HSDT Virtual Meeting to Elect Directors and Ratify Auditor
🧾 What This Document Is
This is a DEF 14A, also known as a proxy statement. Think of it as the official "voter guide" a company sends to its shareholders before an annual meeting. It outlines what will be voted on, provides background on the people running the company (the board and executives), and discloses how much they get paid. This specific filing is for Solana Company's 2026 annual shareholder meeting.
👉 Why it matters: If you own stock in Solana (ticker: HSDT), this document tells you who you're being asked to vote for, what they do, and how much money they make. It’s your report card on management.
🗳️ The Virtual Annual Meeting
The 2026 Annual Meeting of Stockholders will be a virtual-only event. It’s happening on Thursday, May 21, 2026, at 9:00 a.m. Eastern Time.
- Where: You attend online at
www.virtualshareholdermeeting.com/HSDT2026. - How to vote: You'll need your 16-digit control number to log in, vote, and ask questions. Even if you plan to attend online, the company asks you to vote your proxy beforehand by internet, phone, or mail.
- Who can vote: You must have been a shareholder of record as of April 1, 2026. As of that date, there were 54,889,569 shares outstanding.
🗳️ What You're Voting On
Shareholders have two main proposals to vote on:
Proposal 1: Elect Seven Directors You are voting to elect seven people to the Board of Directors for a one-year term. The board recommends voting FOR each nominee. More on who they are below.
Proposal 2: Ratify the Auditor This is a standard "check-the-box" vote to approve the selection of CBIZ CPAs P.C. as the company's independent accounting firm for 2026. The board also recommends a FOR vote here.
👥 Meet the Leadership
This section introduces the people who run the show.
The Board Nominees (For Election) The board is seeking reelection for seven nominees. Here’s a quick look at who they are and the skills they bring:
- Joseph Chee (54), Executive Chairman: Brings deep finance and digital asset experience from his background in investment banking and crypto-focused funds.
- Dane C. Andreeff (59), CEO & President: Has been with the company since 2017 and leads it. Comes from the hedge fund world.
- Blane Walter (55), Lead Independent Director: A veteran of the healthcare communications industry.
- Paul Buckman (70), Director: Over 30 years of experience in the medical device industry.
- Sherrie Perkins (71), Director: Background in medical technology, marketing, and commercialization.
- Edward M. Straw (87), Director: A retired Navy Vice Admiral with experience in global operations and logistics.
- Cosmo Jiang (36), Director: The newest member, added in October 2025. He specializes in digital assets and technology investments.
👉 Why it matters: The board oversees the company on your behalf. This mix aims to combine deep healthcare experience with modern finance and digital asset expertise, signaling the company's strategic focus.
The Executive Team (The Day-to-Day Runners) These are the company's top officers:
- Joseph Chee: Executive Chairman.
- Dane C. Andreeff: President & CEO.
- Jeffrey S. Mathiesen: CFO, Treasurer & Secretary.
- Agustina “Madelene” Gani Tjandrasuwita: New COO & Deputy CFO (as of April 2026). Her background includes leadership roles at blockchain companies like Hedera Hashgraph and Aptos Labs.
💼 Executive Compensation (The Paycheck)
This is a detailed section explaining how much the top executives earned.
2025 Compensation for Named Executives The table breaks down pay for the three highest-paid executives (the "Named Executive Officers" or NEOs):
| Name & Position | 2025 Salary | 2025 Bonus | 2025 Stock Awards | 2025 Total |
|---|---|---|---|---|
| Joseph Chee (Exec. Chairman) | $91,304 | $213,804 | — | $6,938,212 |
| Dane C. Andreeff (CEO) | $419,000 | $890,000 | $636,456 | $2,125,594 |
| Jeffrey S. Mathiesen (CFO) | $401,000 | $610,000 | $317,990 | $1,479,353 |
Key Takeaways on Pay:
- Big Bonuses: Both Andreeff and Mathiesen received large one-time cash bonuses ($890k and $610k) in connection with a September 2025 private financing. The document states these were to offset potential severance or other benefits.
- Equity is a Major Part: A significant portion of their total compensation comes in the form of stock options or awards, aligning their interests with shareholders.
- CEO Chee's Pay: His total is high because it includes a large equity award of $6,632,526 when he was appointed in September 2025.
🏛️ Corporate Governance & Policies
This covers the "rules of the road" for the company's management and board.
Board Committees The board has three main committees, each with independent directors:
- Audit Committee (Oversees finances & audits)
- Compensation Committee (Sets pay for execs)
- Nominating & Corporate Governance Committee (Finds director candidates and oversees governance)
Key Policies
- Insider Trading Policy: Strict rules preventing directors, officers, and employees from trading stock based on private information. It includes trading blackout periods.
- Clawback Policy: If the company has to restate its financial results due to error, it can "claw back" (take back) any excess bonus or equity pay from its officers, regardless of fault.
- Code of Ethics: A formal code applying to all employees and directors.
⚖️ Big Picture (Strengths & Risks)
👍 Strengths / Positive Signals:
- Experienced Board: The mix of seasoned healthcare executives and digital asset investors provides a broad range of oversight for a company in a complex space.
- Clear Governance: The company outlines standard, robust policies (clawback, insider trading) that are now expected by investors and regulators.
- Executive Alignment: A significant part of executive pay is tied to company performance through stock awards.
⚠️ Risks / Things to Watch:
- Leadership Transition: With a new Executive Chairman (Chee) and new COO (Tjandrasuwita) recently appointed, there is a shift in the top leadership team. How this new team executes strategy is key.
- Related-Party Transactions: The document notes the board considered relationships between the company and entities affiliated with some directors when judging their "independence." While deemed acceptable, it's always something to note.
- Compensation Decisions: The large one-time bonuses for the CEO and CFO, while explained, will be scrutinized by shareholders to ensure they align with performance and are in the company's best interest.
🧠 The Analogy
Think of this proxy statement like the program for a school's annual board meeting. It tells you who is running for the school board (the director nominees), how much the principal and key staff are paid (executive compensation), what the rules are for how they behave (governance policies), and what you'll vote on at the meeting. It's your transparency tool to hold leadership accountable.
🧩 Final Takeaway
This document is about continuity and transition at Solana Company. Shareholders are being asked to approve a stable, experienced board while the company integrates new leadership (a new Executive Chairman and COO). The focus on digital asset experts on the board and in the C-suite clearly signals the strategic direction. Your vote is a chance to approve or question this leadership and its plan.