Mo Hayat

About Mo Hayat

Mohammad “Mo” Hayat is Head of Corporate Development & Chief Legal Officer (since May 2024) and a director of MDB Capital Holdings, LLC (MDBH) since January 14, 2022. He is 50 years old, holds a JD from UC Berkeley School of Law (2001) and a BS in Biological Chemistry from Pepperdine University (1997) . His employment agreement (April 15, 2022) provides a $300,000 base salary, an annual bonus split one-third discretionary and two-thirds KPI-based, and an initial grant of 1,000,000 RSUs vesting over five years; on April 28, 2025, his remaining 900,000 RSUs were converted into stock options . MDBH is a controlled company; the CEO also serves as Board Chair, and Mo is a non‑independent executive director, which concentrates control and has oversight implications .

Past Roles

External Roles

Fixed Compensation

• Annual bonus structure: one‑third discretionary; two‑thirds KPI‑based (specific metrics not disclosed) .
• Benefits: eligible for company plans; location Los Angeles; reimbursable expenses .

Performance Compensation

Equity Awards (grants and plan structure)

Options Outstanding

Equity Grant Fair Values (as disclosed in Summary Compensation Table)

Notes:

• Specific annual bonus performance metrics, weightings, targets, and payouts are not disclosed beyond the 1/3 discretionary and 2/3 KPI-based framework .

Equity Ownership & Alignment

Potential selling pressure note:

• Company policy permits sales within 15 days after vesting; coupled with sizable service‑based vesting and option exercises, this can create episodic liquidity events, absent 10b5‑1 plans (none adopted/terminated in the last fiscal quarter referenced) .

Employment Terms

Board Governance and Director Service

• Board Service: Director since January 14, 2022; non‑independent executive director .
• Committee Memberships: Audit Committee comprises independent directors (Torpey—Chair, Meline, Magennis); Mo is not a member .
• Attendance: In FY2024, the Board held four meetings; each incumbent director attended ≥75% of Board/committee meetings during their service period .
• Governance Structure: Controlled company under Nasdaq rules; exempt from majority‑independent board and compensation/nomination committee requirements. CEO also serves as Board Chair; Lead Independent Director is Daniel Torpey (appointed Feb 13, 2025), providing some counterbalance .
• Director Compensation Policy: Directors who also receive salaries (i.e., executives) generally do not receive separate director fees; independent director fee was $50,000 in 2024 (plus equity for some) .

Director Compensation (Context for Board)

Related Party Transactions (Screening Notes)

• Controlled voting by two Class B holders (CEO and Head of New Venture Discovery); related service payments to their Nicaraguan entity; audit committee reviews related party transactions .
• Officer‑related reimbursements (e.g., taxes paid on behalf of certain officers, later reimbursed) noted; no Mo‑specific related‑party transactions disclosed .

Risk Indicators & Red Flags

• Governance concentration: Controlled company with CEO as Chair; Mo is a non‑independent executive director, reducing independent oversight of compensation and strategy .
• Equity plan discretion: Broad board discretion on equity awards and potential acceleration may misalign with best practices if not tightly performance‑conditioned; however, plan includes market‑based vesting constructs for some awards .
• Trading windows: Policy allows sales within 15 days post‑vesting (if no blackout/MNPI), potentially increasing near‑term selling pressure around vesting dates .

Compensation Structure Analysis

• Mix shift and equity leverage: In 2024, Mo received $681,000 in stock awards and $152,078 in option awards vs. $300,000 salary, indicating heavy equity emphasis and alignment with share price outcomes .
• Performance linkage: Cash bonus design is partly KPI‑based (2/3) but specific metrics/targets not disclosed; equity included service-based RSUs (now options) and plan‑level market vesting constructs for certain groups .
• Retention profile: Five‑year vesting and sizable option holdings (strike $2.44; expiry 2028) encourage tenure. RSU‑to‑option conversion (Apr 28, 2025) may modify incentive slope toward upside capture while reducing guaranteed value .

Equity Ownership & Awards Detail Tables

Summary Compensation (Mo Hayat)

Option Holdings (Mo Hayat)

Beneficial Ownership (as of 9/30/2025)

Footnote: Table footnote indicates not including 900,000 RSUs vesting through April 2027 for certain individuals; Mo’s RSUs were converted to options on April 28, 2025 per his employment disclosure .

Investment Implications

• Alignment and upside: Mo’s comp leans heavily to equity with long‑dated options (strike $2.44) and multi‑year vesting, which aligns incentives with share price appreciation and retention .
• Governance discount risk: Controlled company status, CEO as Chair, and Mo’s non‑independent director status may warrant a governance discount and reduce pay/strategy challenge function; the Lead Independent Director role partially mitigates this .
• Event‑driven flow: Policy allowing trades within 15 days post‑vesting and scheduled vesting cadence can create predictable liquidity windows; monitor Form 4 filings and any 10b5‑1 adoptions for sell‑pressure signals (Company notes none were adopted/terminated in the referenced quarter) .
• Downside protections vs. windfalls: Severance capped at one year salary plus pro‑rata bonus and COBRA is modest by market standards, limiting downside cost; plan acceleration on change‑of‑control could create deal‑related overhang/windfall risk if not performance‑conditioned .

References: All facts and figures cited from MDBH 2025 DEF 14A and 2024 DEF 14A, and the June 2, 2025 8‑K: .