David Bailey
About David Bailey
David Bailey (age 35) is Chief Executive Officer and Chairman of the Board of Kindly MD, Inc. (ticker: NAKA), serving in both roles since August 14, 2025; he holds a B.A. in Finance and Entrepreneurship from the University of Alabama Honors College . Strategic milestones under the new regime include closing the Nakamoto merger and financing ~$540.0 million of PIPE proceeds (plus a $200.0 million secured convertible debenture) to fund a bitcoin treasury strategy and working capital . Bailey’s arrangement is structured via a consulting agreement through BTC Consulting, LLC, with significant at‑risk, performance‑based elements (cash incentive and equity) aligned to board‑set metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BTC Inc. | Chief Executive Officer and Co‑Founder | Not disclosed (active) | Media/Bitcoin operating experience; platform for network and deal flow . |
| UTXO Management LLC | General Partner | Not disclosed (active) | Digital asset investing; aligns with bitcoin treasury strategy . |
External Roles
| Organization | Role | Years | Notes/Impact |
|---|---|---|---|
| Moon Inc. (HK Asia Holdings Limited) | Director | Not disclosed | Board seat expands Asia/Bitcoin ecosystem connectivity . |
| Bitcoin Policy Institute | Director | Not disclosed | Advocacy/policy network in bitcoin industry . |
| BTC Inc. | Director | Not disclosed | Governance role at affiliated media/bitcoin company . |
| Metaplanet Inc. (TSE:3350; OTC: MTPLF) | Advisory board (Bailey); Board ties among NAKA directors/executives | 2025 | NAKA invested ~$30M; affiliations reviewed/approved by Audit Committee . |
| Treasury B.V. (Netherlands) | Planned strategic advisory board appointment upon reverse listing | 2025 (post‑listing contemplated) | Minority investment (~$15M) with Audit Committee approval due to BTC affiliations . |
Fixed Compensation
| Component | Structure | Amount/Terms |
|---|---|---|
| Consulting fee (BTC Consulting, LLC) | Monthly cash | $58,333.33 per month ($700,000 annualized) . |
| Signing bonus | One‑time | $250,000 lump sum . |
| Perquisites | Travel | Eligible for private aircraft travel for business per Company policy . |
| Indemnification | Standard D&O | Company executed standard indemnification agreement at closing . |
Performance Compensation
| Instrument | Target/Size | Performance Metrics | Vesting/Other Key Terms |
|---|---|---|---|
| Annual cash incentive (consulting) | Up to $2,100,000 target | Metrics established by the Board | Terms per BTC Consulting Agreement; not further detailed in proxy . |
| Initial stock options | 5,000,000 options | Not specified (service/performance per plan/award agreement) | Subject to vesting and other customary terms; details not disclosed in proxy . |
| Annual performance‑based RSUs | Target up to $1,000,000 | Metrics established by the Board | Subject to vesting and performance; details not disclosed in proxy . |
| Change‑in‑control treatment (plan‑level) | Plan default provides acceleration | If not otherwise specified in award, options become fully exercisable; performance shares deem targets met (pro‑rated), restricted stock vests upon change of control . |
Notes:
- Compensation is provided under a consulting structure (not a standard employment agreement) for Bailey via BTC Consulting, LLC .
- The Compensation Committee (independent directors) oversees executive compensation and may obtain external advisors .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 11,160,572 shares (2.54% of 439,850,889 outstanding as of Oct 30, 2025) . |
| Ownership breakdown | Not separately disclosed for Bailey (direct vs. indirect not itemized) . |
| Hedging/pledging | Company policy prohibits pledging, margin, options trading, and hedging for directors/officers/employees . |
| Ownership guidelines | Not disclosed for executives in the proxy . |
Implications:
- A 2.54% stake signals meaningful alignment; the Company’s prohibition on pledging/margin/hedging reduces misalignment and forced‑sale risk .
Employment Terms
| Term | Bailey (via BTC Consulting, LLC) |
|---|---|
| Nature of relationship | Consulting agreement with BTC Consulting, LLC (entity controlled by Bailey) . |
| Base/term | $58,333.33 per month; terminable per agreement . |
| Incentive eligibility | Annual cash incentive up to $2,100,000; annual performance‑based RSUs up to $1,000,000; initial 5,000,000 options . |
| Severance | If consultant resigns following a material Company breach or is terminated with Company material breach: lump sum equal to 2x (annual consulting fee + target incentive); full acceleration of then‑unvested initial options, initial RSUs, and annual PSUs (subject to performance conditions for any performance awards) . |
| For‑cause or voluntary (no breach) | Accrued but unpaid fees and expense reimbursement (no multiple) . |
| Change‑in‑control | Not expressly provided in the consulting agreement; default plan‑level CIC acceleration applies unless an award agreement specifies otherwise . |
| Indemnification | Standard Company indemnification agreement . |
Board Governance
- Roles: Bailey serves as CEO and Chairman; Board has not mandated separation of roles, citing benefits of CEO knowledge/communication efficiency .
- Independence: Independent directors determined to be Blackburn, Boring, Xethalis, Yusko; Bailey (CEO/Chair) and Pickett (CMO/Director) are not independent .
- Committees (all independent): Audit (Chair: Blackburn); Compensation (Chair: Xethalis); Nominating & Corporate Governance (Chair: Yusko). Bailey serves on no committees .
- Executive sessions: Board meets in executive session without management; independent directors meet annually in executive session .
Dual‑role implications:
- Combining CEO and Chair concentrates authority; mitigants include fully independent key committees and executive sessions of independent directors .
Performance & Track Record
- Transformational transactions: Closed the Nakamoto merger and PIPE financings (~$540.0M gross proceeds) and a $200.0M secured convertible debenture; PIPE proceeds used to acquire bitcoin for a treasury strategy and for working capital .
- Strategic investments with disclosed affiliations: ~$15.0M investment in Treasury B.V. with planned advisory role for Bailey; Audit Committee approved given BTC affiliations . ~$30.0M commitment in Metaplanet Inc.; Audit Committee approval due to affiliations among Bailey and other NAKA insiders .
Related Party Transactions (Governance Oversight Focus)
- BTC Consulting, LLC: Bailey’s controlled entity provides CEO services under a detailed consulting agreement (cash fee, bonus eligibility, sizable equity grants, perquisites) .
- Treasury B.V.: Minority investment; affiliate relationships via BTC required Audit Committee approval; contemplated advisory role for Bailey post‑listing .
- Metaplanet Inc.: NAKA investment; oversight by Audit Committee due to insider affiliations (Bailey advisory, Evans and Yusko board roles) .
- Indemnification agreements: Implemented for all directors and select officers/advisors at closing .
Risk Indicators & Red Flags
- Dual CEO/Chair structure: Potential governance risk offset by independent committees and executive sessions .
- Related‑party exposure: Multiple transactions within the bitcoin ecosystem involving entities where insiders hold roles; all disclosed as approved by the Audit Committee under the Related Person Transaction Policy .
- Insider trading policy: Prohibitions on pledging, hedging, short sales, options trading, and margin reduce alignment risks and potential forced selling; structured trading discipline implied .
- Legal history: The Company discloses no adverse legal or regulatory proceedings against current directors/officers over the past ten years .
Director Service (for Bailey)
- Board service start: August 14, 2025 (CEO and Chairman) .
- Committee roles: None (consistent with management director status) .
- Independence: Not independent as CEO .
- Board attendance: Company disclosed >90% attendance for directors in 2024; Bailey joined in 2025 (attendance metric pertains to prior board composition) .
Director Compensation (Context)
- Non‑employee director program post‑merger: $100,000 annual cash retainer; $25,000 chair retainers; annual RSUs valued at $150,000 vesting on first anniversary. Applies to non‑employee directors; not applicable to Bailey as CEO/Chair .
Compensation Structure Analysis
- Shift to performance pay: Large performance‑based opportunity (cash up to $2.1M and annual PSUs up to $1.0M) puts significant pay at risk versus fixed consulting fee of ~$0.7M annually .
- Equity leverage: Initial 5,000,000‑option grant amplifies upside if strategy succeeds; vesting specifics not disclosed in proxy (monitor award agreements when filed) .
- CIC/acceleration mechanics: Plan‑level CIC acceleration and consulting agreement severance/acceleration on Company breach can lead to meaningful value crystallization; underscores need to scrutinize award‑specific terms .
- Perquisites: Business aircraft access present (governance optic to monitor usage controls and disclosure) .
Equity Ownership & Alignment (Detail Table)
| Metric | Value |
|---|---|
| Shares beneficially owned | 11,160,572 |
| % of outstanding | 2.54% (out of 439,850,889 shares outstanding as of Oct 30, 2025) |
| Pledging/hedging | Prohibited by Company policy (no margin, pledging, hedging, options trading) |
| Ownership guidelines | Not disclosed in proxy |
Employment Terms (Severance & Triggers)
| Scenario | Cash Treatment | Equity Treatment | Notes |
|---|---|---|---|
| Company material breach/consultant resigns following breach; or Company terminates “with material breach by Company” | Lump sum = 2x (annual consulting fee + target incentive) | Full acceleration of any then‑unvested initial options, initial RSUs, and annual PSUs (performance metrics must be met for performance awards) | BTC Consulting, LLC agreement . |
| Company terminates for “material breach by consultant” or consultant resigns without Company breach | Accrued but unpaid consulting fees + expense reimbursement | None specified beyond standard accrued; no acceleration | |
| Change‑in‑control (plan‑level) | N/A (consulting agreement silent) | Plan default: full option exercisability; performance shares deemed to target (pro‑rated); restricted stock vests, unless award agreement states otherwise | Award agreements may modify plan defaults . |
Investment Implications
- Alignment and upside: 2.54% ownership plus a large initial option grant and recurring performance equity create strong upside alignment; anti‑pledging/hedging policy reduces adverse alignment risks .
- Pay‑for‑performance sensitivity: A high target incentive ($2.1M) and PSUs ($1.0M target) make realized pay sensitive to execution; lack of disclosed metric specifics warrants monitoring of CD&A in future proxies and award exhibits .
- Vesting/supply overhang: Sizeable equity awards could create selling pressure when vesting/lockups lapse; monitor Form 4 filings and award schedules once filed (vesting terms not detailed in proxy) .
- Governance risk vs. mitigants: Dual CEO/Chair structure is a classic risk; mitigated by fully independent Audit/Comp/NomGov committees and executive sessions of independent directors .
- Related‑party oversight: Multiple insider‑affiliated transactions (Treasury B.V., Metaplanet, BTC Consulting) increase governance complexity but were approved by the Audit Committee; sustained, rigorous related‑party oversight remains critical .
- Execution focus: Post‑merger capital deployment (bitcoin treasury, strategic stakes) is central to the thesis; board‑set performance metrics will determine incentive payouts and are a key indicator of management confidence and hurdle rigor in subsequent disclosures .
Sources:
- DEF 14A, Kindly MD, Inc. (NAKA), filed Nov 3, 2025: CEO/Chair roles and board structure ; committees and independence ; insider trading policy (hedging/pledging prohibitions) ; legal proceedings ; ownership table ; related‑party transactions (BTC Consulting, Treasury B.V., Metaplanet), indemnification ; plan‑level CIC treatment ; director pay program ; merger/PIPE/convertible details and bitcoin treasury strategy .