Shawn Matthews

About Shawn Matthews

Shawn Matthews, age 58, was appointed to POAI’s Board as a Class II director effective October 7, 2025, with a term expiring at the 2026 Annual Meeting; he is CEO of DNA Holdings Venture, Inc. and founder/CIO of Hondius Capital Management (est. 2019), and previously served as CEO/President of Cantor Fitzgerald & Co. (2009–2018); he holds a B.S. in Finance from Fairfield University and an MBA from Hofstra University .

Past Roles

External Roles

Board Governance

• Appointment and Term: Appointed September 26, 2025, effective October 7, 2025; Class II term through the 2026 Annual Meeting .
• Committee Assignments: Chair, Cryptocurrency Subcommittee; other members are Raymond F. Vennare and Matthew J. Hawryluk, Ph.D.; mandate covers digital asset treasury strategy .
• Independence: The proxy’s independence determination lists Gregory S. St. Clair, Sr., Matthew J. Hawryluk, Ph.D., Veena Rao, Chuck Nuzum, and Dan Handley, Ph.D. as independent; Shawn Matthews is not included in that enumeration (he was newly appointed) .
• 2024 Board Attendance (context): The Board met nine times in FY2024, and all directors then-serving attended at least 75% of meetings and committees; Matthews was not yet on the Board in 2024 .
• Other standing committees (current composition): Audit (Nuzum chair; St. Clair; Rao); Compensation (Nuzum chair; St. Clair; Hawryluk); Nominating & Governance (Handley chair; Nuzum; Rao). Matthews is not listed on these committees .

Fixed Compensation

• Standard Non-Employee Director Program: Quarterly and annual awards of common stock and cash under the company’s standard program; Matthews will participate in this program .
• Committee Membership Awards: For each board committee, directors receive an additional annual award of $11,112, comprised of $8,000 in shares and $3,112 in cash (or additional shares), payable on December 31; the Lead Independent Director also receives $11,112 on the same mix .
• Equity availability note: In 2024, cash was paid in lieu of certain quarterly stock awards due to limited shares under the 2012 Plan .

Performance Compensation

• No performance-based or metric-tied director compensation is disclosed; director compensation consists of fixed cash and equity awards/retainers rather than PSU/TSR-linked structures .

Other Directorships & Interlocks

• Public company boards: None disclosed .
• Interlocks/Shared roles: As CEO of DNA Holdings Venture, Inc., Matthews signed agreements with POAI and was appointed to the Board pursuant to DNA’s nomination right linked to a financing; he also chairs the Cryptocurrency Subcommittee overseeing digital asset strategy, creating a governance intersection between DNA’s advisory/financing role and POAI’s treasury policy .

Expertise & Qualifications

• Deep capital markets leadership (Cantor CEO/President), asset management (Hondius founder/CIO), and current cryptocurrency/digital asset exposure via DNA; educational credentials: B.S. Finance (Fairfield), MBA (Hofstra) .
• Fit for subcommittee: Finance and treasury strategy expertise aligns with chairing POAI’s Cryptocurrency Subcommittee .

Equity Ownership

• Section 16(a) compliance: No delinquent filings reported for FY2024 other than a late initial Form 3 for Josh Blacher due to administrative oversight; Matthews’ appointment was in October 2025, outside FY2024 coverage .

Governance Assessment

• Strengths:

  • Capital markets and executive leadership background enhances Board’s financial oversight capacity; educational and CEO/CIO experience support treasury governance, particularly for digital assets .
  • Clear committee structure and independence framework; Matthews assigned a focused subcommittee chair role rather than broad committee memberships immediately upon appointment .

• Potential Conflicts and RED FLAGS:

  • Appointment tied to financing: Matthews was appointed under a nomination right in connection with private placements, contingent on DNA holding at least 10% of securities purchased—this introduces investor influence over Board composition and may affect independence perceptions .
  • Dual-role exposure: As CEO of DNA Holdings Venture, Inc., he signed a Strategic Advisor Agreement and related documents with POAI, including warrant compensation to DNA (exercise terms governed by separate agreement, with a 4.99%/9.99% beneficial ownership cap and cashless exercise)—this creates a related-party nexus and potential conflicts when chairing the Cryptocurrency Subcommittee overseeing digital asset treasury strategy .
  • Independence disclosure: The proxy affirmatively identifies independent directors but does not include Matthews among them (likely due to timing and/or financing-linked appointment), which may be viewed as an independence gap until a future Board determination is disclosed .

• Director Compensation/Alignment:

  • Program combines cash and equity awards, with additional awards for committee service; however, no personal holdings reported for Matthews as of Oct 24, 2025, limiting immediate ownership alignment optics .

• Attendance/Engagement:

  • 2024 attendance was strong across the Board, but Matthews’ engagement metrics are not yet available due to his 2025 appointment .

Related Party Transactions (detail)

• Cryptocurrency Securities Purchase Agreement and Strategic Advisor Agreement: DNA Holdings Venture, Inc. engaged with POAI; compensation included advisor warrants (number and exercise price redacted in the exhibit), with beneficial ownership limitations and piggyback rights; Matthews signed as DNA’s CEO .
• 8‑K representation: Other than matters disclosed in Item 1.01 relating to DNA, no transactions in which Matthews had a material interest requiring Item 404(a) disclosure were identified; he will participate in standard non-employee director compensation .

Corporate Policies (context)

• Code of Ethics, Recoupment (clawback) policy, and Insider Trading policy are adopted and referenced; clawback aligns with Nasdaq Rule 5608(d) for executive incentive compensation (directors typically not subject to performance-based incentive recoupment) .

Index/Leadership Context

• Lead Independent Director: Chuck Nuzum (also committee chair across Audit and Compensation) .