Dominic Wells
About Dominic Wells
Dominic Wells is Chief Executive Officer and Chair of the Board at Onfolio Holdings Inc., serving as CEO since August 2020 and director since July 2020. He holds a BA (Hons) in Media Practice & Theory from the University of Sussex (2006) and was age 40 in the 2025 proxy; his executive officer listing showed age 39 as of June 2025, reflecting timing of disclosures . Under his tenure, revenues increased from $5.24M in FY 2023 to $7.86M in FY 2024, driven in part by acquisitions (Eastern Standard, DDS Rank), while EBITDA improved versus 2023 though remained negative; the company reported a YTD net loss of $1.97M for the nine months ended September 30, 2025 . Dominic is both CEO and Chairman; the board has determined this structure appropriate for the company’s size and does not designate a Lead Independent Director .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Onfolio Holdings Inc. | CEO; Director (Chair of Board) | CEO since Aug 2020; Director since Jul 2020 | Leads long-term strategy, capital raising, and portfolio execution |
| Onfolio LLC | Chief Executive Officer | Since May 2019 | Led growth and strategy of operating entity |
| Digital Wells Limited (Hong Kong) / Human Proof Designs | Founder and Director | Aug 2013 – Apr 2019 | Grew an internet marketing agency; exited in 2019 |
External Roles
No other public company board roles or external directorships for Dominic Wells were disclosed in the 2025 proxy. Skip if not disclosed .
Fixed Compensation
| Component | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 150,000 | 150,000 | Employment agreement (Jan 1, 2022) set $150k; eligible for benefits and bonuses |
| Base Salary Amendment ($) | — | Effective Jan 1, 2025: 240,000 | Executed Mar 25, 2025 (Exhibit 10.1) |
| Bonus ($) | — | — | No bonus paid disclosed |
| Director Fees ($) | — | — | Serves as a director for no additional compensation |
Performance Compensation
No performance-based compensation for Dominic Wells was disclosed for FY 2023–2024; no RSU/PSU grants, option awards, or formula-based bonuses were reported for him .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| None disclosed | — | — | — | — | — |
The company’s compensation program emphasizes base pay; “neither option awards nor other bonus awards are tied to formulas” and options generally vest over multiple years; however, Dominic Wells had no outstanding equity awards at year-end 2024 .
Equity Ownership & Alignment
| Ownership Detail | Amount | % of Shares Outstanding | Notes |
|---|---|---|---|
| Total Beneficial Ownership (Common + warrants/options deemed outstanding within 60 days) | 1,642,431 shares | 29.3% | Includes 1,165,500 common shares and 476,931 immediately exercisable warrants |
| Vested vs. Unvested Equity | Not applicable | — | No unvested stock awards disclosed for Wells; no outstanding options for Wells |
| Options (Exercisable/Unexercisable) | None disclosed for Wells | — | Outstanding option detail table shows no options for Wells |
| Shares Pledged as Collateral | Prohibited by policy (unless advance approval) | — | Insider Trading Policy prohibits pledging and margin accounts |
| 10b5‑1 Trading Plans | None adopted/terminated in Q2 2025 by directors or officers | — | Reduces scheduled selling pressure indicators |
Stock ownership guidelines were not disclosed; the Insider Trading Policy prohibits hedging and pledging without advance approval .
Employment Terms
| Term | Provision | Notes |
|---|---|---|
| Employment Agreement | Aug 1, 2020 agreement (CEO); new agreement Jan 1, 2022 | Salary set to $150k; eligible for benefits and bonuses |
| Salary Amendment | Base salary increased to $240,000 effective Jan 1, 2025 | Amendment executed Mar 25, 2025 (Exhibit 10.1) |
| Severance | If leaves for Good Reason or terminated without Cause: one day of base salary per completed work day, capped at 3 months | Modest severance; aligns with retention but limits payout size |
| Change‑of‑Control | Executives entitled to certain benefits under 2020 Equity Incentive Plan upon change in control/termination | General entitlements; specific triggers/accelerations not detailed in proxy |
| Termination Conditions | Agreements terminate upon death, voluntary departure, or at company’s discretion, with/without cause | — |
| Clawback | Company adopted a clawback policy for incentive compensation; 2023 financial statement revisions did not trigger recovery (comp not performance-based) | Policy appended to 2024 10‑K as Exhibit 97.1 |
| Hedging/Pledging | Prohibited under Insider Trading Policy absent advance approval | — |
| Section 16 Compliance | All officers/directors complied with Section 16(a) filings in latest fiscal year | — |
| 10b5‑1 Plans | None adopted/terminated in Q2 2025 by directors/officers | — |
Board Governance
| Attribute | Details |
|---|---|
| Board Role | Chair of the Board (non-independent, executive officer) |
| Committee Memberships | Not a member of Audit/Comp/Nominating in listing; independent directors populate committees |
| Independence Status | Not independent due to executive status |
| Board Leadership | Combined CEO and Chair; board deems appropriate for size; no Lead Independent Director |
| Committee Chairs | Audit: Robert J. Lipstein (financial expert); Compensation: Mark N. Schwartz; Nominating: Andrew Lawrence |
| Meeting Attendance | 12 Board meetings in 2024; all directors attended >75% of meetings; all attended 2024 annual meeting |
Director Compensation (for context)
| Name | Fees Earned (Cash, $) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Dominic Wells | — | — | — | — |
| Andrew Lawrence | 20,000 | — | — | 20,000 |
| David McKeegan | 20,000 | — | — | 20,000 |
| Robert J. Lipstein | 30,000 | — | — | 30,000 |
| Mark N. Schwartz | 20,000 | — | — | 20,000 |
Stipends: $5,000 per quarter for independent directors; +$2,500 per quarter for audit chair; reimbursement for travel expenses .
Compensation Structure Analysis
- Year-over-year mix: Dominic’s cash compensation remained $150k in 2024, rising to $240k effective Jan 1, 2025 via amendment; no equity grants or performance-linked pay disclosed for him in 2023–2024, implying higher guaranteed compensation vs. at-risk pay .
- No compensation consultant used in 2024; executives provided recommendations to the Compensation Committee; committee held 4 meetings .
- Equity grant timing policy avoids granting ahead of MNPI disclosures; however, Wells had no outstanding equity awards at FY 2024 year-end .
- Clawback policy exists but did not trigger recovery given compensation not tied to financial metrics during 2024; 2023 revisions were addressed in 2024 10‑K .
Company Performance Context (for pay-for-performance)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | 5,239,986 | 7,862,077 |
| EBITDA ($) | -3,218,487* | -1,215,380* |
*Values retrieved from S&P Global.
Additional operational context: revenue growth in 2025 YTD (+63% YoY for nine months ended Sep 30, 2025) attributed to Eastern Standard and DDS Rank acquisitions; the company remained loss-making (YTD net loss $1.97M) .
Related Party Transactions and Other Disclosures
- The company disclosed balances due from related parties and assignments of interests from the CEO (Dominic Wells) to company-managed JVs and Groupbuild entities; as of Dec 31, 2024 and 2023, $36,994 was owed by entities controlled by the CEO; no member of management benefited from related-party transactions per proxy .
- Cost/equity method investment notes in Q3 2025 10‑Q detail JV structures and historical assignments from the CEO (e.g., JV I, JV II, JV III, Groupbuild) .
Employment & Contracts (Retention Risk)
- Term and renewal specifics were not disclosed; termination provisions include Good Reason/without Cause severance capped at 3 months of base .
- Non-compete/non-solicit/garden leave terms were not detailed in the proxy; broad-based employee benefits apply equally to executives .
Investment Implications
- Alignment: Very high insider ownership (29.3%) and immediately exercisable warrants indicate strong economic alignment; Insider Trading Policy prohibits pledging/hedging, reducing misalignment risk .
- Retention risk: Modest severance (≤3 months base) and absence of guaranteed bonuses limit exit costs; salary increase to $240k suggests recognition of expanded responsibilities/market alignment .
- Governance: Combined CEO/Chair without a Lead Independent Director is a structural red flag for independence; however, committees are fully independent and active, with defined charters and meeting cadence .
- Performance linkage: Lack of disclosed performance metrics or equity awards for the CEO in 2023–2024 reduces pay-for-performance sensitivity; future introduction of PSUs/quantitative goals could better align incentives with growth and profitability .
- Trading signals: No 10b5‑1 activity in Q2 2025 and absence of Form 4 sales in the documents reviewed lessen near-term selling pressure indicators; continued losses and acquisition-driven revenue mix warrant monitoring of cash flow and leverage .