Emil Assentato
About Emil Assentato
Emil Assentato (age 76) has served as Chief Executive Officer and Director of Two Hands Corporation since December 30, 2024 (initially also President, Treasurer and Secretary; he relinquished the CFO title on January 3, 2025) . He controls a majority stake and is designated as an audit committee financial expert; he also chairs the Audit Committee despite being a non‑independent executive, which concentrates governance authority . Two Hands’ trading was halted in early January 2025 pending CSE compliance; the company was designated as an inactive issuer after exiting its legacy food business, with a subsequent proposal to allow a change of business toward areas including crypto treasury, fintech, IP, and data center assets .
Key background: multi‑decade markets executive (Tradition North America CEO 1991–2014; Chairman 2014–2017), Chairman/CEO of Nukkleus, Inc. (2016–July 2024), and early innovator in OTC Eurodollar futures and interest rate swaps; BA in Economics (Hofstra), US Navy honorable discharge (1972) .
Past Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| Tradition North America (Compagnie Financière Tradition) | Chief Executive Officer | 1991–2014 | Led North American brokerage operations; expanded product innovation desks (LDC debt, credit derivatives) . |
| Tradition North America (Compagnie Financière Tradition) | Chairman | 2014–2017 | Oversight following CEO tenure . |
| Tradition Government Securities | President | 1994–2014 | Leadership across government securities brokerage . |
| Tradition Securities & Derivatives, Inc. | Chairman & CEO | 2008–2013 | Ran derivatives brokerage platform . |
| Compagnie Financière Tradition (CFT) | Main Board Executive | 2002–2017 | Group‑level executive on main board (SIX Swiss Exchange: CFT) . |
| Nukkleus, Inc. (NASDAQ: NUKK) | Chairman & CEO | 2016–July 2024 | Led payments/crypto‑related initiatives; departed July 2024 . |
| Standard Credit Group, LLC | Chairman | 2008–2013 | Credit markets activity . |
| StreamingEdge, Inc. | Director | 2008–2014 | Trading technology oversight . |
External Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| Currency Mountain Holdings Ltd (Malta) | Chairman | 2010–present | Ongoing chairmanship; FX/payments ecosystem . |
| Triton Capital Markets Ltd (Malta) | Chairman | 2010–present | Brokerage/markets exposure . |
| TraderMade Ltd (UK) | Chairman | 2015–present | Market data/analytics oversight . |
| FXDD LLC | Chairman | 2002–2015 | Retail FX development . |
Fixed Compensation
As of the 2025 proxy, the company reports no cash or equity compensation paid to named executive officers (including the CEO) for 2022–2024, and no employment agreements in place .
| Name and Principal Position | Year Ended Dec 31 | Salary ($) | Share-based awards ($) | Option-based awards ($) | Non-equity incentive ($) | Pension value ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| Emil Assentato (CEO) | 2024 | – | – | – | – | – | – | – |
| Emil Assentato (CEO) | 2023 | – | – | – | – | – | – | – |
| Emil Assentato (CEO) | 2022 | – | – | – | – | – | – | – |
Notes:
- Company states it intends to establish policies determining executive compensation in future; as of the filing date, none was paid .
Performance Compensation
No performance-based plans, metrics, targets, or payouts were disclosed for the CEO; there are no outstanding options or share‑based awards reported for named executive officers as of year‑end 2024 .
Equity Ownership & Alignment
Emil Assentato’s economic alignment is primarily through majority equity control and a convertible note position.
| Date (Record) | Shares outstanding | Common shares owned | Convertible into common | Total beneficial ownership | Ownership % |
|---|---|---|---|---|---|
| Feb 21, 2025 | 5,469,037,729 | 3,000,000,000 | – | 3,000,000,000 | 54.9% |
| Oct 14, 2025 | 5,863,489,692 | 2,890,000,000 | 1,200,000,000 @ $0.0001/sh | 4,090,000,000 | 58.49% |
Additional context:
- The 3,000,000,000 shares were issued on December 30, 2024 upon the conversion of $300,000 of notes at $0.0001 per share, resulting in a change of control (~57%) . Shareholders later voted to ratify this change of control per CSE requirements .
- The additional 1,200,000,000 shares are issuable upon conversion of a convertible note at $0.0001 per share, further entrenching control if exercised .
No options, RSUs/PSUs, or equity plan authorizations were in effect as of year‑end 2024; the company reported no equity compensation plan outstanding . The proxy does not disclose any pledging or hedging by insiders; no related‑party transactions exceeding $120,000 were reported for the year ended 2024 beyond items elsewhere described .
Employment Terms
| Term | Disclosure |
|---|---|
| Start date / Tenure | Appointed CEO, President, CFO, Treasurer and Secretary; Director effective Dec 30, 2024. Resigned CFO role Jan 3, 2025 (CFO now Matthew Stark) . |
| Employment agreement | None; “As of the date of this proxy statement, none of our named executive officers have entered into formal employment or consulting agreements” . |
| Compensation policy status | Company intends to establish compensation policies in line with strategy; none paid yet to NEOs . |
| Severance / Change-of-control | Not disclosed; no agreements as of filing . |
| Clawback / Tax gross‑ups | Not disclosed . |
| Non‑compete / non‑solicit | Not disclosed . |
Board Service & Governance
- Board service: Director since December 30, 2024; current board includes Emil Assentato (CEO), Matthew Stark (CFO), and independent directors Craig Marshak and Dr. Daniel Reshef (added May 8, 2025) .
- Committee roles: Audit Committee members are Marshak, Reshef, and Assentato (Chair; audit committee financial expert). Majority independent (Marshak, Reshef), but the Chair is not independent (CEO), which is atypical and a potential governance concern .
- Compensation/Nominating: No separate compensation or nominating committees; full Board oversees these functions given company size/maturity .
- Independence: Board determined Marshak and Reshef are independent; Assentato is not independent (as CEO) .
- Meetings: Board met once during 2024; charter updates include adoption of a new Audit Committee Charter on Sept 17, 2025 .
- Say‑on‑Pay/Frequency: Non‑binding advisory votes proposed for 2025 despite no executive compensation paid yet; Board recommends annual frequency .
Performance & Track Record Highlights
- Strategic actions under Assentato: orchestrated change of control through note conversion; exited legacy food service business; company designated inactive issuer pending strategic redirection; proposed shareholder authorization for broad change of business including crypto treasury, fintech, IP, and data center opportunities .
- Market/trading context: FINRA trading halt in early January 2025 tied to CSE compliance; resumption contingent upon ratification and CSE approval processes .
- No disclosed revenue/EBITDA‑linked executive incentive metrics to date; pay practices still being established .
Compensation Structure Analysis
- Cash pay vs equity: No salary/bonus or equity awards disclosed for the CEO for 2022–2024; his incentive alignment is dominated by outright equity control and a large, low‑strike convertible note position .
- At‑risk pay: No performance‑conditioned equity (PSUs) or option grants; no targets or weightings disclosed (revenue growth, EBITDA, TSR, etc.) .
- Governance/process: Absence of a dedicated compensation committee elevates process risk; say‑on‑pay conducted on advisory basis with no payouts yet .
Related‑Party and Change‑of‑Control Items
- Change of Control: On Dec 30, 2024, 3,000,000,000 shares issued to Assentato upon conversion of $300,000 of notes at $0.0001/share; immediate ownership ~57% . The March 2025 proxy sought ratification to restore CSE compliance; consolidation and name‑change proposals also considered .
- Material transactions: The 2025 proxy states no material interests by directors/officers in transactions >$120,000 for 2024, other than items described elsewhere in the proxy .
Risk Indicators & Red Flags
- Governance concentration: CEO chairs Audit Committee (non‑independent), and there is no compensation committee—both are notable governance exceptions for public issuers .
- Trading halt/inactive designation: FINRA halt tied to CSE policy compliance; company designated inactive issuer with related restrictions until a new business is initiated .
- Dilution/control: Additional 1.2B shares issuable at $0.0001 upon note conversion could further entrench control and dilute minority holders .
- Legal/disciplinary: Proxy discloses no relevant sanctions, bankruptcies, or regulatory bars for nominees/executives over the prior decade, beyond disclosures already noted .
Investment Implications
- Alignment: The CEO’s majority ownership (58.49% beneficially as of Oct 14, 2025) tightly aligns incentives but also centralizes control; future conversions (1.2B at $0.0001) heighten dilution risk to minorities .
- Governance risk: CEO serving as Audit Chair and lack of a compensation committee signal elevated governance and oversight risk—especially as the company pivots strategy and re‑establishes trading .
- Execution risk: With the legacy business wound down and the issuer labeled inactive, value realization depends on management’s ability to secure CSE approvals, lift trading halts, and execute on the proposed change‑of‑business mandate (crypto/fintech/IP/data centers) .
- Pay‑for‑performance: Absence of established pay structures/metrics reduces near‑term compensation misalignment risk but also provides limited transparency on how future management rewards will tie to shareholder value creation .