Stacey Duffy
About Stacey Duffy
Stacey Duffy was appointed as an independent director effective November 5, 2025, to serve until the Company’s 2026 Annual Meeting of Stockholders; she will receive compensation consistent with non‑executive directors and has no family relationships with any directors or executive officers . Her background is in director‑level financial due diligence and transaction advisory with experience leading complex deals for corporate and private equity clients at Alvarez & Marsal and KPMG; the filing notes “ACA,” indicating accounting credentials . The Company has rebranded to Bonk, Inc. (Nasdaq: BNKK), and the Board now has seven members with a Bonk‑aligned majority following recent appointments .
Past Roles
| Organization | Role/Expertise | Tenure | Notes |
|---|---|---|---|
| Alvarez & Marsal | Director‑level financial due diligence | Not disclosed | Led complex transactions for corporate and PE clients |
| KPMG | Financial due diligence | Not disclosed | Experience across public/private, international, carve‑outs |
External Roles
No other public company directorships were disclosed in the 8‑K or proxy materials reviewed .
Board Governance
- Appointment and independence: Appointed Nov 5, 2025; classified as independent; no family relationships disclosed .
- Term: Serving until the 2026 Annual Meeting .
- Board composition: Seven directors, with the four most recent appointments (including Duffy) creating a Bonk‑aligned majority .
- Committee assignments: Not disclosed as of the Nov 6, 2025 filing .
- Context and oversight risk: The Company received a Nasdaq letter detailing violations related to share issuances and board appointment rights in Aug–Oct 2025 but reported corrective actions and regained compliance .
Fixed Compensation
| Item | Detail |
|---|---|
| Non‑executive director compensation | Duffy will receive compensation consistent with non‑executive directors; specific amounts not disclosed |
Historical baseline (cash fees for directors):
| Year | Typical per‑director cash fee ($) |
|---|---|
| 2023 | 25,000 |
| 2022 | 20,000 |
Performance Compensation
No director equity grant specifics (RSUs/PSUs/options, grant dates, fair values, vesting, or performance metrics) for Duffy were disclosed in the Nov 2025 filings reviewed .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Duffy .
- Interlocks or related parties: No family relationships; no Duffy‑specific related‑party transactions disclosed .
Expertise & Qualifications
- Financial due diligence and transaction advisory (corporate and PE), including international deals and carve‑outs; ACA credential indicated .
- Appointed in a board refresh emphasizing DeFi, institutional finance, and high‑growth digital asset operations (board competence context) .
Equity Ownership
- Beneficial ownership: Not disclosed for Duffy; the Sept 25, 2025 proxy ownership table predates her appointment and does not include her .
Shareholder Votes (Special Meeting – Oct 31, 2025)
| Proposal | Votes For | Votes Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Increase authorized shares to 1,000,000,000 | 69,432,977 | 11,974,308 | 763,109 | 0 |
| Approve Series C conversions (Nasdaq 5635(b),(d)) | 41,603,505 | 3,662,518 | 399,145 | 36,505,226 |
| Approve Transactions (SPA) | 40,805,866 | 3,493,078 | 1,366,224 | 36,505,226 |
| Approve Aug RD/PIPE issuances (Nasdaq 5635(a),(d)) | 41,563,335 | 3,720,098 | 381,735 | 36,505,226 |
Governance Risk Indicators and RED FLAGS
- Nasdaq compliance issues: Staff determined violations of Listing Rules 5640 (voting rights), 5635(b) (change of control without prior shareholder approval), 5635(a)/(d) (share issuance thresholds/pricing), and 5250(b),(e) (notification/disclosure) tied to Aug 2025 transactions; Company reports corrective actions and compliance regained . RED FLAG.
- Preferred stock board appointment rights: Series C holders entitled to elect 50% of directors while outstanding—a structural governance risk that can impact board independence . RED FLAG.
- Strategic shift and board majority alignment: Bonk‑aligned majority after refresh—potential for concentrated influence; monitoring needed for committee independence and oversight effectiveness . Signal.
Compensation Committee Analysis
- Historical committee composition (pre‑refresh): Audit, Compensation, and Nominating committees with independent chairs and members; however, these compositions precede Duffy’s appointment and may change post‑refresh . Current committee membership for Duffy not disclosed .
- Independent compensation consultant usage and peer group: Not disclosed in the reviewed materials – –.
Governance Assessment
- Positives: Independent appointment; financial due diligence expertise (ACA) well‑suited to a complex capital markets and digital‑asset pivot; no family relationships . Shareholders approved material capital structure and transaction proposals, indicating willingness to support the strategic shift .
- Concerns: Structural board risks from Series C preferred board‑appointment rights and recent Nasdaq rule violations; committee roles/attendance for Duffy not disclosed; Bonk‑aligned majority introduces potential board capture risk if not balanced by strong committee independence and robust policies .
Monitoring priorities: Disclosure of Duffy’s committee assignments and equity grants, adoption of rigorous related‑party and treasury risk controls, and enhanced governance disclosures to reinforce independence and investor confidence in light of recent listing rule issues .