Robert Gregory Kidd
About Robert Gregory Kidd
Robert Gregory Kidd, age 66, is USBC’s Chairman and Chief Executive Officer, appointed on August 6, 2025 and based in Reno, Nevada . Kidd is co‑founder and CEO of Hard Yaka since 2010 and, since 2024, the majority shareholder in Vast Bank Holdings; he previously held senior roles at Booz Allen Hamilton (1984–1990), the Federal Reserve Board’s payments division (2002–2004), Promontory Financial Group (2004–2010), and served as Chief Risk Officer at Ripple (2013–2015). He took DMSC public on Nasdaq, reaching $250 million in revenue and 3,200 staff, and was an early investor in Twitter, Square (Block), Coinbase, Robinhood, and Solana, among others; he holds an A.B. from Brown University, an MBA from Yale, and an MPA from Harvard Kennedy School . On August 6, 2025, USBC closed a $125M capital investment—357.8M shares issued to Kidd’s Goldeneye 1995 LLC for 1,000 Bitcoin plus $15M cash—fueling a strategic shift to a Bitcoin treasury and the identity‑embedded USBC deposit token .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Booz Allen Hamilton | Consultant | 1984–1990 | Early professional foundation; management consulting experience |
| DMSC | Founder/Leader | Not disclosed | Took company public on Nasdaq; reached $250M revenue and 3,200 staff globally |
| Board of Governors of the Federal Reserve System (Payments Division) | Executive (Payments) | 2002–2004 | Policy and infrastructure exposure in payments |
| Promontory Financial Group | Senior Director | 2004–2010 | Financial regulatory consulting leadership |
| Ripple | Chief Risk Officer | 2013–2015 | Enterprise risk management at a leading digital asset firm |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hard Yaka | Co‑founder & CEO | 2010–present | Venture investing and incubation in fintech/digital assets |
| Vast Bank Holdings | Majority shareholder | 2024–present | Banking exposure; strategic control in a national chartered bank |
| Candidate for Congress, Nevada’s 2nd District | Nonpartisan candidate | 2024 | Public policy engagement; network expansion |
Fixed Compensation
- USBC filed an Employment Agreement for Robert Gregory Kidd dated August 6, 2025; the proxy does not disclose base salary, bonus targets, or cash compensation specifics for Kidd. Reference: S-1 exhibit list (Employment Agreement, Exhibit 10.50) .
- USBC has entered into indemnification agreements with each director and executive officer, including Kidd .
Performance Compensation
- The proxy and filings provided do not disclose Kidd’s RSU/PSU grant details, option award sizes, strike prices, or performance metric weightings tied to his compensation. Kidd’s employment agreement exists (Aug 6, 2025), but its specific equity award terms are not included in the accessible sections of the S-1/proxy .
- Company‑wide equity actions: On October 7, 2025, USBC repriced outstanding options granted on August 6, 2025—48,620,000 shares—from $2.45 to $1.10; new 10‑year options totaling 55,030,000 shares at $1.10 were granted with 25% vesting between 3–12 months and quarterly vesting over three years thereafter, subject to continued service (named recipients in the filing did not include Kidd) .
Equity Ownership & Alignment
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (Kidd via Goldeneye 1995 LLC) | 357,815,000 shares | Goldeneye solely owned and managed by Kidd; acquired Aug 6, 2025 |
| Ownership as % of shares outstanding | 93.1% | Based on 384,234,130 shares outstanding as of Aug 18, 2025 |
| Shares outstanding reference | 384,234,130 | For percentage computation |
| Controlled company status | Yes | >50% voting power held by Goldeneye/Kidd; may rely on NYSE American controlled company exemptions |
- Registration rights/overhang: USBC registered previously issued shares to permit resale by selling stockholders; the Registration Rights Agreement dated September 18, 2025 includes Goldeneye 1995 LLC (signed by Kidd as Manager). This introduces potential trading overhang and insider selling pressure if sales occur pursuant to the S‑1 .
- Pledging/hedging: No disclosure indicating Kidd has pledged or hedged USBC shares; not addressed in the proxy .
- Stock ownership guidelines/compliance: Not disclosed for Kidd in the available proxy sections .
Employment Terms
- Employment Agreement: Dated August 6, 2025 between USBC and Robert Gregory Kidd (Exhibit 10.50 to S‑1); specific severance, change‑of‑control triggers, vesting acceleration, clawbacks, or non‑compete terms are not included in the accessible text of the S‑1/proxy .
- Indemnification: USBC’s charter provides for indemnification to the fullest extent under Nevada law; USBC has indemnification agreements with directors and officers .
- Corporate governance context: USBC combines Chairman and CEO roles (Kidd) and currently has no Lead Independent Director; Board periodically reviews this structure .
- Compensation governance: Independent compensation committee reviews executive pay; CEO attends compensation committee meetings for broader compensation matters but does not participate in deliberations regarding his own compensation .
Board Governance
| Topic | Details |
|---|---|
| Board leadership | Roles combined: Chairman & CEO (Kidd); no Lead Independent Director |
| Controlled company | Qualifies under NYSE American rules; may elect exemptions from certain independence requirements |
| Board independence | 4 of 8 directors are independent (Owens, Pepper, Ellingson, Takesako) |
| Board meetings | Last fiscal year: 3 meetings; 13 actions by consent; each director ≥75% attendance |
| Audit Committee | Members: Owens, Pepper (Chair), Takesako; independent; met 4 times; Owens is an “audit committee financial expert” |
| Compensation Committee | Members: Owens (Chair), Pepper, Takesako; independent; met 4 times |
| Nominating & Governance Committee | Members: Jenkinson (Chair), Ellingson, Pepper, Takesako |
Board Service History and Committee Roles for Kidd
- Kidd was appointed Chairman and CEO on August 6, 2025; he is not listed as a member of Board committees (Audit, Compensation, Nominating) in the proxy .
- Dual‑role implications: Combined Chair/CEO and controlled company status reduce independence safeguards; absence of a Lead Independent Director is a governance concern (mitigations include independent committees and periodic leadership structure review) .
Related Party Transactions
| Date | Counterparty | Terms | Strategic/Control Implications |
|---|---|---|---|
| June 5, 2025 agreement; Closed Aug 6, 2025 | Goldeneye 1995 LLC (solely owned/managed by Kidd) | Issuance of ~357.8M USBC shares for 1,000 Bitcoin plus $15M cash; net transaction value ≈$125M after debt retirement and preferred equity redemption | Establishes Kidd’s control (93.1% voting power), Bitcoin treasury strategy, and funding for strategic initiatives |
| Sept 18, 2025 | Goldeneye 1995 LLC, Cohen & Co Securities, Fifth Era LLC, USBC | Registration Rights Agreement; USBC registers shares to permit resale by selling stockholders; Kidd signed for Goldeneye as Manager | Potential secondary sale overhang and liquidity impacts |
Risk Indicators & Red Flags
- Controlled company with combined Chair/CEO roles and no Lead Independent Director—reduced independence; potential governance risk .
- Option repricing (48.62M shares from $2.45 to $1.10) and large new option grants on Oct 7, 2025—signals alignment efforts but raises dilution and incentive design concerns; not shown as involving Kidd in the 8‑K disclosure .
- Registration rights for key holders (including Goldeneye/Kidd) and S‑1 to permit resale—potential insider selling pressure and share overhang .
- Legal proceedings: Company states no known director/officer involvement in disqualifying legal proceedings in the past ten years .
Compensation Committee Analysis
- Independent compensation committee (Owens—Chair; Pepper; Takesako) oversees executive/director pay; met 4 times .
- CEO involvement: Kidd provides performance information and recommendations for other executives; does not participate in deliberations regarding his own compensation .
- Controlled company context: While permitted to rely on exemptions, USBC maintains independent compensation and audit committees; nominating committee is not entirely independent .
Investment Implications
- Alignment: Kidd holds 93.1% of voting power via Goldeneye, providing strong “skin‑in‑the‑game”; however, registration rights and S‑1 resale capacity create potential overhang and trading volatility if dispositions occur .
- Governance: Dual role (Chair/CEO) and controlled company status, coupled with no Lead Independent Director, heighten governance and independence risk—investors should monitor committee rigor, disclosure depth, and any future leadership separation .
- Incentives: Lack of disclosed, specific performance metric‑linked pay for Kidd in the proxy limits pay‑for‑performance assessment; company‑level option repricing and large grants suggest a willingness to reset incentives, implying dilution and retention priorities amid strategic pivot .
- Strategic execution: The $125M Goldeneye investment and Bitcoin treasury strategy plus USBC deposit token initiative are significant directional bets; Kidd’s fintech and regulatory pedigree may reduce execution risk, but regulatory, market adoption, and balance sheet volatility (via Bitcoin exposure) are key variables to track .