Sebastian Giordano
About Sebastian Giordano
Sebastian Giordano serves as a non-employee director of StableX Technologies, Inc. (SBLX) and was specifically included among “each non-employee director” receiving equity grants approved by the Board on October 31, 2025 . As of the September 5, 2025 record date, he beneficially owned 1,769 shares, comprised of 888 shares of common stock and 881 shares issuable upon settlement of vested RSUs; the company reports this as less than 1% ownership .
Board Governance
- Role and status: Non-employee director at SBLX; equity awards to non-employee directors (including Giordano) approved Oct 31, 2025 .
- 2025 special meeting governance items (Board recommended “FOR”): approval to issue >20% under August 2025 financing (Nasdaq 5635(d)), increase LTIP share reserve to 400,000, and adjournment authority .
- Shareholder rights plan: Board declared a rights dividend on July 31, 2025; rights become exercisable upon certain events, indicating a poison pill framework .
- Dilution/control risk awareness: The Issuance Proposal acknowledges potential material dilution and notes that certain investors could acquire rights to a majority of voting power upon conversion/exercise at initial terms, based on shares outstanding at record date .
- Controls environment: Management disclosed material weaknesses in internal control over financial reporting as of September 30, 2025, concluding disclosure controls were ineffective at that date .
Fixed Compensation
Director cash retainers were not itemized for Giordano in the reviewed filings. As an indicator of board cash fee policy, upon a director’s resignation on September 2, 2025, the Board approved a one-time payment equal to director cash fees through May 2026 ($35,438) .
| Indicator (not Giordano-specific) | Amount/Detail | Citation |
|---|---|---|
| One-time payment to resigning director (reflects board cash fees policy) | $35,438; fees for Sept 2025–May 2026 |
Performance Compensation
Giordano received a stock option grant as part of Board-approved equity awards to each non-employee director on October 31, 2025.
| Grant Date | Award Type | Shares | Exercise Price | Vesting | Term/Expiration |
|---|---|---|---|---|---|
| 2025-10-31 | Stock options | 22,723 | Greater of $6.25/share or FMV on grant date | 75% vested on 10/31/2025; 25% on 12/31/2025, service-based | 10-year term |
Note: The annual LTIP permits performance-based awards tied to metrics such as revenue, EBITDA, EPS, TSR, ROA/ROE, market share, and others, but no performance conditions were disclosed for Giordano’s October 31, 2025 option grant .
Equity Ownership
| As-of Date | Common Shares | Vested RSUs (settlement shares) | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|
| 2025-09-05 (record date) | 888 | 881 | 1,769 | <1% |
Governance Assessment
- Alignment: Equity options granted to non-employee directors (including Giordano) strengthen equity linkage; however, lack of disclosed performance conditions on these grants indicates time-based vesting rather than performance-conditioned director equity .
- Board actions and shareholder rights: The 2025 rights plan and the Nasdaq 5635(d) approval request reflect active capital structure defense and financing flexibility; these can be investor confidence mixed-signals (anti-takeover optics vs. liquidity runway) .
- Dilution and control risk: The private placement terms include anti-dilution mechanics and scenarios where investors may obtain majority voting power upon conversion/exercise; oversight of these instruments is a key board governance responsibility .
- Controls and oversight: Reported material weaknesses in internal control over financial reporting and ineffective disclosure controls as of September 30, 2025 elevate governance risk and audit committee oversight importance .
- Cash fee policy context: The Board’s approval of a specific cash fee payout for a resigning director evidences a cash component in director compensation; individual retainer levels for Giordano were not detailed in the reviewed filings .
Other Directorships & Interlocks
No other public company directorships or interlocks for Giordano were disclosed in the reviewed filings.
Equity Ownership
See ownership table above for detailed breakdown .
Notes and Sources
- Non-employee director equity grants (including Sebastian Giordano): options to purchase 22,723 shares; $6.25 or FMV exercise price; 75% immediate vesting; 25% vesting on 12/31/2025; 10-year term .
- Ownership: 1,769 shares total; includes 888 common and 881 vested RSUs; <1% .
- Special meeting proposals and Board recommendations: Issuance Proposal, LTIP increase to 400,000 shares, adjournment .
- Rights plan adoption (July 31, 2025): dividend of preferred share purchase rights; exercisability upon specified events .
- Financing dilution/control risks: scope of potential issuance and possibility of investor majority voting power .
- Controls: material weaknesses and ineffective disclosure controls as of September 30, 2025 .
- Cash fee indicator (resigning director lump sum): $35,438 .