Charles Blackburn
About Charles Blackburn
Charles P. Blackburn, 45, is an independent director of NAKA serving since August 14, 2025. He is Audit Committee Chair and a member of the Compensation Committee, designated by the Board as an “audit committee financial expert” given his financial sophistication. He holds a Bachelor’s in Management Information Systems (University of Mississippi) and an MBA (Western Governors University) and brings capital formation and corporate development expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NueCura Partners (Nashville) | Investor Partner | Since 2014 | Early-stage healthcare investing; capital formation expertise |
| Cherry Bekaert Advisory | Director (press release also notes Director of Business Development) | Since Nov 2019 | Business development, accounting/advisory industry experience |
| Spintel | Advisory Board Member | Since May 2022 | Music-focused technology advisory |
| Monarrch (AI royalties) | Advisory Board Member | Since Mar 2025 | AI/data-driven royalties advisory |
External Roles
| Organization Type | Company | Role | Public/Private | Notes |
|---|---|---|---|---|
| Accounting/Advisory | Cherry Bekaert Advisory | Director | Private | National accounting firm exposure |
| Venture/Angel | NueCura Partners | Investor Partner | Private | Healthcare focus |
| Technology | Spintel | Advisory Board | Private | Music-tech advisor |
| AI/Technology | Monarrch | Advisory Board | Private | AI royalties advisor |
Board Governance
| Item | Detail |
|---|---|
| Board class/term | Class II Director; term ending at 2026 annual meeting |
| Committee assignments | Audit Committee (Chair); Compensation Committee (Member) |
| Independence | Board determined independent under Nasdaq/SEC rules; also independent for Compensation Committee membership |
| Financial expert | Board-designated “audit committee financial expert”; financially literate |
| Attendance | FY2024: Board held 8 meetings; Audit Committee held 3; company disclosed each director attended >90% of Board/committee meetings during periods served (FY2025 attendance not yet disclosed) |
| Executive sessions | Board regularly meets in executive session; independent directors meet annually in executive session |
| Indemnification | Standard indemnification agreement executed August 14, 2025 for directors and certain officers, including Blackburn |
Fixed Compensation
| Component | Blackburn-Specific Details | Value |
|---|---|---|
| Annual cash retainer (post-merger) | Non-employee directors receive $100,000 | $100,000 |
| Committee chair fee | Additional $25,000 for service as Audit/Comp/ Gov Committee Chair; Blackburn is Audit Chair | $25,000 (Audit Chair) |
| Meeting fees | None for FY2024 (post-merger program has no additional meeting fees disclosed) | $0 |
| Equity retainer | Annual RSU grant valued at $150,000; vests on first anniversary of grant date, subject to continued service | $150,000 (grant-date value) |
| Effective date/context | Post-merger compensation program adopted August 14, 2025; detailed 2025 amounts to be reported in FY2025 proxy | Program adopted 8/14/2025 |
Note: Pre-merger director program (FY2024) was $12,000 cash + $12,000 restricted stock + $12,000 options; the post-merger program increased to market-aligned levels given expanded scope/time commitments .
Performance Compensation
- No performance-based metrics (e.g., revenue/EBITDA/TSR) were disclosed for director compensation; equity awards are time-based RSUs vesting after one year .
Insider Trades (Form 3/4)
| Filing Date | Transaction Date | Form Type | Type | Shares Transacted | Price | Post-Transaction Ownership | Ownership Type |
|---|---|---|---|---|---|---|---|
| 2025-08-21 | 2025-08-14 | Form 3 | Initial filing | 0 | — | 0 | — |
| 2025-09-24 | 2025-09-22 | Form 4 | A (Award) | 112,781 | $0.00 | 112,781 | Direct (D) |
Interpretation: A Form 4 “A” entry indicates an award/grant. The company’s director program indicates RSUs vest after one year; the Form 4 shows an award reported as Common Stock with zero price, consistent with restricted equity. Beneficial ownership tables as of Oct 30, 2025 list Blackburn with less than 1% and “—”, likely reflecting unvested awards not counted under SEC beneficial ownership rules .
Equity Ownership
| Measure | Blackburn |
|---|---|
| Beneficially owned shares (proxy, as of Oct 30, 2025; 439,850,889 shares outstanding) | —; less than 1% |
| Beneficially owned shares (proxy, as of Oct 21–22, 2025; 431,653,091 outstanding) | —; less than 1% |
| Reported post-award holdings (Form 4) | 112,781 shares (Direct) after 9/22/2025 award |
| Pledging/Hedging | Prohibited under Amended and Restated Insider Trading Policy (no pledging, margin, hedging) |
| Options outstanding | Post-merger director program focuses on RSUs; no options disclosed for current non-employee directors |
Other Directorships & Interlocks
| Category | Company | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No public company interlocks disclosed for Blackburn |
| Private/Advisory | Cherry Bekaert Advisory | Director | No related-party transactions identified involving Blackburn |
| Private/Advisory | NueCura Partners | Investor Partner | No related-party transactions identified involving Blackburn |
| Private/Advisory | Spintel | Advisory Board | No related-party transactions identified involving Blackburn |
| Private/Advisory | Monarrch | Advisory Board | No related-party transactions identified involving Blackburn |
Related-party note: The Audit Committee approved transactions involving Metaplanet and BTC-affiliated entities due to relationships of other directors/executives (Bailey, Evans, Yusko), not Blackburn .
Expertise & Qualifications
- Financial expertise; designated “audit committee financial expert,” with required financial literacy under Nasdaq rules .
- Capital formation and corporate development background; investor/operator experience across healthcare and advisory services .
- MIS and MBA credentials underpin operational and financial sophistication .
Governance Assessment
- Strengths: Independent status; Audit Chair role with financial expert designation; robust insider trading policy prohibiting pledging/hedging/margin/options trading; regular executive sessions enhance oversight .
- Compensation alignment: Post-merger program includes meaningful equity ($150k RSUs) with one-year vest, plus role-based cash retainer ($100k + chair $25k for Audit), aligning pay with responsibility and time commitments .
- Attendance: Company reported >90% attendance for directors in FY2024; FY2025 director-specific attendance (including Blackburn) not yet disclosed .
- Conflicts: No Blackburn-related related-party transactions disclosed; Audit Committee (chaired by Blackburn) reviewed and approved related-party items involving other directors, suggesting active conflict oversight .
- Watch items: Absence of disclosed director stock ownership guidelines; beneficial ownership table shows “—” for Blackburn despite Form 4 award—likely timing/vesting classification, but investors may seek clarity in FY2025 proxy on vested vs. unvested holdings .
Board Governance (Additional Detail)
| Topic | Detail |
|---|---|
| Committee composition snapshot (Oct 30, 2025) | Audit: Blackburn (Chair), Boring, Xethalis; Compensation: Xethalis (Chair), Blackburn; Nominating/Gov: Yusko (Chair), Boring |
| Committee activity (FY2024 context) | Board: 8 meetings; Audit: 3; Comp/Gov held within Board meetings; >90% attendance for directors |
| Independence/standards | Independent directors: Blackburn, Boring, Xethalis, Yusko |
| Compensation Committee interlocks | None; executives did not serve on other companies’ comp committees with NAKA directors |
Blackburn was appointed as Audit Chair and Compensation Committee member on August 14, 2025 per 8-K , and remains in those roles per proxy .
Related Party & Indemnification
- Indemnification agreements were executed August 14, 2025, including for Blackburn, providing director-level protections consistent with Utah law and company bylaws .
- Related party transactions requiring Audit Committee approval involved Metaplanet and BTC-affiliated entities due to relationships of other directors/executives; Blackburn not identified as a related party in those items .
The Company’s insider trading policy prohibits pledging, margin accounts, options trading, short sales, and hedging—reducing alignment risks for directors .
Director Compensation (FY2024 Table for Pre-Merger Directors)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| Amy Powell | $15,500 | $3,903 | $1,145 | — | $20,548 |
| Christian Robinson | $10,500 | $3,903 | $1,145 | — | $15,548 |
| Gary Seelhorst | $10,500 | $3,903 | $1,145 | — | $15,548 |
Blackburn joined post-merger; his FY2025 compensation will be disclosed in the FY2025 proxy .
Notes on Appointment & Compensation Adoption
- Appointment: On August 14, 2025, Blackburn was elected to the Board as an independent director; appointed Audit Chair and Compensation Committee member .
- Program adoption: Post-merger director compensation program adopted the same day; includes $100,000 cash retainer, $25,000 chair adders, and $150,000 RSUs vesting in one year .
All committee charters are available via the company’s investor site as noted in the proxy .