined in 2025 (no personal attendance data yet) . |
| Board Structure | CEO and Chair roles are separated; Marius Barnett is Chairman; the Board intends to appoint additional independent directors to restore Nasdaq independence compliance . |
Fixed Compensation
| Component | Amount/Terms | Effective Date | Notes |
|---|---|---|---|
| Annual Director Fee (Wagner) | $250,000 (cash), paid quarterly | July 31, 2025 | Disclosed in 8-K appointing Wagner . |
| Prior Independent Director Cash Fees (FY 2024) | $40,000 annualized cash fee per independent director | FY 2024 | Historical baseline for peers before board refresh . |
| Prior Independent Director Cash Bonus (FY 2024) | $60,000 per independent director (paid Jan 2025) | FY 2024 bonus | Board-declared, cash; shows use of discretionary bonuses . |
Performance Compensation
| Award Type | Quantity | Exercise Price(s) | Vesting | Expiration | Grant/Issue Context |
|---|---|---|---|---|---|
| Director Warrants (Wagner) | 207,565 shares | 83,026 @ $5.42; 41,513 @ $5.962; 41,513 @ $6.504; 41,513 @ $7.046 | Time-based: 24 months in four equal installments, starting 6 months after issue; subject to continued service and not being legally/validly removed | 5 years | Granted in connection with appointment/closing of July 27–31, 2025 Offering . |
Performance metrics tied to compensation (TSR, EBITDA, ESG, etc.): None disclosed for directors; vesting is service-based, not performance-based .
Other Directorships & Interlocks
- Current directorships: Board of Managers, Coinbase Custody Trust Company (since 2024) .
- No other public company directorships disclosed for Mr. Wagner .
- Board/Shareholder interlocks affecting governance context (not specific to Wagner, but relevant):
- Karatage (led by Chairman Marius Barnett) has nomination rights, including the Chair, and information access via investor rights agreement . Sui Foundation has a board observer and information rights . Galaxy Digital is both asset manager and investor for the Company’s SUI treasury strategy . These arrangements increase influence from key stakeholders and warrant monitoring for potential conflicts and board independence robustness .
Expertise & Qualifications
- Education: B.A. in Comparative Literature & Economics (UC Berkeley); J.D. (Yale Law School) .
- Domain expertise: High-level legal, compliance, and governance leadership (Twilio, Square/Block), technology and fintech regulatory matters (Google antitrust/consumer protection), and exposure to digital assets governance (Coinbase Custody) .
- Teaching: Adjunct Professor at Northwestern; lectured at Berkeley Law .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Notes |
|---|---|---|---|
| Dana Wagner | — | — | Listed as 0 shares beneficially owned as of proxy date; less than 1% . |
Additional alignment details:
- Unvested Director Warrants: 207,565 subject to service-based vesting; not counted in beneficial ownership because not exercisable within 60 days as of proxy reference date .
- Hedging/Pledging: Company prohibits hedging/short sales and similar monetization transactions by insiders, enhancing alignment .
- Ownership guidelines: Not disclosed.
Governance Assessment
-
Positives
- Independent director with deep legal, compliance, and technology/fintech experience; current governance role at a major crypto custody entity aligns with company’s SUI strategy .
- Separation of CEO and Chair roles; Board acknowledges need to add independents to meet Nasdaq requirements, indicating awareness of governance gaps .
- Insider hedging/shorting prohibitions .
-
Watch items / RED FLAGS
- Compensation scale and structure: Wagner’s $250,000 annual cash fee plus a large multi-tranche warrant package marks a step-change from prior independent director pay ($40,000 fee + $60,000 discretionary bonus in 2024). The higher fixed cash and sizable equity could raise independence and pay-for-performance calibration questions for a small-cap issuer .
- Committee robustness: Audit Committee lacks a designated chair and the Board has not identified an “audit committee financial expert” under SEC rules; independence headcount still being addressed to restore Nasdaq compliance .
- Concentrated investor influence: Karatage’s nomination rights (including chair), Sui Foundation board observer, and Galaxy’s dual role (asset manager and investor) concentrate influence and information flows; careful oversight of related-party exposure and conflicts is warranted, though no Wagner-specific related-party transaction is disclosed .
- Dilution risk context: Board-sponsored actions (authorized share increase to 2.0B, management warrants approval, $500M equity facility) imply material potential dilution (proxy estimates up to ~124% if fully drawn), amplifying the need for strong independent oversight by directors like Wagner .
No related-party transactions involving Dana Wagner are disclosed. Director-specific attendance data are not yet available since his appointment was effective July 31, 2025 .
Sources
- 2025 DEF 14A (Sui Group Holdings Limited, filed Aug 26, 2025): independence, committee composition and charters, board plans for independence, audit committee financial expert status, board/committee meeting attendance, beneficial ownership table .
- 8-K (July 31, 2025): appointment of Wagner; director fee and warrant package; investor rights (Karatage, Sui Foundation); asset management agreement with Galaxy; strategic advisory agreement .
- Press Release (Aug 7, 2025): Galaxy Digital as asset manager and investor for SUI treasury .
- 2025 DEF 14A Proposals 2–4: authorized share increase, management warrants, $500M equity facility with dilution context .