Perianne Boring
About Perianne Boring
Perianne Boring, age 37, has served as an independent director of NAKA since August 14, 2025; she is a Partner at Off the Chain Capital and the Founder and former CEO of The Digital Chamber (May 2014–May 2025), where she now chairs the board; she holds a Bachelor’s degree in Economics from the University of Florida and is nominated for re‑election as a Class I director to a term expiring at the 2028 annual meeting based on a decade of leadership in Bitcoin and digital assets . The Board has affirmatively determined she is independent under Nasdaq standards and applicable SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Digital Chamber | Founder & CEO; later Chair of Board | May 2014–May 2025 (CEO); current Chair | Led industry trade association for blockchain; governance leadership cited in NAKA biography . |
| Off the Chain Capital | Partner | Current as of Oct 30, 2025 | Investment focus in blockchain/digital assets; role listed in director biography . |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| The Digital Chamber | Chair, Board of Directors | 501(c)(6) trade association | Chairs board following CEO tenure; industry advocacy in blockchain . |
| Off the Chain Capital | Partner | Investment firm | Firm focused on blockchain and digital asset opportunities . |
Board Governance
- Classification and tenure: Class I director; nominated for re‑election at the 2025 annual meeting to serve through the 2028 annual meeting; initial service since August 14, 2025 .
- Independence: Determined independent by the Board (overall) and for Audit Committee and Nominating & Corporate Governance Committee membership .
- Board leadership and executive sessions: CEO serves as Chairman; Board meets in executive session without management, and independent directors meet annually in executive session .
- 2024 meeting attendance (board-level context): In FY2024, directors then in office attended >90% of Board and committee meetings; all attended the 2024 annual meeting (note: Ms. Boring joined in 2025) .
| Committee | Role | Chair? | Independence Noted |
|---|---|---|---|
| Audit Committee | Member | No (Chair: Charles P. Blackburn) | Board determined committee members, including Ms. Boring, are independent; Audit Committee report lists her as member . |
| Nominating & Corporate Governance Committee | Member | No (Chair: Mark Yusko) | Board determined Ms. Boring and Mr. Yusko are independent for this committee . |
| Compensation Committee | Not a member | Chair: Greg Xethalis | Committee composition disclosed; interlocks section notes no reciprocal comp committee interlocks . |
Fixed Compensation
Post‑merger director compensation program adopted August 2025 (applies to non‑employee directors, including Ms. Boring):
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $100,000 . |
| Chair retainers | $25,000 for service as chair of Audit, Compensation, and Governance Committees (not applicable to Ms. Boring currently) . |
| Equity award | Annual RSUs valued at $150,000, vesting on the first anniversary of grant date, subject to continued service . |
| Meeting fees | None for FY2024; post‑merger program does not list meeting fees . |
| Expense reimbursement | Reasonable travel/lodging reimbursement for Board and committee meetings . |
Performance Compensation
- Structure: Non‑employee director equity grants are time‑based RSUs that vest after one year; no performance metrics were disclosed for director equity awards .
| Equity Award Type | Performance Metric | Target/Measurement | Vesting |
|---|---|---|---|
| RSUs | None disclosed for directors | Not applicable | Vest on first anniversary of grant, subject to continued service . |
Other Directorships & Interlocks
- Current public company boards: None disclosed in the NAKA proxy biography for Ms. Boring .
- Governance policies to mitigate interlocks/conflicts: Nominating & Corporate Governance Committee co‑monitors conflicts, prohibits director/relative service arrangements without review, and caps directors at no more than three other for‑profit public company boards with a nine‑month grace period for compliance .
- Related‑party transactions: The proxy discloses several related‑party transactions involving other executives/directors; no transactions involving Ms. Boring were disclosed .
Expertise & Qualifications
- Education: Bachelor’s in Economics, University of Florida .
- Domain expertise: Leadership and operational experience in Bitcoin and digital asset industries; Partner at a blockchain/digital asset investment firm; chair of major industry trade association .
- Board qualifications: Selected for decade‑long leadership in the industry, offering skills relevant to NAKA’s bitcoin treasury and digital asset activities .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Perianne Boring | — | — |
- Ownership base and policy context: Beneficial ownership percentages based on 439,850,889 shares outstanding as of Oct 30, 2025 . Insider Trading Policy prohibits short‑term trading, short sales, options trading, trading on margin or pledging, and hedging by directors, officers, employees, consultants, and independent contractors .
Governance Assessment
- Independence and committee effectiveness: Ms. Boring is independent and sits on the Audit Committee and the Nominating & Corporate Governance Committee, aligning with strong oversight of financial reporting, board composition, and conflict controls .
- Pay mix and alignment: Post‑merger director pay emphasizes balanced cash ($100k) and equity ($150k RSUs) with time‑based vesting; absence of performance metrics in director equity reduces pay‑for‑performance signaling but aligns tenure-based retention .
- Ownership alignment: No beneficial ownership disclosed as of Oct 30, 2025; ongoing RSU program may increase alignment over time; pledging/hedging prohibitions support alignment integrity .
- Conflict controls: Committee charters and policies explicitly restrict director/relative arrangements without review, cap external public boards, and authorize use of external advisors, mitigating conflict risk; no related‑party transactions involving Ms. Boring are disclosed .
- Legal protections: Standard indemnification agreement executed Aug 14, 2025 provides customary coverage to directors, consistent with peer governance practice .
- Board structure signals: CEO also serves as Chair; independent directors meet annually in executive session, providing partial counterbalance to combined leadership structure .
RED FLAGS
- No individual director ownership disclosed as of Oct 30, 2025 (—), which may temper perceived “skin‑in‑the‑game” until RSU vesting occurs .
- Combined CEO/Chair structure can concentrate power; mitigated by independence determinations and executive sessions .