Amanda Fabiano
About Amanda Fabiano
Amanda Fabiano, 39, is Chief Operating Officer of NAKA (appointed August 14, 2025). She co-founded Second Gate Advisory and previously served as Head of Mining at Galaxy Digital (2020–2023) and Director of Bitcoin Mining at Fidelity Investments (2013–2020). She is a director at Terawulf Inc. (NASDAQ: WULF) and holds a Bachelor’s degree in Sociology (Criminal Justice concentration) from the University of Massachusetts Dartmouth . Company performance context: NAKA generated revenues of $3.77M in FY 2023 and $2.72M in FY 2024 with negative EBITDA and net income in both years; recent quarters likewise show losses alongside modest revenue levels (tables below; values retrieved from S&P Global).*
Company Performance Context (Annual)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | $3,768,598* | $2,719,840* |
| EBITDA ($USD) | -$1,514,583* | -$3,210,165* |
| Net Income - (IS) ($USD) | -$1,617,461* | -$3,617,647* |
| *Values retrieved from S&P Global. |
Company Performance Context (Quarterly, oldest → newest)
| Metric | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 |
|---|---|---|---|---|
| Revenues ($USD) | $647,867* | $603,887* | $579,655* | $408,527* |
| EBITDA ($USD) | -$1,024,242* | -$962,237* | -$1,023,970* | -$2,376,799* |
| Net Income - (IS) ($USD) | -$1,014,147* | -$1,001,521* | -$1,038,011* | -$2,413,787* |
| *Values retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Galaxy Digital | Head of Mining | 2020–2023 | Led mining operations and strategy in digital assets |
| Fidelity Investments | Director of Bitcoin Mining | 2013–2020 | Built institutional-grade mining capability and oversight |
| Second Gate Advisory | Co-Founder | — | Advises Bitcoin and Bitcoin mining companies |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Terawulf Inc. (NASDAQ: WULF) | Director | — | Active public company board service |
Fixed Compensation
| Component | Terms | Amount/Detail | Source |
|---|---|---|---|
| Base consulting fee (COO role via Second Gate Advisory LLC) | Monthly | $37,500 per month ($450,000 annualized) | |
| Target annual cash incentive | Up to 150% of consulting fee, subject to Board-set metrics | Target up to $675,000 (150% of $450,000) | |
| Initial equity grant | RSUs | Initial grant valued at $1,000,000, subject to vesting and Board-set performance metrics | |
| Annual performance equity | PSUs | Target up to $1,000,000 per year, subject to vesting and Board-set performance metrics | |
| Signing bonus | Cash + Stock | $5,000,000 total: $500,000 cash + $4,500,000 in NAKA common stock, contingent on transitioning Second Gate Advisory revenue to NAKA and vesting/other conditions |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual cash incentive | Board-established operating/strategic KPIs (not disclosed) | Not disclosed | Up to 150% of consulting fee | Not disclosed | Not disclosed | Payable by March 15 following year if employed through payment date |
| Initial RSU grant | Board-established performance conditions (not disclosed) | Not disclosed | $1,000,000 grant value | Not disclosed | Not disclosed | Subject to vesting; terms to award agreement; performance-based |
| Annual PSUs | Board-established performance conditions (not disclosed) | Not disclosed | Up to $1,000,000 per year | Not disclosed | Not disclosed | Subject to vesting and performance; terms to award agreement |
Note: Specific metric definitions, weightings, targets, and payout results are not disclosed in filings; awards are subject to Board-set performance criteria and standard vesting terms .
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Total beneficial ownership | 0 shares; less than 1% | As of Oct 30, 2025: “Amanda Fabiano — —%” ; Form 3 states “No securities are beneficially owned.” |
| Vested vs. unvested breakdown | Not disclosed for Amanda | — |
| Options (exercisable/unexercisable) | Not disclosed for Amanda | — |
| Shares pledged or margin | Company policy prohibits pledging and margin accounts | Amended and Restated Insider Trading Policy prohibits pledging/margin and hedging |
| Hedging | Prohibited for insiders | Amended and Restated Insider Trading Policy |
| Ownership guidelines | Not disclosed | — |
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Appointment & structure | Appointed COO on Aug 14, 2025; services delivered via consulting agreement with Second Gate Advisory LLC for 3-year term; Amanda designated as the individual performing COO services | |
| Compensation vehicles | Monthly consulting fee; annual cash incentive; initial RSU grant; annual PSUs; signing bonus (cash and stock) | |
| Severance (consulting agreement) | If consultant resigns following Company material breach or Company terminates for Company material breach: lump sum equal to 1× (annual consulting fee + target incentive); partial acceleration of any then-unvested initial RSUs and annual PSUs for awards that would vest in the 12 months following termination (performance conditions must be met); reimburse unreimbursed business expenses | |
| Termination by Company for consultant breach or resignation without Company breach | Accrued but unpaid fees and expense reimbursement only | |
| Change-of-control | No specific change-of-control severance disclosed for Second Gate Advisory LLC; general plan-level change-of-control acceleration exists under 2022 plan; 2025 plan terms do not specify automatic acceleration in filings | |
| Clawback policy | Amended and restated to comply with SEC Rule 10D-1; prohibits indemnification/reimbursement for clawbacks; details recovery methodology including stock price/TSR-based awards | |
| Insider trading policy | Amended and restated; expanded scope to consultants; preclearance, blackout windows; updated 10b5-1 disclosures; prohibits hedging, pledging, options trading, margin | |
| Indemnification | Company standard indemnification agreements for directors and officers; extended to executive officers including Amanda Fabiano | |
| Lock-up | Directors/officers agreed to a lock-up: 90 days (100% of securities acquired through Closing), and 180 days (50%) post-Closing, subject to exceptions |
Compensation Committee Analysis
- Committee members: Greg Xethalis (Chair), Charles P. Blackburn; both independent and qualify as “non-employee director” under Rule 16b-3 .
- Functions: Approves executive compensation policies/programs; reviews CD&A and committee disclosures; oversees equity compensation plans .
- Governance: Independent Audit and Nominating committees established; directors’ independence affirmed for majority of board .
Investment Implications
- Pay-for-performance alignment: Compensation is heavily equity-linked with initial RSU and annual PSUs plus a large, contingent sign-on equity award, indicating emphasis on execution milestones and value creation; however, specific performance metrics and weightings are undisclosed, limiting transparency into true pay-performance linkage .
- Retention and selling pressure: Three-year consulting term and severance protections offer retention support. Near-term selling pressure risk is moderated by lock-up restrictions (90 days/180 days), but could emerge upon vesting/lock-up expiration given sign-on equity scale and zero current beneficial ownership .
- Alignment and risk controls: Prohibitions on hedging/pledging/margin trading strengthen alignment; enhanced clawback policy reduces risk of paying for overstated results .
- Execution risk vs. company fundamentals: NAKA’s recent financials show negative EBITDA and net losses across FY 2023–FY 2024 and the last four quarters, raising the bar for operational execution under Fabiano’s COO remit to deliver measurable performance outcomes tied to incentive awards (see performance tables above; values retrieved from S&P Global).*