Andrew Creighton
About Andrew Creighton
Andrew Creighton, age 53, serves as Chief Commercial Officer of Kindly MD d/b/a Nakamoto (NAKA) since August 14, 2025, following prior roles as Secretary of Nakamoto Holdings Inc. (since March 2025) and Interim Chief Commercial Officer/Corporate Development at BTC Inc. (since April 2024). He owns Advice by AC, LLC and has advised Seed Health LLC, Commune Media LLC, FoundryWorks Inc., VICE Holdings Inc., and NeuBio LLC; he sits on the board of The Michael J. Fox Foundation for Parkinson’s Research (since January 2016). Creighton holds a B.Sc. (Honors) in Physics from Manchester University, UK. Annual incentive metrics for his compensation are established by NAKA’s Board; detailed performance metric targets (e.g., TSR, revenue, EBITDA) are not disclosed in filed documents .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nakamoto Holdings Inc. | Secretary | Since Mar 2025 | Corporate governance and commercial leadership prior to CCO appointment . |
| BTC Inc. | Interim Chief Commercial Officer / Corporate Development | Since Apr 2024 | Led global commercial strategy, licensing, capital and partnership development; responsibilities detailed in Exhibit A of Creighton’s employment agreement . |
| Advice by AC, LLC | Owner | — | Consulting and advisory services supporting commercial strategy . |
| Seed Health LLC | Advisor | — | Advisory role; details not disclosed . |
| Commune Media LLC | Advisor | — | Advisory role; details not disclosed . |
| FoundryWorks Inc. | Advisor | — | Advisory role; details not disclosed . |
| VICE Holdings Inc. | Advisor | — | Advisory role; details not disclosed . |
| NeuBio LLC | Advisor | — | Advisory role; details not disclosed . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Michael J. Fox Foundation for Parkinson’s Research | Board Member | Since Jan 2016 | Non-profit governance; industry network and reputation . |
Fixed Compensation
| Component | 2025 Agreement Terms | Notes |
|---|---|---|
| Base Salary | $600,000 | Subject to Board review and adjustment . |
| Signing Bonus | $250,000 | One-time sign-on bonus . |
| Annual Incentive Target | Up to $200,000 | Subject to Board-established performance metrics . |
| Perquisites | Business class travel for flights ≥3 hours | For company business travel . |
Performance Compensation
| Metric / Vehicle | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive | — | Up to $200,000 | Not disclosed | Not disclosed | N/A |
| Performance-Based RSUs (Annual) | — | $800,000 value | Not disclosed | Not disclosed | Subject to Board-set performance metrics; partial acceleration for awards that would vest within 6 months upon qualifying termination . |
| Initial Stock Options (Grant at Appointment) | — | 500,000 options | N/A | N/A | Vesting terms not detailed; partial acceleration for awards that would vest within 6 months upon qualifying termination; exercise price set per equity plan policy (closing price preceding grant date) . |
Equity award grant policy: Option exercise prices are set at the closing price of NAKA common stock on the date preceding grant approval; equity awards are not timed around MNPI, per Compensation Committee policy .
Equity Ownership & Alignment
| Item | As of Oct 30, 2025 |
|---|---|
| Beneficial Ownership (Shares) | 3,124,971 |
| Ownership % of Outstanding | <1% (“*” indicated) of 439,850,889 shares |
| PIPE Shares Acquired at Merger Closing | 892,857 |
| Options Exercisable Within 60 Days | Not disclosed for Creighton (row shows total beneficial shares only) |
| Hedging/Pledging | Prohibited by Amended and Restated Insider Trading Policy (no hedging, margin, pledging, short sales, or options trading) |
Section 16 compliance: Company notes timely compliance for officers/directors with specified late filings not including Creighton .
Employment Terms
| Provision | Summary |
|---|---|
| Employment Start Date | August 14, 2025 (appointment as Chief Commercial Officer) |
| Employment Nature | At-will; either party may terminate at any time, with or without cause . |
| Severance (Qualifying Termination) | If resignation for “good reason” or termination without “cause”: six months of then-current annual salary paid monthly; partial acceleration of unvested options/PSUs that would vest within 6 months (performance awards subject to metrics), plus accrued vacation and unpaid salary . |
| “Cause” Definition | Includes willful misconduct/gross negligence, material policy violation, fraud/dishonesty, felony/moral turpitude, material breach of agreement/fiduciary duty, unauthorized disclosure of confidential information (with notice/cure where applicable) . |
| “Good Reason” Definition | Material diminishment of job title; >10% salary reduction; material change in primary work location (>30 miles) initiated by company . |
| Restrictive Covenants | Customary confidentiality, non-compete, non-solicitation, IP provisions . |
| 409A (Specified Employee) | Six-month delay for deferred compensation payments if required; lump-sum catch-up thereafter; standard tax withholding . |
| Equity Plan Context | 2025 Equity Incentive Plan reserves 37,611,971 shares for awards; option exercise price policy as above; grant timing policy to avoid MNPI windows . |
Compensation Committee Analysis
- Committee members: Greg Xethalis and Charles P. Blackburn .
- Insider Trading Policy prohibits hedging/pledging, short-term trading, short sales, options trading on company securities, and margin accounts—supports alignment and reduces leverage-related selling pressure .
- Equity award grant policy avoids MNPI timing; option strikes set at prior-day close; no retroactive grant date selection .
Investment Implications
- Alignment: Equity-heavy mix (annual PSUs valued at $800k and 500k initial options) plus prohibitions on hedging/pledging and margin trading indicate solid pay-for-performance potential and reduced misalignment risk .
- Skin-in-the-game: Creighton’s 3,124,971 shares and participation in the PIPE (892,857 shares at merger closing) provide tangible exposure to equity value creation, though overall ownership remains <1% of shares outstanding .
- Retention risk: Severance limited to six months’ salary with only partial acceleration of equity (next six months’ vesting) moderates departure costs and discourages short-tenor exits; at-will status with non-compete/non-solicit further stabilizes retention dynamics .
- Award mechanics: Lack of disclosed quantitative performance targets/weights for annual cash incentive and PSUs introduces transparency risk for pay-for-performance assessment until the Board publishes metrics; monitor forthcoming award agreements and proxy updates .
- Trading signals: The insider policy’s strict prohibitions reduce the likelihood of hedging and pledging-driven selling; actual selling pressure cannot be assessed without Form 4 data—monitor filings for option exercises/RSU settlements post-vesting .