Greg Xethalis
About Greg Xethalis
Independent director (age 48) serving since August 14, 2025; Class I nominee up for re‑election at the December 17, 2025 annual meeting. Two decades as a corporate/regulatory attorney: General Counsel at Multicoin Capital Management (SEC‑registered investment adviser) since 2021; previously partner in investment management/fintech at Chapman and Cutler LLP (2019–2021). Education: JD, Fordham University School of Law; BA, Vanderbilt University. Also a Senior Lecturing Fellow at Duke Law teaching FinTech and Blockchain Law & Policy since 2022. The board has determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Multicoin Capital Management, LLC (SEC-registered IA) | General Counsel | 2021–present | Crypto regulatory and fund governance expertise |
| Chapman and Cutler LLP | Partner (Investment Management & Fintech) | May 2019–July 2021 | Structuring/regulatory for funds/fintech |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blockchain Association, Inc. | Director | Since Jan 2025 | Industry policy and advocacy |
| DeFi Education Foundation | Director | Since May 2024 | DeFi policy/education |
| Duke University School of Law | Senior Lecturing Fellow | Since Jan 2022 | FinTech/Blockchain law teaching |
Board Governance
- Board class: Class I; current term ends at 2025 annual meeting; nominated for a three‑year term to 2028 if re‑elected .
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee. Audit Committee members (including Xethalis) are independent and financially literate; Blackburn designated audit committee financial expert .
- Independence: The board determined Xethalis is independent under Nasdaq and SEC rules .
- Engagement: Board holds executive sessions without management; independent directors meet annually in executive session .
- Attendance: In FY2024, directors attended >90% of board and applicable committee meetings; board held 8 meetings and audit committee 3 (note: Xethalis joined in 2025) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Post‑merger director program adopted Aug 14, 2025 |
| Committee chair retainer (Compensation Committee) | $25,000 | Additional annual cash for chair roles |
| Meeting fees | None disclosed | No additional meeting fees in FY2024 |
Performance Compensation
| Equity Type | Annual Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Restricted Stock Units (RSUs) | $150,000 | RSUs vest on the first anniversary of grant, subject to continued service | None disclosed for directors (time‑based RSUs) |
Director equity is delivered as annual RSUs; the 2025 Equity Incentive Plan reserves 37,611,971 shares for awards across employees/directors .
Other Directorships & Interlocks
- No other public company directorships disclosed for Xethalis; external roles are in trade associations/academia .
Expertise & Qualifications
- Corporate/securities and investment management regulatory expertise in crypto/digital assets; financial literacy for audit committee service .
- Policy/industry leadership through Blockchain Association and DeFi Education Foundation; academic instruction in fintech/blockchain law .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Greg Xethalis | — | — | No beneficial ownership reported as of Oct 30, 2025; total outstanding shares 439,850,889 |
Insider trading policy prohibits short‑term trading, short sales, options trading, margin/pledging, and hedging by directors/officers; amended Aug 14, 2025 .
Governance Assessment
- Strengths: Independent director with deep regulatory/legal background; chairs Compensation Committee and serves on Audit Committee; board uses executive sessions; enhanced clawback and insider trading policies adopted Aug 2025 (hedging/pledging prohibited) bolstering alignment and compliance .
- Pay structure signal: Post‑merger director pay increased materially (cash retainer to $100k; RSUs to $150k; chair retainer $25k). This aligns NAKA with market for high‑demand governance but warrants monitoring for pay inflation and linkage to performance/long‑term value for shareholders .
- Conflicts/related party: No related‑party transactions disclosed involving Xethalis. Several related‑party approvals involved other directors/executives (BTC Inc., Metaplanet, Treasury B.V.), with Audit Committee oversight—placing added importance on independent committee rigor (including Compensation chair oversight across executive arrangements) .
Appendix: Committee Structure (as of Oct 30, 2025)
| Committee | Members | Chair | Independence Notes |
|---|---|---|---|
| Audit | Blackburn; Boring; Xethalis | Blackburn | All independent; financial literacy; Blackburn is financial expert |
| Compensation | Xethalis; Blackburn | Xethalis | Both independent; non‑employee per Rule 16b‑3 |
| Nominating & Corporate Governance | Yusko; Boring | Yusko | Both independent |
Upcoming Shareholder Action
- Xethalis is a Class I nominee for re‑election at the December 17, 2025 annual meeting (virtual). Board recommends voting FOR Class I nominees .