Zvi Joseph
About Zvi Joseph
Zvi Joseph is a non-employee director of StableX Technologies, Inc. (SBLX). His beneficial ownership totals 1,571 shares, including 690 common shares and 881 shares issuable upon settlement of vested RSUs; ownership is less than 1% of the class . On October 31, 2025, he received an option award (22,723 shares) with a 10-year term; 75% vested at grant and 25% vest on December 31, 2025, at an exercise price set to the greater of $6.25 or the grant-date fair market value .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| StableX Technologies, Inc. | Non-Employee Director | Not disclosed | Not disclosed |
Board Governance
- Independence: Listed as a non-employee director; formal “independent” designation not explicitly stated in the cited filings .
- Committee assignments: Not disclosed for Joseph in the 2025 special proxy or Q3 2025 10-Q .
- Attendance: Not disclosed in these materials .
- Years of service and Lead Independent Director: Not disclosed .
- Governance context: The company reported a material weakness in internal control over financial reporting as of Sept. 30, 2025, indicating disclosure controls were ineffective, which is a governance risk overseen by the board .
Fixed Compensation
- Director cash fees: A board compensation policy providing cash fees exists (evidenced by a one-time payment of $35,438 to a resigning director to settle director cash fees for Sept 2025–May 2026); Joseph’s specific retainer and fee amounts are not disclosed .
Performance Compensation
| Component | Grant/Value | Terms | Vesting | Expiration | Notes |
|---|---|---|---|---|---|
| RSUs (vested) | 881 shares | Vested RSUs issuable upon settlement | Vested | N/A | Included in beneficial ownership |
| Stock Options | 22,723 shares | Exercise price = greater of $6.25 or fair market value on 10/31/2025; 10-year term | 75% vested on 10/31/2025; 25% vest on 12/31/2025 | 10 years from grant | Granted under the LTIP |
Performance metrics tied to director compensation (e.g., revenue/EBITDA/TSR) are not disclosed for Joseph’s awards in the cited filings .
Plan-level governance features:
- Clawback/recoupment: Awards under the LTIP may be subject to recoupment under a company clawback policy, if any, in the event of financial restatement .
- Change-of-control and equity plan mechanics: The LTIP details administrative controls, performance award structures, and adjustment mechanisms; director-specific CIC treatment is not detailed for Joseph .
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Common shares owned | 690 | Direct common stock ownership |
| Vested RSUs (issuable) | 881 | Shares issuable upon settlement of vested RSUs |
| Total beneficial ownership | 1,571 | Sum as reported in the beneficial ownership table |
| Ownership % of class | <1% | “*” denotes less than 1% per proxy footnote |
| Options outstanding | 22,723 | 75% vested at grant; 25% vest 12/31/2025 |
| Pledged shares | Not disclosed | No pledge disclosure in cited table |
Governance Assessment
- Alignment: Joseph’s compensation is primarily equity-linked (RSUs and significant option grant), supporting alignment but with front-loaded vesting (75% immediate), which reduces retention leverage and may weaken the “pay-for-service” duration signal .
- Transparency gaps: Committee assignments, attendance, and director-specific cash retainer details are not disclosed in the special proxy or Q3 10-Q, limiting assessment of board effectiveness and engagement .
- Board oversight context:
- Dilutive financing, complex preferred/ warrant structures, and required shareholder approvals under Nasdaq rules point to elevated dilution and governance complexity (Series I Preferred, warrants, placement agent warrants) .
- Adoption of a shareholder rights plan (poison pill) introduces anti-takeover protections that can affect investor control dynamics .
- Reported material weaknesses in ICFR indicate control risks under board oversight .
- Related-party consulting with the subsidiary president’s entities (not involving Joseph) underscores the need for strong committee oversight of conflicts .
RED FLAGS
- Material weakness in internal control over financial reporting as of Sept. 30, 2025 .
- Significant potential dilution from Series I Preferred and warrant structures; equity anti-dilution provisions and variable rate restrictions add governance complexity .
- Rights plan adoption (poison pill) may entrench management and affect takeover dynamics .
- Lack of disclosure on Joseph’s committee assignments and attendance impedes evaluation of board effectiveness .
Sources:
- Non-employee director status and option grant:
- Beneficial ownership and RSU details:
- Cash fee context (board policy evidence):
- LTIP features (clawback, administration):
- Financing/issuance proposals, dilution context:
- Rights plan:
- Material weaknesses in ICFR:
- Related-party transactions (not Joseph):