Manuel Stotz

About Manuel Stotz

Manuel Stotz, 41, was appointed to TON Strategy Company’s Board as Executive Chairman in August 2025. He is Founder and CEO of Kingsway Capital Partners Limited (FCA‑regulated, founded 2015), previously President and Director of the TON Foundation (Jan–Aug 2025), and has deep experience in blockchain/digital assets and emerging fintech from prior roles at Taube Hodson Stonex Partners LLP (2011–2015) and Goldman Sachs Investment Partners (starting 2008). Education is not disclosed in the proxy; tenure on TONX’s Board began in August 2025 .

Past Roles

External Roles

Board Governance

• Independence: Executive Chairman (not independent). Board identified independent directors as Nicolas Cary, Evan Sohn, and Tucker Highfield .
• Committee assignments: Stotz serves on no Board committees (Audit, Compensation, Governance/Nominating) per the proxy’s composition table .
• Chair roles: None for Stotz; Cary chairs Audit, Sohn chairs Compensation, Highfield chairs Governance/Nominating .
• Attendance: Board met five times in FY2024; attendance disclosed for legacy director Rory Cutaia (100%). Stotz joined in Aug 2025, so FY2024 attendance does not apply .

Fixed Compensation

• No director cash retainer or fee disclosures specific to Stotz are provided for 2025. The proxy includes legacy 2024 non‑employee director fee levels (Lead Independent Director: $240k; other independent directors: $75k) applicable to directors who resigned in Aug 2025—not to Stotz’s 2025 role .

Performance Compensation

• No director equity award disclosures for Stotz (RSUs/DSUs/PSUs/options) are provided in the 2025 proxy. 2024 equity grants cited relate to prior directors (Geiskopf, Cragun, Moy) who resigned in Aug 2025 .

Other Directorships & Interlocks

• Interlocks: Stotz controls Kingsway Capital, which became a 20% beneficial owner via the Aug 7, 2025 PIPE; Kingsway also entered a 20‑year advisory services agreement with TONX tied to TONX’s market capitalization—a material related‑party relationship concurrent with Stotz’s Executive Chairman role .

Expertise & Qualifications

• Financial markets/investing, blockchain/digital assets, emerging fintech; significant TON ecosystem knowledge. The Board cites these as reasons for his nomination/role .

Equity Ownership

Breakdown and constraints:

• Funds and share counts managed by Kingsway: FC02 Digital Ltd (2,797,608), FCO4 (2,227,678), SP13 Digital Ltd (3,690,399), SP14 A1/M1 (1,088,039), SP14 A2/M2 (349,700), SP15 Digital Ltd (483,627), Kingsway Fund – Frontier Consumer Franchises (1,051,525) .
• Pre‑funded warrant: 401,133 shares (exercise blocked above 19.99% post‑exercise) .
• Lock‑up restrictions tied to PIPE (180/365 days and Toncoin transferability) apply to Kingsway affiliates and Vy Capital shares, limiting disposals for defined periods .

Pledging/Hedging:

• No pledging or hedging disclosures are noted for Stotz in the proxy sections reviewed .

Say‑on‑Pay & Shareholder Feedback

Governance Assessment

• Independence and oversight: Stotz is Executive Chairman (not independent) and holds no committee roles; audit and compensation oversight are chaired by independent directors (Cary, Sohn), which is positive. However, concentration of influence via 20% beneficial ownership warrants scrutiny for board independence and minority shareholder protections .
• RED FLAG – Related‑party advisory agreement: TONX entered a 20‑year advisory agreement with Kingsway Capital (controlled by Stotz) with a $3.0M setup fee and an annual fee equal to 2.0% of TONX’s market capitalization (payable monthly; approx. $1.25M paid by Sep 30, 2025). The fee’s linkage to market cap and evergreen term present material conflict‑of‑interest risk and pay‑for‑performance misalignment at the board level .
• RED FLAG – Nasdaq reprimand: Nasdaq issued a Letter of Reprimand (Oct 28, 2025) citing violations of shareholder approval rules 5635(a) and 5635(b) tied to the Aug 7, 2025 PIPE, board/management changes (including Stotz’s appointment), the Kingsway advisory agreement, and change‑of‑control implications. Additional concerns around a $272.7M Toncoin purchase contingent on the PIPE were cited, amplifying governance risk signals .
• Ownership alignment: Kingsway’s lock‑up restrictions and cap on pre‑funded warrant exercise limit immediate disposals and over‑concentration; alignment via substantial skin‑in‑the‑game is notable, though related‑party economics may distort incentives .
• Committee process quality: Compensation Committee used external consultant Compensation Advisory Partners (CAP) in 2024—positive for process rigor. Current committee independence and defined charters are in place .
• Shareholder support: Stotz’s election received ~94.6% “for” vs “withheld” among votes cast (excluding broker non‑votes), and say‑on‑pay passed comfortably; shareholders approved annual say‑on‑pay frequency, indicating engagement appetite .

Potential Conflicts & Related‑Party Exposure

• Kingsway Advisory Services Agreement: 2.0% of market cap annual fee, 20‑year term, $3.0M setup fee; approx. $1.25M already paid as of Sep 30, 2025. Direct economic relationship with an entity controlled by the Executive Chairman is a high‑impact governance risk and requires robust recusal and independent review controls .
• PIPE Financing and TON Treasury Strategy: Kingsway managed funds acquired 12,021,720 shares and a pre‑funded warrant; Vy Capital and TCIM also became >5% holders; lock‑ups and restrictions apply. The transaction structure and concurrent Toncoin treasury actions were part of Nasdaq’s reprimand narrative (change‑of‑control and asset purchase shareholder approval triggers) .

Director Compensation (Structure context)

• Legacy 2024 non‑employee director compensation (pre‑Aug 2025 resignations): Lead Independent Director annual cash $240k; other independent directors $75k; plus RSU/option grants for certain directors (e.g., Geiskopf RSUs 16,310 shares at $9.78; Cragun RSUs 8,155 shares; Moy options 9,019 at $9.81). These figures do not apply to Stotz’s 2025 service and are included only as structural context .

Equity Ownership & Alignment Details

Summary Signals for Investors

• Positive: Strong shareholder support for election and annual say‑on‑pay; independent chairs across key committees; external comp consultant usage .
• Negative/RED FLAGS: Executive Chairman non‑independent with 20% stake; long‑term, market‑cap‑linked advisory fee to Chairman‑controlled entity; Nasdaq reprimand for violations tied to change‑of‑control and asset purchase without prior shareholder approval .
• Monitoring priorities: Board independence safeguards (recusal, independent reviews), periodic re‑assessment of related‑party advisory economics, alignment of TON treasury strategy with shareholder interests, and continued shareholder feedback through annual say‑on‑pay.

Note: No director‑specific compensation (cash/equity) or attendance disclosures for Manuel Stotz were provided in the 2025 proxy. The governance assessment relies on disclosed committee structures, beneficial ownership, related‑party agreements, and shareholder vote outcomes .