27 January 2025 - Intersect Board Meeting

Intersect Board Meeting 27 January 2025

(2025-01-27 12:00 UTC)

Attendees:

#	Board Seat	Designator	Alternative	Observer
1	IOG	Gerard Moroney	Jeffery Siler
2	EMURGO	Nikhil Joshi	Amar Singh
3	Education	Steven Lupien	N/A
4	Membership	Kavinda Kariyapperuma	N/A	Juana Attieh Lloyd Duhon
5	Membership	Adam Rusch	N/A	Mercy Tachie-Menson
	Intersect			Jack Briggs, Nick Cook
	Secretary	Lawrence Clark
	Treasurer	Dan Singelman
	Legal	Hallee Moore

Proceedings:

The Secretary called the meeting to order on behalf of Chair Steven Lupien.

Absentees:

Dan Singelman, Hallee Moore

All cameras were on, and all participants confirmed their adherence to the Directors' Conflict of Interest policy.

The Secretary noted the agenda and proceeded with the meeting. Committees.

Noted Agenda:

#	Agenda discussion points	Duration	Presenter	pre-reading
1	Confirmation that the conflict of interest policy has been read and agreed Attendees to update on any conflicts they are aware of	5m	Lawrence Clark	Conflict of Interest
2	Board Issues & Actions to review	5m	Lawrence Clark	In deck
3	Review the purpose of the board	30m	Lawrence Clark	In deck
4	Decisions sought	1h	Multiple	In deck
5	Business Updates	30m	Lawrence Clark	In deck
6	Any other Business	5m

Board Issues & Actions to review:

Lawrence Clark walked the board through the noted actions from previous meetings.

Lawrence Clark updated the board that Adam Rusch has passed KYC and is now officially a member of the Board of Intersect.

The Board of Intersect:

As requested by the board, the executive team was asked to present the purpose of the board and the board members' role on the board, as agreed on the 8th December 2023. Legal counsel provides updates for the board on their role under Wyoming Law, along with clarifying the purpose of a board meeting vs an executive session.

Change to Business Plan

The executive team provided feedback from the membership and community relating to the Intersect Business Model, precisely the 5% charge Intersect places on all contracts between a supplier and the Cardano Development Holdings. The recommendation from the membership was to remove the 5% charge in favour of a fixed charge. The executive team has reviewed the implications of this and supports the change. As a result, the Intersect Budget for 2025 will include all operational costs relating to Intersect and the Cardano Development Holdings.

The board acknowledged the changes and asked the executive team to seek guidance from the membership on the companies that Intersect and Cardano Development Holdings would use to audit our finances. The executive acknowledged and mentioned that the Budget Committee has an audit working group where they are selecting vendors known in the ecosystem that would be able to support audits. This list/could be used for the members to select an appropriate financial auditor. The board also asked for more data to outline the benefits of a fixed price vs an admin fee + 5% per contract.

Acceleration Plan

The executive team sought board approval on the proposed acceleration plan to support an increase in marketing and workshops for the Product and Budget process. The challenge was to agree on how funding could be found to support this.

The board was very supportive of the plan but was concerned about how it would be funded. For example, would we need to wait until treasury funding was approved, or is the executive team seeking alternative funding? The executive team confirmed that discussions were underway with IOG.

The board discussed the merits of a gift versus a loan and sought legal counsel's advice on the differences between them, as well as the liability to the board if a loan were to be defaulted.

The board was supportive of the plan and looked forward to the executive team providing an update on how the acceleration plan could be funded.

Budget process timeline

The executive team informed the board about the timeline and proposed process regarding the budget committee. The board expressed concerns that the process emphasized one treasury withdrawal per bucket, while the community might request quarterly withdrawals to ensure that the DReps maintain control over the treasury withdrawals. The executive team was asked to work closely with the budget committee to outline the process.

Finance Update

Lawrence Clark provided an update to the board on the Intersect and CDH financial position.

Due to the year-end, the finance team is behind schedule in producing all financial reporting. We are currently in the process of closing December 2024, along with formulating the 2024 financial report, due in late February 2025. The KPIs below have been collated to provide insight into the current financial outlook. The ADA rate used is 0.9 to close out the year.

Intersect Financial summary

• Our total headcount cost looks to be $6.5m, which gives an Intersect total running cost of $8.5m.

• The runway for Intersect is until around July 2025.

Cardano Development Holdings Financial Summary

• We have delayed the IOE payments (value of 22.05m ADA).

• The runway for CDH is until around April 2025.

Any other business

The next board meeting is planned for 27 February 2024.

Jan	Feb	Mar	Apr	May	Jun
27 Jan 25	27 Feb 25	27 Mar 25	24 Apr 25	29 May 25	26 Jun 25
Jul	Aug	Sep	Oct	Nov	Dec
31 Jul 25	28 Aug 25	25 Sep 25	30 Oct 25	27 Nov 25	18 Dec 25

The Chair closed the meeting at 14:00 UTC on 27 January 2025.

Noted actions and decisions