Alexander Benjamin Spiro
About Alexander Benjamin Spiro
Alexander Benjamin Spiro (age 42) is an independent director and has served as Chairman of the Board since September 2025. He is a Partner at Quinn Emanuel Urquhart & Sullivan, LLP (New York) since 2017 and Co‑Chair of the Investigations, Government Enforcement & White Collar Defense Practice; he is a Harvard Law School graduate. He was designated to the board by House of Doge Inc. pursuant to September 2025 financing agreements.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brafman & Associates, P.C. | Trial Attorney | Not disclosed | Litigation experience |
| New York County District Attorney’s Office | Prosecutor | Not disclosed | Public sector prosecutorial experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quinn Emanuel Urquhart & Sullivan, LLP (NY) | Partner; Co‑Chair, Investigations, Government Enforcement & White Collar Defense | Since 2017 | Co‑leads practice area |
Board Governance
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Structure and independence
- Board determined Spiro (and all directors other than the CEO and CFO) to be independent under NYSE American rules; leadership is separated with an independent Chairman (Spiro) and a CEO (Adams).
- FY2025 board activity: Board met five times; each incumbent director (pre‑September 2025) attended ≥75% of board/committee meetings (note: Spiro was appointed after FY2025 period).
-
Committee memberships and chair roles (current)
- Appointed September 5, 2025 to Audit, Compensation, and Nominating & Corporate Governance Committees; also appointed Chairman of the Board.
- Committee activity (FY2025): Audit (4 meetings), Compensation (1), Nominating & Corporate Governance (1).
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Investor designation rights (governance consideration)
- Spiro and Tim Stebbing were designated by House of Doge Inc. (HoD) and appointed; for so long as HoD holds shares, it retains rights to designate replacements for those seats.
Fixed Compensation
| Component | Terms | Source |
|---|---|---|
| Annual cash retainer | Not disclosed for Spiro; no cash fees disclosed for directors in FY2025; post‑Sept 2025 compensation governed by director agreement (equity-centric) | |
| Committee membership/chair fees | Not disclosed | |
| Meeting fees | Not disclosed | |
| Expense reimbursement | Pre‑approved reasonable business expenses reimbursed |
Performance Compensation
| Award Type | Grant/Commitment Date | Amount/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (Initial Grant) | Within 5 business days of 2025‑09‑05 | 360,000 RSUs | Vests monthly in equal installments over 12 months | None disclosed (time‑based vesting) |
| RSUs (Annual, starting after 1st anniversary) | First grant within 5 business days after each anniversary of 2025‑09‑05 | $360,000 worth of RSUs, priced at closing price on anniversary date | Vests monthly in equal installments over 12 months | None disclosed (time‑based vesting) |
Implication: Director pay is equity‑heavy and time‑based with no disclosed performance conditions (e.g., TSR, EBITDA), which aligns interests via ownership but offers limited performance linkage for governance purposes.
Other Directorships & Interlocks
| Company/Organization | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed (public company directorships) | — | — | ZONE filings list legal roles; no other public boards disclosed for Spiro. |
Expertise & Qualifications
- Seasoned litigator; Co‑Chair of a major white‑collar and government investigations practice at Quinn Emanuel.
- Public sector prosecutorial background (NY County DA) and prior trial attorney experience.
- Independent Chairman governance experience in a small‑cap, high‑change environment (post‑financing board reconstitution).
Equity Ownership
| Holder | Shares Owned Directly | Rights to Acquire Within 60 Days | Total Beneficial Ownership | Percent of Class |
|---|---|---|---|---|
| Alexander Benjamin Spiro | 30,000 common shares | 60,000 shares upon RSU vesting within 60 days | 90,000 | <1% |
- RSU vesting schedule context: Initial 360,000 RSUs vest monthly over 12 months starting September 2025 (i.e., ~30,000 per month); ownership table reflects 60,000 vesting within 60 days of the October 27, 2025 record date.
- Hedging/pledging: Company policy prohibits hedging and prohibits pledging unless specifically pre‑approved by the policy administrator.
Governance Assessment
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Positives
- Independent Chairman structure with explicit board independence determination; oversight separated from management.
- Full committee coverage (Audit, Compensation, Nominating & Governance) for Spiro enhances board capacity during a period of strategic change.
- Equity-centric director compensation (initial 360,000 RSUs; annual $360,000 RSU grants thereafter), aligning director incentives to shareholder value; reimbursement limited to reasonable expenses.
-
Watch items / RED FLAGS
- Investor influence: Spiro’s and Stebbing’s seats were designated by House of Doge Inc., which retains replacement rights—creates sustained investor influence over board composition.
- Related-party ecosystem: Company entered a multi‑year asset management agreement with Dogecoin Ventures (a wholly‑owned subsidiary of House of Doge Inc.) and 21Shares, with fees up to 2.0%/1.75%/1.5% depending on assets, payable in stock, cash or Dogecoin—heightened conflict‑risk optics given HoD‑designated directors and HoD executives in management (CIO) and on the board (Stebbing).
- Performance linkage: Director equity vests time‑based with no disclosed performance conditions (e.g., TSR, growth targets). For governance purists, this weakens pay‑for‑performance signaling (even as it enhances ownership alignment).
- Related‑party disclosure for Spiro: Company stated no Item 404(a) related‑party transactions between Spiro and the Company at appointment; continue monitoring as HoD/affiliates transact with the Company.
Net: Strong legal/government investigations expertise and independent chair structure support board effectiveness. However, ongoing investor designation rights and the Dogecoin Ventures relationship present perceived conflict risks; absence of performance‑conditioned equity for directors limits explicit performance alignment.
Supporting Notes and References
- Appointment, roles, independence, and compensation agreement: 8‑K dated September 5, 2025 (Items 5.02, exhibits 10.8 and 10.10).
- 2025 Proxy (October 28, 2025): director biography, independence, committee activity, related‑party transactions (Dogecoin Ventures/21Shares), ownership table, insider trading/pledging policies.