Mitchell Rudy

About Mitchell Rudy

Mitchell “Nom” Rudy is a core contributor to the BONK ecosystem and a software developer with experience in Natural Language Processing and Robotic Process Automation; he has been active in the Solana ecosystem since 2021 and joined Safety Shot’s (now Bonk, Inc.) Board on September 5, 2025 . Education and age are not disclosed in filings, and his independence status is not explicitly designated (while other directors were specifically identified as independent) . His tenure began on September 5, 2025 and continues through the 2026 annual meeting .

Past Roles

External Roles

Board Governance

• Appointment date: September 5, 2025; term through the 2026 Annual Meeting .
• Committee assignments: Not disclosed; contemporaneous filings assigned Connor Klein to the audit committee, but do not list Rudy on any committee .
• Independence: Not explicitly designated “independent” in filings; other new directors (Connor Klein, Stacey Duffy, Jamie McAvity) were named as independent .
• Board refresh: Bonk-aligned members became a majority after November 2025 appointments; Rudy is noted among the new BONK-aligned directors .
• Meeting attendance: Not disclosed in available filings.
• Board actions important to investors: Shareholder approval obtained on Oct 31, 2025 for increasing authorized shares to 1,000,000,000 and for multiple Nasdaq Rule 5635 proposals enabling conversion/issuance tied to Series C and the August offerings (see vote counts below) .

Special Meeting Vote Results (Oct 31, 2025)

Fixed Compensation

• Filings state Rudy “will receive compensation consistent with the Company’s non-employee directors”; specific cash retainer, chair/member fees, and equity grant amounts were not disclosed in the appointment filing .

Performance Compensation

• No director performance-based compensation metrics (TSR, revenue/EBITDA targets, ESG goals), vesting schedules, or option award terms for Rudy were disclosed in available filings for his appointment period .

Other Directorships & Interlocks

Expertise & Qualifications

• Technical expertise: BONK/DeFi contributor; software developer with NLP and RPA background; deep familiarity with Solana ecosystem .
• Strategic focus: BONK ecosystem growth, institutional aspects, and treasury/revenue strategies linked to letsBONK.fun .
• Education/credentials: Not disclosed in filings .

Equity Ownership

• Personal/beneficial ownership for Rudy as an individual is not disclosed in available proxy/10-K tables; however, his controlled entity, Lucky Dog Holdings, is a counterparty to large issuances and conversions (creating indirect economic alignment and potential influence).

Lucky Dog Holdings Transactions Potentially Impacting Ownership

• Context: As of the special meeting record date, outstanding common shares were 171,441,724; substantial conversions/issuances would materially affect ownership concentration and voting power .

Related Party Transactions

• The Company entered into multiple transactions with Lucky Dog Holdings, founded and controlled by Rudy, including (i) a $25M Series C Preferred PIPE convertible into common stock, (ii) a Revenue Sharing Agreement exchanging 100,000 Series C for 10% of letsBONK.fun revenue (convertible into common stock), and (iii) a planned issuance of 51,921,080 common shares for $25M in BONK tokens; Rudy’s board designation was provided in the August 8 agreement .
• Nasdaq letter found violations (notification, shareholder approval, and voting rights rules) and flagged “change of control” and disproportionate designation rights; Company amended the Series C Certificate to add a “step-down” for board appointment rights and regained compliance after corrective actions .

Governance Assessment

• Alignment: Rudy’s controlled entity committed significant capital and revenue-linked consideration, potentially aligning incentives with shareholder value creation via BONK-linked strategies .
• Conflicts/RED FLAGS:
  • Related-party exposure is significant: board designation and large potential equity issuance to Rudy-controlled Lucky Dog; change-of-control implications under Nasdaq rules .
  • Nasdaq compliance issues required corrective actions, including amending voting/appointment rights; investors should monitor ongoing governance controls .
  • Independence not explicitly designated for Rudy though other new directors were labeled independent; committee assignments for Rudy not disclosed .
• Board effectiveness: The Company completed a board refresh with a BONK-aligned majority to match new corporate vision; independent directors were added to bolster oversight (audit committee appointment for Klein) .
• Shareholder approvals: Material capital structure and issuance authorizations received strong support; voting outcomes enable conversion/issuance under Series C and August offerings, increasing potential ownership concentration and dilution risk .

Director Compensation and Incentives

• Fixed compensation: “Consistent with non-employee directors” (no amounts disclosed) .
• Performance compensation: Not disclosed for Rudy .
• Clawbacks: Company maintains an executive incentive compensation clawback policy aligned with SEC Rule 10D; policy applies to executive officers and designated senior executives, not explicitly to directors .

BONK Treasury Strategy Risk Context

• The Company’s filings emphasize material risks from BONK token volatility, concentration, and evolving regulatory frameworks; treasury and revenue-sharing strategies with letsBONK.fun are central to the new model .
• Governance steps: Amendments added “step-down” to Series C voting/designation rights and shareholder approvals obtained for issuance thresholds .

Notes and Sources

• Appointment and background:
• Board refresh and independence designations:
• Name/symbol change to Bonk, Inc. (BNKK) and Series C amendment:
• Special meeting proposals and vote results:
• Series C and RSA conversion terms and BONK-linked strategy:
• Nasdaq compliance letter and corrective actions:
• Capital structure/ownership baseline and outstanding shares:
• Clawback policy: