Tyler Evans
About Tyler Evans
Tyler Evans is Chief Investment Officer (CIO) of NAKA (Kindly MD, Inc.) appointed on August 14, 2025; age 33; B.S. in Chemical Engineering from the University of Alabama. He brings extensive executive and technology leadership experience as co-founder/director of BTC Inc. (since 2014) and Managing Partner/CIO of UTXO Management (since 2019), and holds board roles at Metaplanet Inc., Smarter Web Company PLC, Matador Inc., and BTC Inc. . Company-level TSR, revenue, and EBITDA performance during his tenure are not disclosed in the proxy/8‑K excerpts cited here .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BTC Inc. | Director and Co‑Founder | 2014–present | Executive and technology leadership in the Bitcoin ecosystem |
| UTXO Management LLC | Managing Partner & CIO | 2019–present | Executive and technology leadership in digital assets investing |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Metaplanet Inc. | Director | Current (as of 2025) | Company invested up to $30m in Metaplanet; Audit Committee approved as related‑party given Evans’ directorship . |
| Smarter Web Company PLC | Director | Current (as of 2025) | Listed as board position . |
| Matador Inc. | Director | Current (as of 2025) | Listed as board position . |
| BTC Inc. | Director | Current (as of 2025) | Listed as board position . |
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Base Salary | $500,000 | Subject to Board review/adjustment |
| Sign‑on Bonus | $250,000 | Payable in two equal installments; subject to clawback under certain circumstances |
| Travel/Perquisites | Private aircraft use eligibility for business travel | Per company policies |
Performance Compensation
| Incentive | Target/Grant | Performance metrics | Weighting | Payout (most recent) | Vesting/Notes |
|---|---|---|---|---|---|
| Annual Cash Incentive | Up to $1,500,000 | Board‑established metrics (not disclosed) | Not disclosed | Not disclosed | Annual program; subject to metrics |
| Initial Stock Options | 10,000,000 options | Not applicable | Not applicable | Not applicable | Subject to vesting and customary terms; option exercise price policy = prior day close for grants generally |
| Annual Performance‑Based RSUs | $800,000 value | Board‑established metrics (not disclosed) | Not disclosed | Not disclosed | Subject to performance/vesting; annual program |
Clawback: Company updated its clawback policy in Aug‑2025 to comply with Rule 10D‑1; covers all incentive compensation for current/former executive officers; prohibits indemnification/insurance for clawed amounts .
Equity Ownership & Alignment
| Item | Detail | Notes |
|---|---|---|
| Beneficial ownership | 2,410,685 shares (<1%) | As of Oct 30, 2025; “less than 1%” per table . |
| Recent purchase (PIPE) | 178,571 shares | Purchased at PIPE close on Aug 14, 2025 . |
| Options outstanding (grant intent) | 10,000,000 options (initial grant) | Subject to vesting/customary terms . |
| Annual performance RSUs | Target $800,000 | Subject to performance metrics and vesting . |
| Lock‑up restrictions | 100% locked for 90 days; 50% locked for 180 days post‑closing | Applies to directors/officers; specified in Merger 8‑K . |
| Hedging/Pledging | Prohibited | Insider Trading Policy bans hedging, margin, and pledging; also bans options trading on company stock . |
| Ownership guidelines | Not disclosed | No executive ownership multiple disclosed in cited filings . |
Employment Terms
- Start date/role: Appointed CIO effective Aug 14, 2025 .
- Agreement terms: Base salary $500,000; sign‑on $250,000 (two tranches, clawback); annual cash incentive up to $1,500,000; initial 10,000,000 options; annual performance‑based RSUs at $800,000; business travel perqs .
- Non‑compete/Non‑solicit/Confidentiality/IP: Included in employment agreement .
- Severance (termination without cause or resignation for good reason): 6 months’ base salary paid monthly; partial acceleration of then‑unvested stock options and performance RSUs scheduled to vest in next 6 months (subject to performance‑metric satisfaction); accrued but unpaid salary/vacation .
- “Good reason” definition includes material diminishment of job title, >10% salary reduction, or material relocation beyond 30 miles (Company‑initiated) .
- Clawback: Enhanced policy adopted Aug 14, 2025 as noted above .
- Insider trading controls: Expanded policy, pre‑clearance by General Counsel; blackout windows; 10b5‑1 plan disclosures under Item 408(a) .
- Indemnification: Company entered into standard indemnification agreement with Evans at closing .
Related‑Party and Conflicts (Governance Red Flags to Monitor)
- Metaplanet investment: Company committed up to $30m in Metaplanet shares at ~$3.75/share; approved by Audit Committee because Evans (CIO) is a Metaplanet director; Yusko (director) also a director; CEO Bailey has advisory ties .
- Treasury B.V. investment: $15m minority investment; Audit Committee approved as related‑party because Evans, Bailey, and Creighton are officers/directors/equityholders of BTC Inc., counterparties to related agreements .
- Registration/lock‑up dynamics: Officers/directors subject to 90/180‑day lock‑ups post‑closing (supply overhang timing) .
Performance & Track Record
- Background/credentials: Executive/technology leadership across BTC Inc. and UTXO; multiple board roles in Bitcoin/digital asset space .
- Company performance under tenure: Numerical TSR/revenue/EBITDA outcomes during his short tenure are not disclosed in the cited filings .
Compensation Structure Analysis
- High at‑risk pay tilt: Large variable opportunity (cash up to $1.5m; annual PSUs $0.8m; sizeable initial options) suggests pay‑for‑performance intent, but specific metrics and weightings are not disclosed, limiting transparency .
- Equity mix and alignment: Prohibition on hedging/pledging and initial/annual equity grants promote alignment; lock‑ups reduce near‑term selling .
- Governance safeguards: Expanded clawback and insider trading policies adopted in Aug‑2025 strengthen recourse and trading oversight .
Risk Indicators
- Related‑party exposure: Two material investments (Metaplanet, Treasury B.V.) were approved with Evans in overlapping roles—appropriately Audit Committee‑cleared but warrant ongoing oversight for independence and pricing fairness .
- Contractual severance economics: 6‑month cash severance plus partial equity acceleration is moderate; not a rich parachute, limiting perverse incentives .
- Selling pressure windows: Officer lock‑up staggers at 90/180 days; monitor Form 4s around these windows for liquidity events (policy bans hedging/pledging) .
Investment Implications
- Alignment: Significant equity package (10m initial options plus annual PSUs) and PIPE participation indicate skin‑in‑the‑game; hedging/pledging bans and lock‑ups reduce short‑term misalignment risk .
- Execution and governance watch‑items: Absence of disclosed performance metric details/weightings reduces pay transparency; related‑party transactions approved by the Audit Committee merit continued monitoring for arm’s‑length terms and outcomes .
- Retention: Balanced by large unvested equity and only moderate severance (6 months), suggesting retention is primarily equity‑driven rather than guaranteed cash—positive for performance orientation .