Matthew Stark
About Matthew Stark
Matthew Stark is Chief Financial Officer and a Director of Two Hands Corporation, appointed February 20, 2025; he is 37 years old, with 15 years’ experience in accounting and financial reporting across FX trading, broker-dealer, and cross-border payments, including 12 years at FXDD and service as Corporate Controller at Nukkleus, Inc. since 2022 . Company performance context: FY 2024 revenue was $0.71M*, with negative EBITDA of $1.15M* and net loss of $2.43M*; FY 2023 revenue was $0.78M*, EBITDA -$1.27M*, net loss -$8.16M*; FY 2022 revenue was $0.73M*, EBITDA -$17.78M*, net loss -$21.69M* (see table below; values from S&P Global). In 2025 YTD, the company reported zero sales and a net loss of $1.08M for the nine months ended September 30, 2025, with a going concern warning and material weaknesses in internal controls noted .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FXDD | Corporate accounting across FX retail and global subsidiaries | 12 years | Led external audits and regulatory requirements across global subsidiaries |
| Financial services industry (broker-dealer, FX, payments) | Accounting and financial reporting | 15 years | Built expertise across FINRA-regulated broker-dealer services and cross-border payment services |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nukkleus, Inc. (Nasdaq: NUKK) | Corporate Controller | 2022–present | Contributed to corporate controllership at a listed fintech/crypto-related firm |
Fixed Compensation
- As of October 17, 2025, the proxy states no named executive officer (including the CFO) “received any compensation from the Company in the form of cash or securities”; the Company intends to establish compensation policies later .
- The Q3 2025 10‑Q reports total “salaries and benefits” expense of $212,917 for officers and directors for the nine months ended September 30, 2025; specific CFO base salary, bonus, or pay mix is not broken out .
Performance Compensation
- No equity compensation plans in effect and no outstanding option-based or share-based awards disclosed for named executive officers; no performance metric-linked awards are disclosed for Matthew Stark at this time .
Equity Ownership & Alignment
| Metric | Value | Source |
|---|---|---|
| Beneficial ownership (shares) | 0 | |
| Ownership % of outstanding shares | 0% | |
| Vested vs. unvested shares | None disclosed | |
| Options (exercisable/unexercisable) | None disclosed | |
| Shares pledged as collateral | Not disclosed | |
| Insider trading arrangements in Q3 2025 | None adopted/terminated (Rule 10b5‑1) | |
| Stock ownership guidelines | Not disclosed | |
| Outstanding common shares (as of Nov 13, 2025) | 6,301,509,691 |
Employment Terms
- Start date & role: CFO and Director since February 20, 2025 .
- Employment agreement: None; the Company intends to enter agreements later and disclose terms at that time .
- Severance/change-of-control terms: Not disclosed; no formal agreements in place .
- Non-compete/non-solicit, garden leave, consulting post-termination: Not disclosed .
Board Governance
- Board service: Director since February 20, 2025 .
- Independence: Not independent (Company states two independent directors: Marshak and Reshef) .
- Committees: Audit Committee members are Marshak, Reshef, and Assentato; Stark is not listed as a member. New Audit Committee Charter adopted September 17, 2025 .
- Compensation and Nominating: No separate committees; full Board oversees executive and director compensation and nominations due to size/maturity .
- Board meetings: Board held one meeting during FY 2024 .
- Dual-role implications: Stark is both CFO and a Director; with CEO Assentato also serving on the Audit Committee and not independent, compensation oversight is by the full Board without a dedicated independent compensation committee, elevating independence and governance risk .
Director Compensation
- Non-employee directors (appointed in 2025) received no compensation for 2024, 2023, or 2022; outstanding option-based and share-based awards for directors were zero for FY 2024 .
Performance & Track Record
| Metric | 9M 2024 | 9M 2025 | Source |
|---|---|---|---|
| Sales ($) | $569,268 | $0 | |
| Gross profit ($) | $86,024 | $0 | |
| Net loss ($) | $(1,610,304) | $(1,083,086) |
Company financials (for longer‑term context):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $731,302* | $783,489* | $709,526* |
| EBITDA ($) | $(17,784,604)* | $(1,266,525)* | $(1,153,981)* |
| Net Income ($) | $(21,693,111)* | $(8,163,662)* | $(2,433,970)* |
Values retrieved from S&P Global.*
Additional disclosures:
- Going concern uncertainty: substantial doubt about ability to continue for one year from issuance date; reliance on CEO advances and external financing; material stockholders’ deficit .
- Internal controls: disclosure controls and procedures not effective; material weaknesses include inadequate segregation of duties and insufficient written policies; remediation contingent on financing .
- Capital structure actions: multiple debt conversions to equity and new convertible notes, including conversions of line of credit and promissory notes in 2025; new convertible note issued November 13, 2025 (Vanquish Funding Group, Inc.) .
Compensation Committee Analysis
- No compensation committee; the full Board handles executive/director compensation and nominations .
- Independent oversight: Majority of Audit Committee is independent, but CEO serves as chair and is not independent; absence of an independent compensation committee increases risk of misalignment and discretionary pay decisions .
Say‑on‑Pay & Shareholder Feedback
- 2025 AGM proposals include advisory say‑on‑pay (Proposal 3) and say‑on‑frequency (Proposal 4), with the Board recommending “one year” frequency; the proxy notes no executive compensation to date and includes say‑on‑pay for governance completeness. Results are not disclosed in the proxy (meeting set for Nov 20, 2025) .
Risk Indicators & Red Flags
- Governance independence: CFO serves as Director; CEO chairs Audit Committee and is not independent; no compensation committee .
- Alignment risk: CFO beneficial ownership 0% at record date; no disclosed ownership guidelines .
- Financial health: Going concern uncertainty; reliance on equity issuance and convertible debt; significant shareholder dilution through debt conversions .
- Controls: Known material weaknesses in ICFR; remediation dependent on financing .
- Business execution: Strategic pivots and inactive status noted earlier in 2025; Q3 2025 filings indicate reinvigoration efforts within food services plus evaluation of digital asset/fintech/gig opportunities .
Investment Implications
- Alignment: Stark’s zero share ownership and absence of ownership guidelines reduce pay‑for‑performance alignment; monitor future employment agreement terms, equity grants, and ownership accumulation .
- Governance: Dual roles (CFO + Director), no compensation committee, and CEO‑chaired Audit Committee elevate independence concerns—factor in higher governance risk premiums .
- Liquidity/dilution: Persistent use of convertible instruments and debt‑to‑equity conversions implies continued dilution pressures—negative for share price support and potential insider selling pressure if future awards are granted .
- Execution risk: Zero 2025 YTD sales and going concern uncertainty suggest operational turnaround risk; compensation structures should be tied tightly to measurable revenue/EBITDA/TSR to support investor confidence .