Rory Cutaia
About Rory J. Cutaia
Rory J. Cutaia (age 69) is a director at TON Strategy Company (TONX) since 2014; he founded the company and served as Chairman & CEO from December 2012 until August 7, 2025, and currently remains an employee as Chief Executive Officer of the Global Digital Media Division . He previously practiced law and led technology ventures, providing deep institutional knowledge and operational experience; he is not classified as an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TON Strategy Company (Verb Technology Company, Inc. prior to Sep 2, 2025) | Founder; Chairman & CEO; Director | Founder (2012), CEO/Chair until Aug 7, 2025; Director since 2014 | Led company inception and strategic direction; continues as CEO of Global Digital Media Division |
| Corinthian Capital Group | General Partner; Entrepreneur-in-Residence | 2006–2012 | Middle-market PE leadership; operational value creation |
| The Telx Group, Inc. | Founder; Chairman & CEO | Pre-2006; exited 2006 | Pioneered telecom interconnection/data centers; sold for >$200 million |
| Shea & Gould (law firm) | Attorney | Prior to Telx | Legal foundation supporting corporate leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed beyond TONX . |
Board Governance
- Independence: Not independent; Board identifies independent directors as Nicolas Cary, Evan Sohn, and Tucker Highfield .
- Committees: Not a member of Audit, Compensation, or Governance/Nominating committees; current committee compositions exclude Cutaia .
- Attendance: Attended 100% of Board meetings in FY2024; Board met five times in 2024 .
- Years of service: Director since 2014 .
- Lead independent director: 2024 cash retainer for Lead Independent Director was $240k; prior board members resigned Aug 7, 2025; current lead independent not specified .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Base Salary (CEO role in 2024) | $490,000 | Employment agreement (Jan 1, 2024) fixes base during initial term; subject to reviews . |
| Performance Bonus (April 2024) | $250,000 | Paid April 5, 2024 . |
| Annual Incentive Bonus (Dec 31, 2024) | $490,000 | Awarded year-end 2024 . |
| Accrued but unpaid compensation | $490,000 at 12/31/2024; $648,000 at 12/31/2023 | Transitioned roles Aug 7, 2025 . |
- Employment agreement: Four-year term from Jan 1, 2024, extendable; non-compete, non-solicit, confidentiality; annual equity grants contemplated .
- Severance: If discharged without cause, terminated for good reason, or disability: monthly $35,833 (or current monthly base if higher) for 36 months; COBRA for 18 months plus 18 months reimbursement thereafter; immediate vest of unvested awards; acceleration of unpaid bonuses/benefits .
- Constructive termination modification: In Aug 2025, agreed not to invoke “discharge without cause” or “termination for good reason” until at least Feb 2026 in exchange for 250,000 fully vested RSUs with grant-date fair value $2.4 million .
Performance Compensation
| Award Type | Grant Date | Units/Shares | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs | Nov 8, 2024 | 50,968 | $500,000 | 4-year vest (25% annually) | Price used $9.78; unvested accelerated Aug 2025 . |
| RSUs (cost reduction plan) | Jun 21, 2023 | 138 | $31,000 | Vested at grant | Price $222.00 . |
| Stock Options | Jun 21, 2023 | 2,545 | $486,000 | 4-year vest; exp. Jun 20, 2028 | FV per option $191.00 (Black-Scholes) . |
| RSUs (non-compete expansion) | Aug 2025 | 150,000 | $1,427,000 | Fully vested at grant | In connection with non-compete expansion . |
| RSUs (Corporate Action/Change of Control Agreements) | Jul 31, 2025 | 160,000 | Not stated | Fully vested at grant | Balance per Agreements (below) . |
Extraordinary Performance & Change-of-Control Awards (Corporate Action, Change of Control, and Extraordinary Performance Agreements)
| Measurement Date | Revenue Milestone | RSUs per Awardee (range) | Trigger Conditions |
|---|---|---|---|
| Dec 31, 2024 | $0.5M–$0.9M | 40,000–80,000 | Must be employed through measurement date; Board determines achievement . |
| Mar 31, 2025 | $1.1M–$1.5M | 40,000–80,000 | Same as above . |
| Jun 30, 2025 | $1.7M–$2.1M | 40,000–80,000 | Same as above . |
| Sep 30, 2025 | $2.3M–$2.7M | 40,000–80,000 | Same as above . |
| Dec 31, 2025 | $2.9M–$3.3M | 40,000–80,000 | Same as above . |
| Change-of-Control/Corporate Transaction (on/before Dec 31, 2025) | As defined | 80,000 RSUs per unreached measurement date | Multiple CoC definitions; also upon termination without cause, death, disability, or (for Cutaia) termination for good reason . |
RED FLAGS: Multiple fully vested RSU grants (non-compete, CoC agreements), with large immediate equity awards; discretionary design increases guaranteed compensation components despite negative TSR trend (see Pay vs Performance) .
Other Directorships & Interlocks
| Company/Entity | Role | Notes |
|---|---|---|
| None disclosed | — | No current external public company directorships disclosed for Cutaia . |
- Related-party environment: Significant advisory agreement between TONX and Kingsway Capital (Executive Chairman Manuel Stotz’s firm): $3.0M set-up fee and 2% of market capitalization annually, payable in Toncoin or cash; ~$1.25M paid by Sep 30, 2025; 20-year term with renewals. Potential governance conflict risk due to large recurring fees and board affiliation .
- Historical related-party loans: Prior convertible notes to Cutaia fully repaid in 2023; high fixed conversion prices and warrants documented; balances $0 at 12/31/2024 .
Expertise & Qualifications
- Founder/operator track record (Telx exit >$200M); PE GP/EIR; legal background—provides operational scaling and transaction experience .
- Deep institutional knowledge of TONX and its Global Digital Media operations .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown |
|---|---|---|---|
| Rory J. Cutaia | 890,300 | 1.5% (of 59,987,137 shares) | 887,686 direct; 30 via Cutaia Media Group Holdings LLC; 7 spouse (disclaimed); 1 joint; 2,576 options exercisable within 60 days; excludes 12,146 RSUs not vesting within 60 days . |
Outstanding Awards (FY-end data)
| Award | Quantity | Terms |
|---|---|---|
| RSUs (Nov 8, 2024) | 50,968 | Vests 25% annually over 4 years; final vest Nov 8, 2028; unvested accelerated Aug 2025 . |
| Options (exercisable) | 30 | Exercise $1,760.00; exp Nov 16, 2027; fully vested . |
| Options (tranches) | 450/1,352 and 186/558 | Exercise $220.00; exp Jun 20, 2028; standard 4-year vest; unvested accelerated Aug 2025 . |
Insider Trades (Form 4 filings – most recent)
Board Governance Assessment
- Strengths
- 100% board meeting attendance in 2024 demonstrates engagement .
- Extensive founder/operator experience and deep institutional knowledge; continuity for Global Digital Media operations .
- Concerns and RED FLAGS
- Independence: Not independent; continued employment as division CEO creates potential management-board conflicts and weakens board checks on executive decisions .
- Compensation structure: Significant guaranteed and fully vested equity grants (non-compete expansion and Corporate Action/CoC Agreements), increasing fixed/guaranteed pay mix; multiple RSU awards without explicit disclosed performance hurdles beyond high-level revenue milestones and CoC triggers .
- Pay vs performance: TSR collapsed while “compensation actually paid” materially increased in 2024 (CEO role) — indicative of misalignment risk; TSR (value of $100) $19.00 in 2024; net loss $10.3M .
- Related-party history: Prior loans (fully repaid) and voting-rights engineering via Series B Preferred used to facilitate corporate actions; governance optics risk despite eventual redemption .
- Insider activity: Repeated zero-cost RSU awards (A-type Form 4 transactions) with immediate or accelerated vesting; no open-market purchases — limited “skin in the game” signaling beyond awards [SEC links table above].
- Board environment: Large, long-term advisory fee agreement with Kingsway Capital (Executive Chairman’s firm) could create advisory influence dynamics; underscores need for strong independent oversight .
- Implications
- Governance: The lack of committee roles and non-independence, combined with substantial guaranteed equity awards and CoC-linked grants, may erode investor confidence in pay-for-performance alignment and conflict-of-interest controls.
- Monitoring: Investors should monitor say-on-pay outcomes (post-2025), any changes to RSU award structures, and board actions around related-party advisory fees.
Appendix: Committee Composition (Current)
- Audit Committee: Nicolas Cary (Chair), Evan Sohn, Tucker Highfield — all independent; Sohn qualifies as “audit committee financial expert” .
- Compensation Committee: Evan Sohn (Chair), Nicolas Cary — independent; CAP retained for compensation benchmarking in 2024 .
- Governance & Nominating Committee: Tucker Highfield (Chair), Nicolas Cary — independent .
Sources
- DEF 14A Proxy Statement, TON Strategy Company (Oct 3, 2025): Board composition, independence, attendance, compensation, ownership, related-party details .
- SEC Form 4 filings (insider trades): Cutaia RSU awards and post-ownership positions (see Insider Trades table for direct SEC links).
