Michael Bucella
About Michael Bucella
Independent director since March 2022; Co-Founder and Managing Partner at Neoclassic Capital, focused on early-stage Web3/crypto across U.S. and Asia. Previously General Partner and Global Head of Strategic Partnerships at BlockTower Capital (2017–2022), and nearly a decade at Goldman Sachs (GSAM from 2008; Securities Division leadership roles from 2010–2017). Earned a B.S. in Finance, Economics & Accounting from Fordham University; serves on the Fordham University President’s Council. Brings capital markets expertise and deep digital asset domain knowledge to WULF’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlockTower Capital | General Partner; Global Head of Strategic Partnerships | Oct 2017–2022 | Scaled firm from inception to >$1B AUM; led investments across hedge funds, venture, growth equity, credit . |
| Goldman Sachs (GSAM) | Asset Management Division | 2008–2010 | Institutional experience; capital markets foundation . |
| Goldman Sachs (Securities Div.) | Leadership roles (US/Canada Multi-Asset Sales & Trading; Institutional Global Equities) | 2010–2017 | Ran Canadian multi-asset S&T; expanded strategy globally; led institutional equities in Canada . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Neoclassic Capital | Co-Founder & Managing Partner | Current | Early-stage Web3/crypto investing focus (U.S. and Asia) . |
| Fordham University | President’s Council Member | Current | Alumni leadership engagement . |
Board Governance
- Committees (2025 proxy): Compensation Committee member; not Chair. 2025 committee matrix shows Bucella on Compensation; other committees unchanged; Lead Independent Director is Steven Pincus .
- Committees (2024 proxy): Compensation Committee member; previously also on Sustainability Committee (not Chair) .
- Independence: Board determined Michael Bucella is independent under Nasdaq rules .
- Attendance: Board held 9 meetings in 2024 (91% overall attendance); Audit held 17 meetings (69% attendance); Compensation held 4 meetings (100% attendance). In 2023, Board held 16 meetings (90% attendance); Audit 8 (95%); Compensation 5 (100%) .
- Annual meeting: All directors attended the 2024 Annual Meeting .
- Interlocks/Item 404: No Compensation Committee interlocks or Item 404 related-party relationships in 2024; none of WULF execs served on boards/comp committees of companies where WULF directors served .
Fixed Compensation
| Component | 2023 | 2024 | 2025 Program (effective Jan 1, 2025) |
|---|---|---|---|
| Annual Cash Retainer (Director) | $60,000 | $60,000 | $100,000 |
| Lead Independent Retainer | $25,000 (if applicable; Pincus) | $25,000 (Pincus) | $25,000 (Pincus) |
| Committee Chair Fees | Audit Chair: $25,000; Comp Chair: $25,000 | Audit Chair: $25,000; Comp Chair: $25,000 | Same |
| Bucella – Fees Earned (Cash/stock election) | $60,000 | $60,000 (elected to receive in common stock each quarter) | N/A (forward-looking structure) |
Note: WULF permits directors to elect cash retainers in common stock; all directors elected stock for retainers in each quarter of 2024 .
Performance Compensation
| Equity Award | Grant Value | Shares/Units | Vesting | Date(s) |
|---|---|---|---|---|
| Annual RSU (standard for directors) | $90,000 | N/A (value-based) | RSUs vest on 1st anniversary of grant | 2023–2024 policy |
| Lead Independent RSU (additional) | $25,000 | N/A | Same | 2023–2024 policy (Pincus) |
| Annual RSU (updated) | $200,000 | N/A | RSUs vest on 1st anniversary of grant | Effective Jan 1, 2025 |
| Bucella – RSU grant | N/A | 21,661 RSUs | Time-based | Awarded 2024-06-21; SEC Form 4: https://www.sec.gov/Archives/edgar/data/1083301/000191535124000007/0001915351-24-000007-index.htm |
| Bucella – RSU vest/release | N/A | 52,942 RSUs → common (M-exempt) | 1-year vest | 2024-06-21; SEC Form 4: https://www.sec.gov/Archives/edgar/data/1083301/000191535124000007/0001915351-24-000007-index.htm |
| Bucella – RSU grant | N/A | 56,023 RSUs | Time-based | Awarded 2025-06-23; SEC Form 4: https://www.sec.gov/Archives/edgar/data/1083301/000191535125000008/0001915351-25-000008-index.htm |
| Bucella – RSU vest/release | N/A | 21,661 RSUs → common (M-exempt) | 1-year vest | 2025-06-21; SEC Form 4: https://www.sec.gov/Archives/edgar/data/1083301/000191535125000008/0001915351-25-000008-index.htm |
Additional details:
- As of Dec 31, 2024: Bucella held 21,661 unvested RSUs; Pincus 27,678; Fabiano and Jarvis 31,189 .
- Director equity limit: max $900,000 fair value per fiscal year including cash fees under 2021 Plan .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | WULF proxies do not list other current public company boards for Bucella . |
| Compensation Committee Interlocks | Member (with Pincus, Motz) | No Item 404 relationships; no reciprocal executive-board overlaps in 2024 . |
Expertise & Qualifications
- Capital markets and institutional trading experience from Goldman Sachs; leadership in multi-asset sales & trading and institutional equities .
- Digital asset investment expertise (BlockTower Capital; Neoclassic Capital) .
- Education: B.S. Finance, Economics & Accounting (Fordham); President’s Council member .
- Board brings “strong finance experience” and relevant industry knowledge per governance guidelines; independence affirmed .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Outstanding | Composition/Notes |
|---|---|---|---|
| Feb 29, 2024 | 162,816 | <1% | Proxy table; composition footnote shows 132,962 common + 29,854 Series A preferred convertible . |
| Mar 19, 2025 (proxy footnote) | 238,585 | <1% | 205,632 common + 32,953 Series A preferred convertible . |
| Aug 25, 2025 | 261,915 | <1% | Beneficial ownership; 407,944,157 shares outstanding. Footnote: 227,293 common + 34,622 Series A convertible . |
Policy signals:
- Hedging policy discourages speculative hedging but permits 12+ month hedges with pre-clearance; none of directors/officers have entered hedging transactions .
- Securities trading policy prohibits margin purchases, short sales, and buying/selling options/derivatives on WULF stock .
Fixed Compensation (Detail for Bucella)
| Year | Fees Earned (Cash or Stock-in-lieu) | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| 2023 | $60,000 | $90,001 | $150,001 |
| 2024 | $60,000 (paid in shares per quarterly elections) | $90,001 | $150,001 |
Insider Trades and Ownership Alignment
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post-Txn Ownership | Source |
|---|---|---|---|---|---|---|---|
| 2024-04-02 | 2024-03-31 | A (Award) | Common Stock | 5,704 | $2.63 | 138,666 | |
| 2024-06-25 | 2024-06-21 | A (Award) | RSUs | 21,661 | $0.00 | 21,661 | |
| 2024-06-25 | 2024-06-21 | M (Exempt) | Common Stock | 52,942 | $0.00 | 191,608 | |
| 2024-06-25 | 2024-06-21 | M (Exempt) | RSUs (settled) | -52,942 | $0.00 | — | |
| 2024-07-16 | 2024-06-30 | A (Award) | Common Stock | 3,371 | $4.45 | 194,979 | |
| 2024-10-02 | 2024-09-30 | A (Award) | Common Stock | 3,206 | $4.68 | 198,185 | |
| 2025-01-03 | 2024-12-31 | A (Award) | Common Stock | 2,651 | $5.66 | 200,836 | |
| 2025-01-31 | 2025-01-27 | P (Purchase) | Common Stock | 4,796 | $4.17 | 205,632 | |
| 2025-06-24 | 2025-06-23 | A (Award) | RSUs | 56,023 | $0.00 | 56,023 | |
| 2025-06-24 | 2025-06-21 | M (Exempt) | Common Stock | 21,661 | $0.00 | 227,293 | |
| 2025-06-24 | 2025-06-21 | M (Exempt) | RSUs (settled) | -21,661 | $0.00 | — |
Engagement signal:
- Consistent receipt of equity grants and stock-in-lieu elections indicate alignment with shareholders; modest open-market purchase in Jan 2025 reinforces confidence [ReadFile /tmp insider JSON entries and SEC URLs above].
Related Party Transactions & Policies
- Policy requires Audit Committee review/approval of related party transactions over $120,000; conflict-of-interest safeguards; no participation by interested directors in approvals .
- Compensation Committee (incl. Bucella) fully independent; retains compensation consultants; 2025 engagement with Compensia to develop formal peer group and review equity strategy .
- Clawback: Adopted Oct 2023; compliant with SEC/Nasdaq; enables recovery of incentive-based compensation on qualifying restatements; 2021 Plan also allows recovery for detrimental conduct .
Risk Indicators & Red Flags
- Section 16(a) filings: Late Form 4s in 2024 due to administrative error affected multiple directors including Bucella (process/control weakness signal, though disclosed) .
- Hedging policy permits long-term hedging with pre-clearance (shareholder alignment risk), but no hedges entered by directors/officers to date .
- Equity share pool increase proposal (2025): 2021 Plan amendment to raise authorized shares to 54,096,290 (14.1% of outstanding) and remove evergreen; Board projects ~3.3% annual gross burn vs industry median 5.7% (dilution oversight risk mitigated by governance provisions: no repricing, director award caps, double-trigger change-in-control) .
- Family relationship: Lisa Prager is sister of CEO/Chair Paul Prager; not directly related to Bucella but relevant to board independence context .
Compensation Structure Analysis (Directors)
- Shift in director pay: Cash retainer increased from $60k to $100k; RSU grant value increased from $90k to $200k starting 2025—pay inflation risk offset by stronger equity alignment and retention objectives .
- Equity-only vesting for directors is time-based (no performance metrics/TSR hurdles for directors), limiting direct pay-for-performance linkage vs NEO PSU structures .
- Annual cap for non-employee director awards set at $900k under 2021 Plan (good governance guardrail) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Aug 25, 2025) | 261,915 shares; <1% of 407,944,157 outstanding . |
| Composition (Aug 25, 2025 footnote) | 227,293 common; 34,622 Series A convertible . |
| Unvested RSUs (Dec 31, 2024) | 21,661 RSUs . |
| Pledging/Hedging status | No hedging transactions by directors/officers; policy discourages hedging and prohibits short sales/options; margin purchases prohibited . |
Governance Assessment
- Strengths: Independent director; active Compensation Committee member with 100% committee attendance; significant equity alignment via RSUs and stock-in-lieu elections; robust clawback and equity plan governance (no repricing; director award caps) .
- Watch items: Administrative lapses in timely Section 16 reporting (process enhancement needed) ; 2025 step-up in director cash and equity retainer may raise pay inflation concerns—monitor peer benchmarking outcomes from Compensia engagement .
- Overall: Bucella’s capital markets and crypto expertise align with WULF’s sector; independence and equity-heavy compensation support shareholder alignment. Ongoing oversight of dilution and adherence to trading controls/hedging policies will be key for investor confidence .