Sarah Olsen
About Sarah Olsen
Sarah Olsen, age 39, was appointed Chief Financial Officer and Chief Operating Officer on August 7, 2025; she holds a B.A. in Philosophy from Georgetown University and previously led investment strategies at Europa Digital Assets and corporate development for Onyx by J.P. Morgan’s digital asset group . Her tenure begins amid a pivot to a TON treasury strategy; Q3 2025 consolidated revenue was $3.609 million vs. $0.128 million in Q3 2024, while Modified EBITDA was $(4.731) million vs. $(1.626) million, reflecting high non-cash compensation and crypto-asset gains driving net income . The TON segment contributed $0.707 million of staking revenue and $120.358 million of net gain on crypto assets in Q3 2025 as strategy execution commenced . She signed the employment agreement and subsequent filings in her capacity as CFO/COO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Europa Digital Assets Limited | Co-founder & Managing Partner | 2022–2025 | Led market-neutral, relative value, and derivative strategies across global crypto markets |
| Onyx by J.P. Morgan | Global Head of Corporate Development | 2020–2022 | Drove strategic investments, partnerships, and product development in blockchain/Web3 |
| Gemini | Corporate & Business Development | Not disclosed | Corporate development experience in exchange/custody operations |
| Apollo | Marketing | Not disclosed | Asset management marketing experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Europa Digital Assets Limited | Director | Not disclosed | Board service disclosed in appointments |
| Europa Opportunistic Master Fund | Director | Not disclosed | Board service disclosed in appointments |
| Europa Opportunistic Offshore Fund | Director | Not disclosed | Board service disclosed in appointments |
Fixed Compensation
| Component | Amount | Terms | Timing |
|---|---|---|---|
| Base Salary | $850,000 | Minimum annual base salary per employment agreement; subject to review and possible upward/downward adjustment based on performance and company results | Ongoing |
| Annual Bonus Target | 100% of base salary | Cash bonus under plan, based on Board-set performance objectives; paid no later than March 15 following the plan year | Annual |
| One-time Bonus (Total) | $1,500,000 | 50% RSUs ($750,000) and 50% cash (less certain amounts); cash payable within 30 days of Effective Date, equity vests at 6 months following successful and timely filing of first post-Effective Date 10-Q | Cash: ~30 days post 8/7/2025; Equity: ~2/7/2026 contingent on 10-Q |
Performance Compensation
Equity Awards
| Award | Size | Metric | Target/Threshold | Payout Curve | Vesting |
|---|---|---|---|---|---|
| Initial Equity Award (RSUs) | 1% of common stock (fully diluted) | Time-based | N/A | N/A | 25% on 1-year anniversary of Effective Date (8/7/2026), then 1/36 monthly thereafter, subject to continued employment |
| Secondary Equity Award (RSUs) | 1% of common stock (fully diluted) | Market cap multiple over NAV | Threshold: 1.4x; Maximum: 1.8x | 0–100% of quarterly tranche via straight-line interpolation between threshold and max | Quarterly over 48 months beginning 8/7/2025; each quarter performance-vests 1/16 of total award, subject to continued employment |
Annual Bonus
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Board-set operating/strategic objectives | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Bonus target is 100% of base; specific metrics will be set by Board each year |
Company Performance Context (during tenure)
| Metric | Q3 2024 | Q3 2025 |
|---|---|---|
| Consolidated Revenue ($USD thousands) | $128 | $3,609 |
| Modified EBITDA ($USD thousands) | $(1,626) | $(4,731) |
| TON Segment: Net Gain on Crypto Assets ($USD thousands) | $0 | $120,358 |
Equity Ownership & Alignment
- Award structure emphasizes both time-based retention (Initial Equity Award) and value-creation (Secondary Equity Award tied to market capitalization vs. NAV), directly aligning incentives with market valuation and treasury strategy outcomes .
- Severance provides continued time-vesting on the Initial Equity Award for 12 months upon certain terminations within 18 months, encouraging retention through the first vesting milestones .
- Beneficial ownership totals, vested vs. unvested breakdown, options, and pledging for Ms. Olsen were not disclosed in the DEF 14A sections reviewed; the proxy identifies current executives but provides ownership detail primarily for other executives and major holders .
Employment Terms
| Term | Detail |
|---|---|
| Effective Date & Appointment | Appointed CFO & COO on August 7, 2025; employment agreement effective at closing on that date |
| At-will Status | Employment is at-will; can be terminated by either party with/without cause |
| Principal Location | Key Biscayne, Florida, with travel as needed |
| Non-Compete | 24 months post-employment; broad competitive scope across U.S. and jurisdictions where company operates in “digital asset treasury public companies” |
| Non-Solicit | 12 months post-employment; applies to clients, partners, and personnel |
| Indemnification | Company indemnifies to fullest extent of law; fees/expenses paid in advance; choice of qualified counsel subject to company approval |
| Severance (within 18 months of Effective Date) | If terminated without cause or resigns for good reason: 12 months of then-current salary; prorated annual bonus; continued time-vesting of unvested portion of Initial Equity Award for 12 months; release required |
| 409A Compliance | Six-month delay for certain deferred compensation if specified employee; lump-sum catch-up after delay |
| Change-of-Control Provisions | Not disclosed in the employment agreement excerpts provided |
Investment Implications
- Alignment: A substantial portion of incentives are equity-based, including two 1% RSU grants and a performance-vested structure tied to market cap/NAV multiples (threshold 1.4x; max 1.8x), which should align Ms. Olsen’s pay with value creation from the TON treasury strategy and disciplined capital markets execution .
- Retention vs. Exit Economics: Within 18 months of start, severance provides 12 months’ salary, prorated bonus, and continued time-vesting of the Initial Equity Award, reducing near-term voluntary exit risk but creating a guaranteed vest runway in certain termination scenarios .
- Insider Selling Pressure: Watch for near-term RSU conversions around the six-month equity bonus vest (approximately February 7, 2026, contingent on the timely filing of the post-Effective Date Form 10‑Q) and the first 25% Initial Equity vest at one year (August 7, 2026), which may increase selling pressure depending on liquidity needs and tax events .
- Execution Risk Signals: The secondary RSU award is explicitly performance-vested on market cap vs. NAV; failure to sustain or improve this multiple would reduce quarterly vesting realizations, effectively tying compensation outcomes to treasury performance and market confidence .
- Governance/Controls: Strong restrictive covenants (24-month non-compete; 12-month non-solicit) and indemnification provisions suggest robust employment protections, while the at-will structure preserves Board flexibility in response to performance outcomes .
