Jared Barrera
About Jared Barrera
Jared Barrera, age 44, is the Chief Financial Officer of NAKA and has served in this role since September 28, 2022. He holds an MBA (Accounting emphasis, 2015) and a BS in Accounting (2011), both from Utah Valley University, and brings 20 years of finance and healthcare expertise spanning revenue optimization, GAAP accounting, budgeting/forecasting, financial modeling, and revenue cycle management . Company filings do not disclose TSR, revenue growth, or EBITDA growth ties to his compensation; his bonus eligibility is “subject to performance criteria” without specified metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Granger Medical Clinic | Senior Manager, Revenue Cycle & Business Intelligence | Nov 2018 – Sep 2022 | Led revenue optimization and BI across a large physician-owned group |
| Physician Group of Utah | Director of Finance | Oct 2015 – Oct 2018 | Directed finance, budgeting, forecasting, and accounting processes |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external public company directorships disclosed in NAKA filings reviewed |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base salary ($) | $215,000 | Increased to $215k upon Nasdaq listing; initial base $130k on 9/14/2023 |
| Target bonus (%) | Up to 15% of annual salary | Paid semi-annually; subject to Board-approved performance criteria |
| Actual bonus paid ($) | $5,375 (2024) | Determined by the Company for 2024 |
| Annual salary increase | Minimum 2% annually (subject to Board approval) | Effective on each anniversary of the agreement |
| ISO grant policy | Annual ISOs ≥ 20% of salary | Per employment agreement |
Performance Compensation
Cash/Bonus Plan
| Metric | Weighting | Target | Actual Payout | Payout Timing | Vesting |
|---|---|---|---|---|---|
| Performance Bonus | Not disclosed | Up to 15% of salary | $5,375 for 2024 | Semi-annual | N/A |
Filings do not disclose specific performance metrics (e.g., revenue, EBITDA, TSR) used to determine bonus payouts .
Stock Options – Grants and Vesting
| Grant Date | Shares | Strike ($) | Vesting | Expiration |
|---|---|---|---|---|
| Jan 2, 2024 | 215 | 5.50 | 6-month cliff; 100% vests at cliff | Jan 2, 2034 |
| Jul 31, 2024 | 5,000 | 1.72 | Fully vested at grant | Jul 31, 2034 |
| Sep 30, 2024 (fully vested) | 5,608 | 5.50 | Fully vested at grant | Sep 30, 2034 |
| Sep 30, 2024 (time-vest) | 7,324 (2,289 ex., 5,035 unex.) | 3.00 | Time-vest over 3 years in equal monthly installments | Sep 30, 2034 |
| Oct 14, 2024 amendment | 7,324 options in lieu of 6,404 RS | — | Subject to vesting conditions | — |
“Ex.” denotes exercisable; “Unex.” denotes unexercisable as of 12/31/2024 .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 57,853 | Includes 15,842 common shares and 42,011 options exercisable within 60 days |
| Ownership (% of outstanding) | <1% (“*”) | Based on 439,850,889 shares outstanding as of Oct 30, 2025 |
| Shares pledged as collateral | Prohibited by policy | Insider policy prohibits margin and pledging; no pledges disclosed |
| Vested vs unvested (as of FY-end 2024) | 13,112 ex.; 5,035 unex. | Exercisable sum: 2,289+5,608+5,000+215; unexercisable: 5,035 |
| Insider reporting compliance | Late Form 4 filed May 14, 2025 | Late filings for 2024 grants noted |
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Role & start | CFO; joined Sep 28, 2022 | Exec bios |
| Contract (9/14/2023) | Base $130k; to $215k post-Nasdaq; min 2% annual increase; initial RS grant 24,204; bonus up to 15% semi-annually; annual ISOs ≥ 20% of salary | Employment agreement |
| 10/14/2024 amendment | 7,324 stock options in lieu of 6,404 restricted shares, subject to vesting | Amendment |
| 5/12/2025 amendment | +35,000 ISOs; options/equity exercisable for 1 year post-employment; resignation upon change in control; severance 6 months salary if terminated within 120 days of change in control; waiver of future equity claims and “good reason” re Merger | Amendment |
| 8/14/2025 addendum | Remain CFO post-change in control until new CFO retained; waive “Good Reason” claims; clarifies resignation timing | EX-10.14 |
| Termination (without cause/for good reason) | Accrued obligations + Severance Payment equal to 3 months of salary; equity benefits per plan; lump sum within 45 days | Proxy |
| Disability/death | Accrued obligations; prorated bonus/incentive; equity benefits; certain medical/retiree coverages; lump-sum payments subject to timing | Proxy |
| Change-in-control | If terminated within 120 days: 6 months of salary + accrued obligations; paid within 45 days | Proxy |
| Post-termination equity | Outstanding stock options/equity awards remain exercisable for one year post-employment (subject to plan and awards) | Proxy |
| Restrictions | Benefits contingent on execution/non-revocation of release; non-competition, non-solicitation, non-disparagement obligations | Proxy |
| Insider trading policy | Prohibits short-term trading, short sales, options trading, margin/pledging, hedging | Insider policy |
The change-in-control severance is double-trigger (requires termination within 120 days of a change in control) per employment agreement language .
Compensation Summary – Multi-Year (Jared Barrera)
| Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) | Stock Options ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 177,404 | 5,375 | — | 17,924 | — | 200,703 |
| 2023 | 119,154 | — | 26,990 | — | — | 146,144 |
Equity Awards Outstanding (FY-End 2024)
| Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Strike ($) | Expiration |
|---|---|---|---|---|
| Sep 30, 2024 (3-year monthly vest) | 2,289 | 5,035 | 3.00 | Sep 30, 2034 |
| Sep 30, 2024 (fully vested) | 5,608 | — | 5.50 | Sep 30, 2034 |
| Jul 31, 2024 (fully vested) | 5,000 | — | 1.72 | Jul 31, 2034 |
| Jan 2, 2024 (6-month cliff) | 215 | — | 5.50 | Jan 2, 2034 |
Governance and Compensation Committee
- Compensation Committee membership: Greg Xethalis (Chair) and Charles P. Blackburn; Board determined both are independent under Nasdaq rules and qualify as “non-employee director” under Rule 16b-3 .
- Committee remit includes approving executive compensation, overseeing equity plans, and producing required compensation disclosures; authority to obtain external advisors at the Company’s expense .
- Compensation Committee interlocks: None disclosed in past year; stockholder engagement and director communication policies outlined .
Risk Indicators & Red Flags
- Late Section 16 filing: A late Form 4 for Barrera was filed on May 14, 2025 regarding 2024 option grants—indicative of a minor compliance lapse .
- Hedging/pledging prohibited: Insider Trading Policy bans margin accounts, pledging, options trading, short sales, and hedging—reducing misalignment risk via derivatives or collateralization .
- Change-in-control economics: Double-trigger severance at 0.5x annual salary if terminated within 120 days of a CIC; base severance 0.25x for no-cause/“good reason,” which is modest relative to typical market multiples .
- Repricing/modification: 2024 amendment swapped RS for options (7,324 options in lieu of 6,404 RS), but filings do not indicate option repricing; several awards were fully vested at grant, shifting mix toward more guaranteed equity .
Investment Implications
- Alignment: Barrera’s beneficial ownership is small (<1%), but he holds a meaningful number of options exercisable within 60 days; policy bans pledging/hedging, which supports alignment. Monthly vesting of the 3-year $3.00 options creates steady incremental liquidity, a potential source of selling pressure depending on blackout windows .
- Retention: Post-merger addendum kept him in-seat until a new CFO is retained; severance terms are modest, suggesting limited retention economics and potential transition risk once the new CFO is appointed .
- Pay-for-performance: Bonus structure references performance criteria but lacks disclosed metrics or weightings; several equity awards were fully vested on grant dates, reducing performance conditioning and potentially weakening pay-for-performance linkage .
- Governance: Independent Compensation Committee with authority to use external advisors is a positive; the late Form 4 is a minor governance blemish but not material by itself .