Brian Rudick
About Brian Rudick
Brian Rudick, CFA, 43, was appointed Chief Strategy Officer (CSO) of Upexi effective May 22, 2025, to lead the company’s Solana-focused treasury strategy, go-to-market, marketing, and investor relations. He holds a BSc from Duke University, an MBA from The University of Chicago, and is a CFA charterholder; prior roles include Head of Research at GSR and long/short financials investing roles at Citadel, Balyasny, and Millennium, with an early career at the Federal Reserve . Since his appointment, Upexi reported Q1 FY2026 total revenue of $9.2M (up ~112% YoY), gross profit of $8.3M (up 183% YoY), and net income of $66.7M, driven by ~$78M unrealized gain on its Solana treasury and $6.1M in digital asset revenue/staking income .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GSR (digital asset market maker) | Head of Research | Not disclosed | Led internal business initiatives; GSR was lead investor in Upexi’s $100M private placement |
| Citadel; Balyasny; Millennium | Long/short financials team member managing bank-stock portfolios | Over a decade on Wall Street (specific years not disclosed) | Institutional investing expertise and network in financials |
| Federal Reserve | Research supporting monetary policy process | Not disclosed | Macro/monetary policy research foundation |
External Roles
No public-company board roles or external directorships disclosed in the cited filings .
Fixed Compensation
| Component | 2025 | Notes |
|---|---|---|
| Base Salary | $300,000 | Annual, subject to Compensation Committee review |
| Structured Cash Payments | $950,000 total: $350,000 by Jul 31, 2025; $300,000 by Sep 30, 2025; $300,000 by Dec 31, 2025, contingent on continued employment on each date | Defined as signing and performance bonus; additional future performance bonuses to be agreed with CEO |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Restricted Stock Grant | Not disclosed | 400,000 shares | Grant on/around Jul 1, 2025 | N/A (time-based grant) | Vests ratably over 12 months; 100% after 12 months of continued employment |
| Equity incentive for treasury growth | Not disclosed | Example eligibility to receive restricted stock equal to 1% of future shares issued in connection with expansion of treasury strategy fund | Not disclosed | Discretionary; equity and cash bonuses during year based on capital raises, Solana treasury implementation/management, and IR activities | Not disclosed |
Performance metrics are defined qualitatively (capital raising, Solana treasury execution, investor relations) with no disclosed numerical targets/weights in the filings .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (direct/indirect) | Not disclosed in proxy tables; Brian is not listed among named ownership as of the June 20, 2025 record date |
| Awarded equity | 400,000 restricted shares, granted on/around July 1, 2025, vesting ratably over 12 months |
| Ownership as % of shares outstanding | ≈0.67% if entire 400,000-share grant is issued/outstanding, based on 59,918,609 shares outstanding as of Nov 12, 2025 |
| Vested vs. unvested | Ratably vesting across the first year; specific tranche dates not disclosed |
| Options (exercisable/unexercisable) | Equity incentives may be granted at Compensation Committee discretion; no specific options disclosed for Brian |
| Dividends on RS before vesting | Not entitled to dividends declared/paid between grant date and vest date under the equity plan |
| Pledging/Hedging | No pledging/hedging disclosure for Brian in cited filings |
| Stock ownership guidelines | Not disclosed |
Employment Terms
| Term | Provision |
|---|---|
| Role & Reporting | CSO; reports to CEO; authority over Solana strategy and visibility/IR functions |
| Start Date & Tenure | Initial term May 21, 2025 to May 21, 2026; auto-renews annually unless notice ≥90 days before extension date |
| Non-Compete | 2 years post-termination; 50-mile radius from any Upexi office; covers competitive business activities |
| Non-Solicit | 2 years post-termination (employee non-solicitation) |
| Confidentiality | Broad non-disclosure, with exceptions for best-interest, public info, or legal process |
| Severance (without Cause or for Good Reason) | Lump sum equal to 1 year base salary + target bonus opportunity; paid within 30 days (or employer discretion in 12 monthly installments) |
| Equity upon termination | Accelerated vesting/exercisability of options if approved by Compensation Committee ; plan-level accelerated vesting of awards upon change in control |
| Good Reason definition | Includes material diminution, pay/benefit reductions, breach, relocation, and change in control; notice and cure periods apply |
| Indemnification | Full indemnification/defense to extent allowed by law, subject to Company’s Indemnification Agreement |
| Tax Gross-Up (280G) | Excise tax gross-up for “parachute payments” under Section 280G/4999, with procedures for IRS claims and potential refund handling |
| Section 409A | Intended exemption from 409A; specified six‑month delay for “specified employees” if applicable |
Performance & Track Record
- Upexi’s Q1 FY2026 results post-appointment: total revenue $9.2M (+~112% YoY), digital asset revenue $6.1M (primarily staking), gross profit $8.3M (+183% YoY), net income $66.7M (vs. $1.6M loss YoY), driven by ~$78M unrealized gain on Solana treasury .
- Capital markets/treasury initiatives: closed $200M concurrent private placement; announced $500M equity line with A.G.P.; increased plan share availability and governance steps to support treasury growth .
- Visibility and network building: created advisory committee (Arthur Hayes, S◎L Big Brain, Jon Najarian) and active investor outreach across multiple conferences .
Investment Implications
- Compensation mix and retention: significant 2025 guaranteed cash ($950k) plus $300k base increases retention through year-end 2025; 12-month RS vest aligns near-term but can create periodic selling pressure at vest dates; absence of disclosed clawbacks increases governance risk .
- Alignment with treasury growth: discretionary equity tied to capital raising and Solana treasury execution aligns incentives with value creation from staking/unrealized gains, but lacks quantified targets/weights; plan-level automatic acceleration on change in control may reduce retention post‑CoC .
- Red flags: 280G excise tax gross-up is shareholder-unfriendly; severance includes salary+target bonus, and Good Reason includes change in control—potentially generous change-of-control economics (single/double-trigger interplay via Good Reason) .
- Trading signals: Q1 FY2026 profitability driven by digital asset marks/staking supports narrative; monitor Form 4 filings for any insider sales around RS vest dates; outstanding shares ballooned to 59,918,609 by Nov 12, 2025, implying potential dilution headwinds depending on equity line usage .