DEF: Exodus Movement Sets 2026 Annual Shareholder Meeting

Exodus Movement, Inc. announces its 2026 Annual Meeting of Shareholders to elect directors and ratify its independent auditor, Deloitte & Touche LLP.

Summary

• The 2026 Annual Meeting of Shareholders will be held on Friday, May 1, 2026, at 8:30 a.m. Central Time at 1111 Jones St., Omaha, NE 68102.
• Shareholders will vote on the election of five director nominees to serve until the 2027 Annual Meeting of Shareholders.
• Shareholders will also vote to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026.
• The Record Date for voting eligibility is March 6, 2026.
• As of the Record Date, 10,628,459 shares of Class A common stock and 19,185,163 shares of Class B common stock were issued and outstanding.
• Each share of Class A common stock is entitled to one vote, and each share of Class B common stock is entitled to ten votes, with holders voting as a single class.
• The Board of Directors recommends voting FOR all director nominees and FOR the ratification of Deloitte & Touche LLP.
• Jon Paul Richardson and Daniel Castagnoli together control approximately 93% of the voting power of outstanding common stock, qualifying Exodus as a 'controlled company' under NYSE American rules.
• Audit fees billed by Deloitte & Touche LLP were $1,699,000 for 2025 and $1,680,000 for 2024. Tax fees were $422,000 for 2025.
• CEO Jon Paul Richardson's total compensation was $4,838,084 in 2025, an increase from $2,723,941 in 2024.
• CFO James Gernetzke's total compensation was $3,814,034 in 2025, an increase from $1,616,756 in 2024.
• CSO Gerardo Di Giacomo's total compensation was $3,044,148 in 2025.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a standard procedural filing for an annual meeting, with no major new disclosures that would significantly alter the company's standing, though the late Section 16(a) filings are a minor governance concern.

Positives

• The company maintains a strong corporate governance framework with adopted Principles of Corporate Governance Guidelines and a Code of Ethics.
• The Board includes three independent directors (Ms. Knight, Ms. MacKinlay, Mr. Skelton) who serve on key committees, enhancing oversight.
• The Audit Committee chair, Ms. Knight, is a qualified audit committee financial expert, ensuring strong financial oversight.
• Deloitte & Touche LLP, a reputable firm, has been appointed as the independent auditor.
• Executive compensation is designed to attract and retain highly skilled officers and promote growth and profitability.
• The company has a robust insider trading policy prohibiting speculative transactions without Board approval, promoting market integrity.

Negatives

• Exodus Movement, Inc. operates as a 'controlled company' due to Messrs. Richardson and Castagnoli controlling approximately 93% of the voting power, allowing it to opt out of certain NYSE American corporate governance requirements (e.g., independent director selection/compensation committees).
• Several Section 16(a) reports for directors and officers were filed late in 2025 due to administrative errors.
• The company has a dual-class share structure (Class A with 1 vote, Class B with 10 votes), which concentrates voting power with certain shareholders.

Risks

• The Proxy Statement contains forward-looking statements that are subject to substantial risks and uncertainties, including those described in the 'Risk Factors' and 'Management's Discussion and Analysis of Financial Condition and Results of Operations' sections of the Company's most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (SEC) and other subsequent documents filed with the SEC.

Future Outlook

The filing contains general forward-looking statements regarding the Company's Board of Directors, corporate governance practices, executive compensation program, and equity compensation utilization. It notes that actual results or outcomes could differ materially due to known and unknown risks and uncertainties, as detailed in the Company's most recent Annual Report on Form 10-K and other SEC filings.

Management Comments

• "Whether or not you expect to participate in the Annual Meeting, please vote as promptly as possible in order to ensure your representation at the Annual Meeting." (Jon Paul Richardson, CEO and Chairman)
• "We believe Mr. Richardson is qualified to serve as a member of our Board due to his leadership skills and extensive experience in the digital asset industry."
• "We believe Mr. Castagnoli is qualified to serve as a member of our Board due to his leadership experience and industry knowledge."
• "We believe Ms. Knight is qualified to serve as a member of our Board due to her considerable experience in accounting."
• "We believe Ms. MacKinlay is qualified to serve as a member of our Board due to her leadership and human capital management experience and industry knowledge."
• "We believe Mr. Skelton is qualified to serve as a member of our Board due to his experience across financial services and digital assets, along with his knowledge of accounting, risk management, and emerging financial technologies."
• "The Board appointed Mr. Richardson, our CEO, as Chairman because he is the director most familiar with the Company's business and industry, and as a result is best suited to effectively identify strategic priorities and lead the discussion and execution of strategy."
• "The Board believes the combined position of Chairman and CEO promotes a unified direction and leadership for the Board and gives a single, clear focus for the chain of command for our organization, strategy and business plans."
• "The primary objective of our executive compensation program is to attract and retain highly skilled and motivated executive officers that significantly contribute to the Company's success."

Industry Context

StockSavvy.ai notes that Exodus Movement's emphasis on digital assets and blockchain expertise within its board and executive team aligns with the growing trend of traditional financial services integrating with the decentralized finance (DeFi) ecosystem. The company's status as a 'controlled company' is not uncommon in founder-led tech firms, particularly in emerging sectors like crypto, but it warrants close attention from investors regarding governance practices compared to broader market standards.

Comparison to Industry Standards

• The company's use of Compensia, Inc. as an independent compensation consultant for benchmarking executive and director compensation practices against peer companies indicates an effort to align with industry standards for compensation.
• The appointment of Deloitte & Touche LLP as the independent auditor is consistent with practices of publicly traded companies seeking reputable accounting firms for financial oversight.
• The 'controlled company' status, while permissible under NYSE American rules, deviates from the corporate governance best practices often seen in larger, more mature public companies that emphasize independent board oversight for director nominations and executive compensation.
• The dual-class share structure, which concentrates voting power, is a common feature among technology and founder-led companies (e.g., Meta, Google) but is often viewed by governance advocates as a departure from the 'one share, one vote' principle.

Management Changes

Corporate Governance

Related Party Transactions

• No related person transactions exceeding $120,000 were proposed or occurred in the last two fiscal years, other than those disclosed under Executive Compensation and Director Compensation.

Stakeholder Impact

• Shareholders will participate in electing directors and ratifying the auditor, influencing corporate governance. The dual-class share structure and controlled company status mean voting power is concentrated.
• Employees may benefit from the executive compensation program designed to attract and retain highly skilled individuals, potentially fostering a stable and motivated workforce.
• Customers may benefit from the appointment of a Chief Security Officer (Gerardo Di Giacomo), intended to strengthen the company's global security strategy and support a trusted financial and payments platform.

Next Steps

• Shareholders to vote on director nominees and auditor ratification at the Annual Meeting on May 1, 2026.
• Final voting results to be published in a Current Report on Form 8-K within four business days after the Annual Meeting.
• Shareholders wishing to submit proposals for the 2027 Annual Meeting must do so by November 17, 2026, for inclusion in the proxy statement.
• Shareholders intending to make director nominations or present other business at the 2027 Annual Meeting must provide notice between January 1, 2027, and January 31, 2027 (subject to meeting date changes).
• Shareholders soliciting proxies in support of director nominees must provide written notice by March 2, 2027.

Key Dates

Recommendation

This is a routine proxy statement for an annual meeting, providing standard corporate governance and compensation disclosures. It does not contain new financial performance data or strategic announcements that would warrant a change in investment recommendation. The 'controlled company' status and late Section 16(a) filings are noted but are not new developments that would significantly alter the investment thesis for a seasoned investor.

Keywords

Exodus Movement, Proxy Statement, Annual Meeting, Director Election, Auditor Ratification, Corporate Governance, Executive Compensation, Shareholder Vote, Digital Assets, Blockchain, Crypto, NYSE American, Controlled Company, DEF 14A