Ryan Lane
About Ryan Lane
Ryan Lane (age 47) was appointed Chairman of the Board and Co‑Chief Executive Officer of the Company on July 17, 2025. He is a founder and principal of Empery Asset Management LP (EAM) with a background in capital markets and negotiated investments across hundreds of public companies; he holds a BA in Finance and Accounting from Franklin & Marshall College (2000) . His employment agreement provides a $225,000 base salary and a $225,000 signing bonus (paid at or before the July 2025 private placements); equity incentives are substantial and VWAP‑performance based (see below). No TSR, revenue, or EBITDA performance disclosures are tied to his role at this time .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Empery Asset Management LP | Founder, Principal/Managing Member | 2008–present | Negotiated and invested in hundreds of public companies; deep expertise in capital structure and capital formation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Empery Asset Management LP | Principal (continuing while employed by the Company) | 2025–present (dual role) | Will continue to provide services to EAM while serving as Co‑CEO, indicating potential related‑party considerations (EAM funds also invested in the Company) |
Fixed Compensation
| Component | 2025 Terms | Notes |
|---|---|---|
| Base Salary | $225,000 | Per employment agreement dated July 17, 2025 |
| Signing Bonus | $225,000 | Payable on/around closing of July 2025 private placements |
| Contract Term | Initial 1‑year; auto‑renews in 12‑month increments | Applies to Lane and other named executives appointed in July 2025 |
Performance Compensation
| Instrument | Grant size | Exercise price | Term | Vesting/Performance metrics | Status/Conditions |
|---|---|---|---|---|---|
| Stock Options (Co‑CEO) | Number equal to 3.0% of “Shares Deemed Outstanding” (subsequently quantified in Q3 10‑Q as 1,792,812 options) | $10.00 | 10 years | Vest in 20% tranches at daily VWAP thresholds: $10, $15, $20, $25, $30 (“Applicable Vesting Schedule”) | Subject to stockholder approval of 2025 Stock Plan (“Approval Requirement”) and Forfeiture Clause |
| Director equity for new independent directors (reference point) | 298,802 options each for certain new directors | $10.00 | 10 years | Same VWAP‑based vesting as above | Subject to Approval Requirement and Forfeiture Clause |
Notes:
- The Company uses VWAP‑based market price hurdles for vesting of equity awards; there are no disclosed EBITDA/revenue/TSR weightings or payout curves beyond price thresholds .
- Cash annual bonus targets for Lane were not disclosed; Lane’s compensation is primarily salary + equity .
Equity Ownership & Alignment
| Category | Details |
|---|---|
| Direct share purchases | Lane purchased 100,000 shares for $1,000,000 in the July 2025 private placements |
| Options granted (Lane) | 1,792,812 stock options at $10 strike, 10‑year term; VWAP‑based vesting; subject to plan approval and Forfeiture Clause |
| Related investors (EAM funds) | Funds controlled by Empery Asset Management LP owned 2,526,594 shares and various pre‑funded/warrants as of Sept 30, 2025; Lane is a founder/principal of EAM and continues services to EAM while serving as Co‑CEO |
| Hedging/Pledging | Company prohibits hedging and pledging of Company stock by directors and executive officers |
| Ownership guidelines | Not disclosed in 2025 proxy; no guideline details provided |
Potential alignment and selling pressure:
- Substantial option exposure (1.79M) aligns Lane with price appreciation, but vesting tied to VWAP thresholds could create windows for liquidity upon each price milestone; options are not exercisable until plan approval (reducing near‑term pressure) .
- Hedging/pledging prohibitions support alignment by limiting downside monetization .
Employment Terms
| Provision | Lane terms |
|---|---|
| Start date | July 17, 2025 appointment; agreement effective July 17, 2025 |
| Term/renewal | Initial 1‑year; auto‑renews in 12‑month increments |
| Severance | If terminated without cause or resigns for good reason: 6 months base salary |
| Change‑of‑Control (CoC) | If termination without cause/for good reason occurs within 6 months before or after a CoC: additional 6 months base salary (i.e., 12 months total) |
| Clawback | Company adopted a Dodd‑Frank restatement clawback (effective Oct 2, 2023) covering erroneously awarded incentive comp to executive officers |
| Non‑compete/Non‑solicit | Not specified in disclosed summaries; Lane permitted to continue service with EAM while serving as Co‑CEO |
Board Governance (service history, committees, independence)
- Appointment and roles: Elected to the Board on July 17, 2025 and named Chairman and Co‑CEO the same day .
- Committee roles: None disclosed for Lane post‑appointment; independent directors appointed concurrently received standard fees and equity .
- Independence: As a current executive (Co‑CEO) and Chairman, Lane is not independent under Nasdaq rules . Prior to these changes, the Board stated a majority of directors were independent, but governance structure shifted with Lane as executive Chair .
- Board service history: Joined 2025; prior Board attendance data (≥75%) pertains to FY2024 incumbents before Lane joined .
Director Compensation (reference for non‑employee directors)
| Component | Amount |
|---|---|
| Annual cash retainer | $40,000 |
| Committee fee | +$10,000 per committee served |
| Equity | For new directors in July 2025: 298,802 options each at $10, with VWAP‑based vesting; subject to stockholder approval |
| One‑time payments to prior independents | Aggregate $600,000 cash to settle deferred equity that could not be issued previously; plus 10,000 options each with VWAP‑based vesting |
Lane, as an executive director, is compensated under his executive agreement (see Fixed/Performance Compensation) rather than the non‑employee director schedule .
Related‑Party and Conflict Considerations
- Empery Asset Management LP: Lane is a founder/principal; EAM funds invested in the Company’s July 2025 private placements and held significant shares/warrants as of Sept 30, 2025; Lane will continue to provide services to EAM while serving as Co‑CEO .
- Gemini relationship: The Company entered strategic and custody agreements with Gemini; a director (Rohan Chauhan) serves as Director of Strategy at Gemini. Company recognized custody fees; board governance should monitor potential conflicts .
- Legacy consulting: The Company terminated the Highbridge Consultants agreement in July 2025 with a $2.0M termination fee, eliminating a prior milestone‑based obligation .
Compensation Structure Analysis
- Mix shift to market‑based equity: Lane’s package emphasizes options with VWAP price hurdles ($10–$30), aligning payouts with sustained market price appreciation; limited cash elements beyond base and sign‑on .
- No disclosed annual bonus metrics: Absence of operating KPI‑based bonuses (revenue/EBITDA/TSR percentile) for Lane suggests high reliance on stock performance vs. fundamentals; other executives historically had discretionary/plan bonuses, but Lane’s disclosed package focuses on price‑based vesting .
- Clawback and anti‑hedging: The Dodd‑Frank recoupment policy and prohibition on hedging/pledging mitigate shareholder‑unfriendly risks and improve alignment .
- Governance trade‑off: Combining Chair and Co‑CEO centralizes power and may reduce independent oversight versus the prior separated leadership structure .
Performance & Track Record
- Strategic pivot and capital program: Lane led/participated in the July 2025 financing strategy (cash and BTC private placements) and subsequent balance sheet/treasury moves. He has publicly emphasized NAV/share accretion via repurchases in line with the bitcoin treasury program .
- Headcount and cost actions, business repositioning: Management described rightsizing and business evolution actions in late 2025 disclosures .
Equity Vesting Schedule Detail (Lane Options)
| Price hurdle (daily VWAP) | Vesting tranche |
|---|---|
| $10.00 | 20% |
| $15.00 | +20% (40% cumulative) |
| $20.00 | +20% (60% cumulative) |
| $25.00 | +20% (80% cumulative) |
| $30.00 | +20% (100% cumulative) |
| Vesting schedule per “Applicable Vesting Schedule” used across July 2025 grants . |
Investment Implications
- Alignment and upside leverage: Lane’s large, price‑contingent option grant (1.79M options at $10) plus $1M personal share purchase create strong exposure to stock appreciation; vesting at defined VWAP thresholds may concentrate selling windows as tranches vest, but options are not exercisable until plan approval, tempering immediate supply risk .
- Governance risk/benefit: Executive Chair + Co‑CEO dual role can accelerate decision‑making but reduces independence at the top; investors should monitor board committee strength and independent director influence to counterbalance concentrated authority .
- Retention and CoC economics: Severance is moderate (6 months, rising to 12 months around a change‑of‑control with a qualifying termination), which limits excessive golden parachute risk while providing retention support during strategic transitions .
- Related‑party oversight: Ongoing ties to EAM and counterparties (e.g., Gemini connection via a director) require strong audit/compensation committee oversight to manage conflicts, allocation, and terms fairness .
- Policy safeguards: Anti‑hedging/pledging and a Dodd‑Frank clawback reduce agency risk and backstop pay‑for‑performance integrity .
Citations:
- Appointment, role, education, compensation terms, board changes and executive agreements .
- Q3 2025 10‑Q executive compensation/equity quantification, investments, related parties, and board compensation structure .
- Anti‑hedging/pledging policy, independence context, attendance, and clawback policy from 2025 DEF 14A .
- Public communications on treasury strategy and repurchases .
- Termination of legacy consultant obligations .