Veronika Kapustina
About Veronika Kapustina
Veronika Kapustina, age 39, was appointed Chief Executive Officer (principal executive officer) of TON Strategy Company (Nasdaq: TONX) in August 2025 and signed the company’s Q3 2025 Section 302 and 906 certifications as CEO, confirming her role and responsibility over disclosure controls and financial reporting . She previously founded Houghton Street Ventures LLP (in partnership with LSE), advised the TON Foundation (Jan–Jul 2025), and spent 2010–2017 in Morgan Stanley’s Technology Investment Banking executing 40+ transactions totaling $37B; she holds a BSc in Economics from LSE and is FCA-licensed (CF4, CF30) . Under her leadership, the company operationalized its TON strategy in Q3 2025 (deployed into Toncoin, initiated staking, earned first on-chain income) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Houghton Street Ventures LLP | Founder and Advisor | 2019–present | Launched the firm with LSE; led creation, team build, and fund launch |
| TON Foundation | Advisor | Jan–Jul 2025 | Advised on restructuring, operational efficiency, stakeholder management |
| Morgan Stanley (Tech IB) | Investment Banker | 2010–2017 | Executed 40+ deals totaling $37B across equity, debt, and M&A |
External Roles
| Organization | Role | Years |
|---|---|---|
| VK Strategies Ltd | Director | Not disclosed |
| Reframe Venture Ltd (VentureESG) | Director | Not disclosed |
| ClearAccessIP LLC | Board Member | Not disclosed |
Fixed Compensation
| Component | Value/Terms |
|---|---|
| Base Salary | $850,000 annual minimum |
| Target Annual Bonus | 100% of base salary; paid in cash by Mar 15 following performance year; objectives set by the Board |
| One-Time Performance Bonus | $1,500,000 total: 50% cash payable within 30 days of Effective Date; 50% RSUs under the Plan vesting on the 6-month anniversary following the successful, timely filing of the first 10-Q after Closing |
| Benefits/Indemnification | Participation in company benefit plans; company indemnification to fullest extent permitted (advance of expenses, subject to limits) |
Performance Compensation
| Incentive Type | Size/Grant Basis | Metric | Vesting/Measurement | Payout Mechanics |
|---|---|---|---|---|
| Initial Equity Award (RSUs) | 1% of fully diluted common stock as of Effective Date (subject to Board/Comp Committee approval) | Time-based | 25% vests on 1-year anniversary; remainder vests 1/36 monthly thereafter | Standard RSU settlement per Plan |
| Secondary Equity Award (RSUs) | 1% of fully diluted common stock as of Effective Date (subject to Board/Comp Committee approval) | Market cap over net asset value multiple | Quarterly over 48 months; each quarterly tranche performance-vests | Each quarterly 1/16 tranche vests 0–100% based on multiple: threshold 1.4x, max 1.8x; straight-line interpolation |
| Annual Performance Bonus (Cash) | Target 100% of base salary | Board-set objectives (company and individual) | Annual; paid by Mar 15 following year | Lump-sum cash if employed through payment date |
| One-Time Performance RSU (from one-time bonus) | $750,000 RSUs (50% of $1.5M one-time bonus) | Timely filing operational milestone | Vests 6 months after successful, timely filing of first post-Closing 10-Q (filed Nov 12, 2025) | RSU settlement per Plan |
Equity Ownership & Alignment
- Equity awards are structured as material ownership stakes tied to fully diluted share count: two RSU grants sized at 1% each (Initial and Secondary), with long-dated vesting and market cap/NAV performance gates on the Secondary Award .
- Anti-hedging policy: directors, officers, and employees are prohibited from hedging or monetization transactions in company securities (enhances alignment) .
- The 2025 proxy’s beneficial ownership table lists directors and 2024 NEOs; it notes Mses. Kapustina and Olsen are current executive officers but does not enumerate Ms. Kapustina’s beneficial holdings as of the record date .
Employment Terms
| Term | Detail |
|---|---|
| Effective Date | August 7, 2025 (employment agreement effective immediately on that date) |
| Grant Timing | Initial and Secondary RSU awards to be granted within 90 days of Effective Date (subject to approvals) |
| Severance (Protection Period) | If terminated without Cause or resigns for Good Reason within 18 months of Effective Date: (i) 12 months of then-current base salary in monthly installments; (ii) prorated Annual Bonus for year of termination; (iii) continued time-vesting of any unvested portion of the Initial Equity Award for 12 months after termination; subject to timely release |
| 409A/Six-Month Delay | If deemed a “specified employee,” certain deferred compensation payments are delayed 6 months (then paid in lump sum) per Section 409A |
| Indemnification | Company indemnifies, defends, and advances expenses to the executive to the fullest extent permitted, subject to carve-outs |
Vesting event timing and potential share supply dynamics:
- Initial Equity Award: first 25% cliff on the one-year anniversary of Aug 7, 2025; thereafter monthly vesting (potential periodic supply post-cliff) .
- Secondary Equity Award: quarterly tranches over 48 months with performance gating tied to market cap over NAV (0–100% tranche payout each quarter) .
- One-time RSU: vests 6 months after the first post-Closing 10-Q; the Q3 2025 10-Q was filed Nov 12, 2025 (vesting occurs 6 months after that successful and timely filing) .
Employment Contracts: Severance and Change-of-Control Economics
- Severance/change-of-role: 12 months salary, pro-rated bonus, and continued vesting of the Initial Equity Award for 12 months, if terminated without Cause or resigns for Good Reason within 18 months of Effective Date (release required). No explicit change-in-control acceleration provisions are disclosed for Ms. Kapustina in the filed excerpts; any CIC terms not referenced in the exhibit are not disclosed in the retrieved filings .
Performance & Track Record
- Early execution as CEO: launched TON treasury strategy, initiated staking, and recorded first on-chain income in Q3 2025 .
- Prior career: Tech IB at Morgan Stanley (2010–2017) with 40+ deals and $37B in value; venture investing founder; TON Foundation advisor (signals network depth in TON ecosystem) .
Say-on-Pay & Shareholder Feedback (2025 Annual Meeting)
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay (Advisory) | 36,434,345 | 2,407,058 | 4,057 | 3,380,025 |
| Frequency (Preferred) | One Year: 36,996,287 | Two Years: 2,017 | Three Years: 3,915 | 1,843,241 |
Governance and Policies Relevant to Compensation Alignment
- Anti-hedging policy: prohibits hedging/monetization of company stock for directors, officers, employees .
- Insider trading windows: trading restricted to post-earnings windows for designated insiders .
- Compensation Committee independence and use of external consultant (CAP in 2024) underpin governance around incentive design .
Investment Implications
- High equity leverage with performance gating: Two 1% RSU packages (time-based and performance-based) tie compensation to sustained value creation and market value exceeding net asset value, supporting pay-for-performance alignment; however, targets are market-based rather than operating metrics (revenue/EBITDA) .
- Near-term vesting events: One-time RSU tranche tied to successful/timely 10-Q filing (first filed Nov 12, 2025) and an Initial Award 12-month cliff create identifiable vest windows that could introduce supply if shares are not retained (subject to any company trading windows/lock-ups) .
- Retention and downside protection: 12 months’ salary severance with limited equity continuation (Initial Award only) over 12 months if separation occurs within 18 months offers moderate protection compared with many CEO double-trigger packages, potentially favoring shareholder alignment while still aiding retention during the strategic pivot to TON .
- Early execution risk vs. domain fit: Background in tech IB/venture and TON ecosystem is strategically relevant to TON treasury strategy; early milestones (staking, on-chain income) are encouraging but financial outcomes and operating KPIs over coming quarters will determine incentive payouts (especially Secondary Award’s market cap/NAV gates) .
