Exodus Movement Inc

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. The executive officers are expected to manage the Company to promote its growth and profitability, minimize risk and advance the interests of our shareholders. As such, the Company’s compensation program is designed to provide levels of compensation that reflect the executive’s role in the organization and reward the individual’s performance within the context of the Company’s performance.

We determine the appropriate level of each compensation element based, in part, but not exclusively, on our view of internal equity and consistency, performance, the competitive landscape and other information we deem relevant. We believe that equity-based awards are a motivator in attracting and retaining executives over the long term, and that salary and cash bonuses are important considerations in the short term. Executive compensation decisions are made by our Board.

Summary Compensation Table

The following table sets forth an overview of the compensation earned by the named executive officers (“NEOs”) during the last two years:

(1)

Amounts in this column for 2024 includes (i) performance bonuses earned with respect to 2024 of $274,569 for Mr. Richardson and $250,000 for Mr. Gernetzke and (ii) discretionary spot bonuses paid in 2024 of $177,743 for Mr. Richardson, $177,743 for Mr. Castagnoli, and $88,871 for Mr. Gernetzke. The bonuses reflected in this column were paid in BTC and have been converted to U.S. dollars based on the value of BTC on each bonus payment date.

(2)

Amounts in this column for 2024 represent the aggregate grant date fair value of restricted stock units (“RSUs”) granted during 2024 under the 2021 Equity Incentive Plan (the “2021 Plan”), calculated in accordance with FASB Accounting Standards Codification Topic 718 (“ASC Topic 718”) based on the closing price of the Class A Common Stock on the applicable grant date, which was $6.02 on March 13, 2024, as quoted on OTC.

(3)

Amounts in this column for 2024 include gym memberships, mental health perquisites and other executive perquisites.

Narrative Disclosures to Summary Compensation Table

Base Salaries

We generally set annual base salaries for the executive officers based on the executive’s experience, individual performance for the prior year and our prior year financial results, and we also consider comparative market data. We believe that base salaries are set at levels that enable us to hire and retain individuals in the FinTech industry who can drive achievement of the Company’s overall objectives. During 2024, Mr. Gernetzke’s annual base salary was increased to $400,000 effective July 1, 2024.

2024 Bonuses

For 2024, each NEO was eligible to receive a discretionary annual performance-based bonus based on a holistic review of Company and individual performance, resulting in annual bonuses of $274,569 for Mr. Richardson, which was approved by our Board, and $250,000 for Mr. Gernetzke, which was approved by Mr. Richardson.

In addition, in April 2024, each NEO was awarded a discretionary supplemental bonus of $177,743 for Mr. Richardson, $177,743 for Mr. Castagnoli and $88,871 for Mr. Gernetzke.

Long-Term Incentive Compensation

On March 13, 2024, Messrs. Richardson and Castagnoli each received a grant of 306,749 RSUs and Mr. Gernetzke received a grant of 153,375 RSUs. The RSUs granted to the NEOs during 2024 vest in 48 equal installments, with the initial two installments vesting on the date of grant and the remaining vesting monthly through January 1, 2028, subject to the NEO’s continued service through each such vesting date. The number of RSUs granted to each NEO was determined by our Board based on the fair market value of our Class A Common Stock on January 1, 2024 of $4.89 per share, resulting in targeted grant values of $1.5 million for each of Messrs. Richardson and Castagnoli and $750,000 for Mr. Gernetzke.

Outstanding Equity Awards as of December 31, 2024

The following table sets forth an overview of the outstanding stock awards that have not vested as of December 31, 2024:

(1)

Based on the closing price of a share of Class A Common Stock on December 31, 2024, as quoted on NYSE American, of $30.68.

(2)

These RSUs, which were granted in 2022, vest in equal monthly installments through January 1, 2026.

(3)

These RSUs, which were granted in 2023, vest in equal monthly installments through January 1, 2027.

(4)

These RSUs, which were granted in 2024, vest in equal monthly installments through January 1, 2028.

Additional Narrative Disclosure

Potential Payments Upon Termination or Change in Control

None of the NEOs are party to any employment or severance agreement with the Company resulting in payments upon a termination of employment or a change in control of the Company. However, under the award agreements governing the outstanding RSUs held by the NEOs, in the event of a change in control of the Company or the NEO’s termination as a result of a death or disability, all outstanding RSUs will become fully vested. In addition, in the event of the NEO’s termination by the Company without cause or as a result of the NEO’s retirement (resignation after attaining age 62 with five years of service), the RSUs schedule to vest in the month in which such termination occurs will become vested. Thereafter, any nonvested RSUs will be forfeited.

Director Compensation

As of December 31, 2024, our Board was comprised of three independent directors and two members of our management team. We compensate our non-employee directors, Ms. Knight, Ms. MacKinlay, and Mr. Skelton, with both cash and equity compensation in accordance with the terms of their respective offer letters. Each non-employee director receives an annual retainer, which is paid in BTC in equal monthly installments on the first day of each calendar month. During 2024, Ms. Knight received an additional retainer for her services as Chair of the Audit Committee, retroactive to August 31, 2023. During 2024, Ms. MacKinlay was granted 10,000 RSUs and Mr. Skelton was granted 5,000 RSUs. Such RSUs were granted under the 2021 Plan and are subject to the director’s continued service on our Board for two years for Ms. MacKinlay and for one year for Mr. Skelton. We do not compensate the members of our management team, including Messrs. Richardson and Castagnoli, for their service as directors, and their compensation is fully reflected in the Summary Compensation Table.

The following table sets forth amounts earned by our independent directors during the year ended December 31, 2024:

(1)

The cash retainers reflected in this column were paid in BTC and have been converted to U.S. dollars based on the value of BTC on each payment date.

(2)

Amounts in this column represent the aggregate grant date fair value of RSUs granted to independent directors and calculated in accordance with ASC Topic 718 based on a third party valuation of the Class A Common Stock on the applicable grant date. As of December 31, 2024, Ms. Knight held 3,750 outstanding unvested RSUs, Ms. MacKinlay held 5,834 outstanding unvested RSUs, and Mr. Skelton held 834 outstanding unvested RSUs.