Carolina Abenante
About Carolina Abenante
Independent director appointed June 20, 2025; age 55; Chair of the Compensation Committee and member of the Nominating & Corporate Governance Committee, with planned appointment to the Audit Committee effective July 19, 2025. The Board determined she is independent under Nasdaq and SEC rules and meets Audit Committee financial literacy requirements; her term following appointment ran until the July 18, 2025 annual meeting, with nomination for another one-year term to 2026 . She founded NYIAX, Inc. (fintech/adtech) and has extensive finance, tax, legal, and digital advertising technology experience; degrees include BS (Seton Hall), JD (New York Law School), MBA (SDA Bocconi), LLMs in Corporate Taxation and Commercial Real Estate Financing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Juno Online Services, Inc. | Director, Corporate Development | 1999–2000 | M&A, domestic/international strategic partnerships |
| Reed Elsevier Ltd (Reed Business Information) | Senior Director, Business Development | 2001–2005 | B2B digital publishing partnerships; international market expansion |
| Phorm Inc. (AIM: PHRM) | VP/Sr Director, Business Development, Legal & Policy | 2005–2009 | Strategy/legal frameworks across UK, Brazil, Italy, Spain, China; behavioral advertising with British Telecom |
| Consultant/Legal Counsel | Strategy & Business Development | 2009–2015 | Programmatic platforms, ad operations/compliance, e-commerce, privacy |
| NYIAX, Inc. | President | Jun 2012–Apr 2018 | Company leadership |
| NYIAX, Inc. | Chief Strategy Officer & General Counsel | Apr 2018–May 2022 | Strategy, legal oversight |
| NYIAX, Inc. | Chief Evangelist & Chief Strategy Officer | May 23, 2022–present | Strategy/evangelism; ceased GC role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NYIAX, Inc. | Vice Chairperson | 2016–present | Fintech/adtech; inventor on Nasdaq/NYIAX patents (US 10,607,291) |
| New Jersey Bar Association | Committee member (Tax and Media) | Ongoing | Practicing attorney, member NJ Bar & American Bar Association |
| Speaking engagements | Featured speaker | Various | Imperial College London, Web Summit (Lisbon), IAB Blockchain, TechUpForWomen; topics: advertising, blockchain/compliance, crypto |
Board Governance
- Committee assignments: Chair, Compensation; member, Nominating & Corporate Governance; planned Audit Committee appointment effective July 19, 2025 .
- Independence: Board determined she is independent under Nasdaq and SEC rules; meets Rule 10A-3 and financial literacy for Audit Committee .
- Board attendance context: In FY2024 there were 9 Board meetings; each director attended >75% of Board and committee meetings; independent directors held 5 executive sessions (pre-appointment baseline) .
- Board leadership: CEO also serves as Chair; no lead independent director identified .
- Committee activity baseline: Audit Committee met 6 times; Compensation Committee met 3 times; Nominating Committee met 2 times in 2024 .
Fixed Compensation
| Component | 2024 Director Period (Jul 1, 2024–Jun 30, 2025) | 2025 Director Period (Jul 1, 2025–Jun 30, 2026) |
|---|---|---|
| Annual cash retainer | $35,000, paid quarterly | $48,000, paid quarterly; directors may elect cash retainer alternative |
| Meeting fees | None disclosed | None disclosed |
| Reimbursement | Out-of-pocket expenses reimbursed | Out-of-pocket expenses reimbursed |
| Deferred comp | None; directors do not participate in nonqualified deferred comp | None |
Performance Compensation
| Equity Vehicle | Grant details | Vesting | Plan Constraints |
|---|---|---|---|
| Stock options (non-employee directors) | 2024: 70,000 options per director at $6.00; 2025: option alternative to cash with exercise price at FMV; number to be determined subject to shareholder approval of 2025 plan | 4 equal quarterly installments over one year, subject to continued service (dates specified in plan text; 2025 grants contingent on plan approvals) | No discount options; no repricing without shareholder approval; independent committee administration; no evergreen; no transfer for value |
No director performance metrics (e.g., revenue/EBITDA/TSR) tied to director compensation are disclosed; equity is service-vested and plan-constrained .
Other Directorships & Interlocks
- Public company boards: None disclosed beyond PRPH .
- Private/non-profit/academic: Vice Chairperson at NYIAX, NJ Bar committees, ABA membership; frequent speaking engagements .
- Interlocks/conflicts: Company states no arrangement/understanding for her selection; no family relationships; no related-party transactions requiring disclosure under Item 404(a) .
Expertise & Qualifications
- Education: BS (Management & Finance, Seton Hall, May 1992); JD (New York Law School, May 1997); MBA (SDA Bocconi, Dec 1998); LLM Corporate Taxation (NYLS, May 2007); LLM Commercial Real Estate Financing (NYLS, May 2009) .
- Technical/legal: Tax, finance, corporate law; digital advertising technology; blockchain compliance; patent co-inventor (US 10,607,291) .
- Governance: Determined independent; Audit Committee financial literacy per Rule 10A-3 .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As-of Date | Notes |
|---|---|---|---|---|
| Carolina Abenante | 0 | 0.0% | 06/20/2025 | Initial Form 3 filed; no securities beneficially owned as of becoming director |
Security ownership table in the Oct 31, 2025 special proxy lists officers/directors as of April 29, 2025 (pre-appointment); Abenante is not included; group holdings total 4,109,169 shares (9.6%) across then-current officers/directors .
Insider Trades
| Filing | Transaction Type | Event Date | Filed Date | Key Details |
|---|---|---|---|---|
| Form 3 | Initial statement of beneficial ownership | 06/20/2025 | 11/10/2025 | Reported 0 shares beneficially owned upon becoming director |
No Form 4 transactions were located following appointment through November 10, 2025; only the initial Form 3 was disclosed .
Governance Assessment
-
Strengths
- Independent director with Audit Committee financial literacy; slated to join Audit Committee to cure prior Nasdaq audit-composition issue .
- Compensation Chair with legal/finance background overseeing director/equity plans with safeguards: no option repricing, no discount grants, independent administration .
- No related-party transactions or family ties disclosed; selection unencumbered by arrangements; enhances perceived independence .
-
Alignment/Engagement Signals
- Compensation mix offers choice of cash ($48k) or equity; equity plan encourages stock ownership over time; service-based vesting .
- As of appointment, she reported zero beneficial ownership—common for new directors, but near-term alignment relies on future equity grants under the directors’ plan .
-
Red Flags / Watch Items
- Board leadership concentrated (CEO is also Chair; no lead independent director), elevating importance of strong independent committee chairs including Compensation (Abenante) .
- Capital structure pressures: proposals to increase director equity plan share reserve (+500,000) and broader tokenization/digital asset initiatives could increase governance complexity; Compensation Chair role is central to balancing dilution and incentives .
- Nasdaq minimum bid-price non-compliance risk and financing structures (convertible notes, warrants) require rigorous oversight; related CEO loan/warrant reviewed/approved by disinterested directors mitigates conflict, but ongoing vigilance is warranted .
Appendices and Key Citations
- Appointment, committees, independence, compensation: 8-K (June 25, 2025) .
- Director biography/details: DEF 14A (Aug 15, 2025) .
- Board/committee activity and attendance (2024 baseline): DEF 14A (Jun 23, 2025) .
- Director compensation programs and plan features: DEF 14A (Aug 15, 2025) .
- Ownership table (group, pre-appointment): DEF 14A (Oct 31, 2025) .
- Form 3 (0 shares): StreetInsider/PublicNow .