Connor Klein
About Connor Klein
Connor Klein is an independent director of the Company, appointed effective October 10, 2025, and serves on the Audit Committee. He is an Investment Partner at New Form Capital, with prior roles in investment banking at Morgan Stanley (consumer & retail) and growth at Halliday, an a16z‑backed crypto payments startup; he holds a B.A. in Economics from the University of Pennsylvania. Tenure: appointed Oct 10, 2025; term runs until the 2026 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Investment Banking, Consumer & Retail | Not disclosed | Capital markets and advisory experience |
| Halliday (a16z‑backed) | Growth | Not disclosed | Startup growth in crypto payments |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New Form Capital | Investment Partner | Not disclosed | Focus on financial infrastructure, real-world assets, DeFi |
Board Governance
- Appointment and independence: Appointed as an independent director and member of the Audit Committee effective Oct 10, 2025; compensation to be consistent with non‑executive directors; no family relationships disclosed. Term through the 2026 Annual Meeting.
- Committee assignment: Audit Committee member (no chair role disclosed).
- Board refresh and alignment: Following a strategic board refresh, Bonk‑aligned directors form a clear majority, reflecting the company’s pivot toward digital assets and BONK ecosystem exposure. Governance context is evolving.
- Structural governance context: In August 2025, a preferred financing initially included rights to appoint 50% of the Board; a later amendment added a step‑down to those rights. Nasdaq highlighted listing rule issues around that financing, now cured. These elements signal elevated governance oversight needs during the transition.
Fixed Compensation
- The appointment filing states Mr. Klein “will receive compensation consistent with the Company’s non‑executive directors.” Specific cash retainer and committee fee amounts for 2025 were not disclosed in the filing.
- Context: Historically (2023), the Company disclosed $25,000 cash fees per director for several non‑employee directors; this legacy level may not reflect 2025 policy after the strategic pivot.
Performance Compensation
| Award Type | Grant/Report Date | Shares/Units | Exercise Price | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs | 10/10/2025 (reported on Form 3 filed 10/21/2025) | 100,000 | $0 | Vested in full on the grant date | Initial director equity; no expiration; reported as derivative security on Form 3 |
- Change‑in‑control/plan mechanics: Under the 2024 Equity Incentive Plan, the committee may accelerate vesting of outstanding restricted stock upon a change in control, at its discretion.
Other Directorships & Interlocks
- Current public company boards: None disclosed by the Company for Mr. Klein beyond his appointment to this Board.
- Interlocks/conflicts with competitors/suppliers/customers: None disclosed.
Expertise & Qualifications
- Venture capital and DeFi: Investment Partner at New Form Capital focusing on financial infrastructure, real‑world assets, and DeFi.
- Capital markets and transactions: Prior investment banking experience (consumer & retail) at Morgan Stanley.
- Startup growth and crypto payments: Growth role at Halliday (a16z‑backed).
- Education: B.A. in Economics, University of Pennsylvania.
Equity Ownership
| Metric | Detail |
|---|---|
| Initial statement of beneficial ownership | Form 3 filed Oct 21, 2025 (event date Oct 10, 2025) |
| Derivative holdings | 100,000 RSUs (vested in full on grant date; $0 exercise price) |
| Common shares beneficially owned | Not listed on the Form 3 Table I at filing; RSUs reported in Table II |
| Approximate ownership as % of shares outstanding | ~0.06% based on 100,000 units vs. 171,441,724 common shares outstanding as of Sep 25, 2025 record date (approximation; outstanding share count can change) |
| Pledged/hedged shares | None disclosed in Form 3 or appointment filings |
Insider Filings/Transactions
| Filing | Filing Date | Transaction/Reporting Date | Security | Quantity | Price | Notes |
|---|---|---|---|---|---|---|
| Form 3 (Initial Statement) | 10/21/2025 | 10/10/2025 | RSUs | 100,000 | $0 | RSUs vested in full on grant date; Director relationship reported |
Governance Assessment
- Strengths for board effectiveness: Independent status; Audit Committee membership adds financial oversight capacity. Background blends institutional finance, DeFi, and startup growth—aligned with the Company’s digital asset strategy and BONK ecosystem focus.
- Alignment and incentives: Equity‑based award (100,000 RSUs) creates alignment, though immediate full vesting reduces long‑term retention leverage versus time‑based or performance‑based vesting.
- Key risks and red flags:
- Investor influence/control mechanics: Series C preferred initially included rights to appoint 50% of the Board; subsequently amended with “step‑down” provisions. This history warrants monitoring for independence and minority shareholder protections.
- Nasdaq compliance episode: Private placements in Aug 2025 raised listing rule issues (notification, shareholder approval, voting rights) later cured—indicates heightened governance and process risk during strategic pivot.
- Rapid board reconstitution: “Bonk‑aligned” majority following the refresh concentrates strategic direction; positive for execution, but increases concentration risk and potential perception of reduced independence at the board level.
- Independence, attendance, and engagement: Independence is explicitly stated. Attendance data for Mr. Klein not yet available (mid‑year appointment).
- Related‑party/Item 404: No related‑party transactions disclosed for Mr. Klein in the appointment materials or press release exhibits reviewed.
Note: The Company rebranded to Bonk, Inc., trading as BNKK effective Oct 10, 2025, which frames the BONK‑ecosystem strategy context for recent board and governance changes.