4ORM FINANCE
PRE-SEED DATA ROOM · CONFIDENTIAL
08.5

Decision Matrix
& Governance

How every material decision maps to an Owner, the required Input, and the Final Authority, across five tiers from Constitutional to Routine.

PREPARED BY
4orm Finance Holdings · Founders
ROUND STATUS
Pre-Seed $3M
Opens July 1, 2026
CATEGORY
08 · Corporate
Document 08.5
UPDATED
June 2026
1.0
FIVE TIERS
OF DECISION

Every decision has an owner and a final authority

This matrix maps every material decision of 4orm Finance to an Owner (who proposes and executes), the parties whose Input is required, and the Final Authority (who decides). It integrates the Mission Anchor (document 08.4), the Founders' Voting Agreement, and the operating org chart (document 04.2). Decisions are organized in five tiers, each escalating governance involvement.

TIERWHAT IT COVERSFINAL AUTHORITY
1 · ConstitutionalDecisions touching the Mission Anchor and the Company's constitutional commitmentsTRUSTEE + 90% + REFUSAL
2 · FVA Covered MattersCovered Matters under Section 2.1 of the Founders' Voting Agreement: capital, structure, major partnershipsFOUNDER BLOC
3 · Strategic / C-SuiteDirection, capital, regulatory posture, major partnerships; Advisory Council provides inputCEO
4 · OperationalDecisions within the operating cadence of each function, inside approved strategy and budgetFUNCTION OWNER
5 · RoutineStandard day-to-day decisions inside established frameworks and budgetsFUNCTION OWNER

Pre-sunset (Years 0 to 10), Sam and Kevin grant an irrevocable proxy to direct their vote with Chad on each Covered Matter (FVA Section 2.2). Post-sunset (Year 10 onward), a two-of-three founder majority is required (FVA Section 2.3). The Section 2.7 right of refusal on Mission Anchor matters operates as an absolute bar across both phases, regardless of voting math.

2.0
ESCALATION
& REFUSAL

What happens when the mission is tested

Any decision asserted by any founder, director, officer, employee, or the Mission Stewardship Trustee to constitute a material deviation from the Mission Anchor is referred to independent legal counsel and the Trustee for review and recommendation. No further vote, authorization, or action is taken on the proposed deviation until that review is complete and publicly disclosed.

Crisis events, regulator-pressure freeze requests, sanctions overreach, political-pressure data requests, a debanking-coalition invitation, or a programmable-restriction adoption proposal, trigger a defined protocol:

  1. Receipt logged by the CCO within four hours; CEO and Mission Stewardship Trustee notified within twenty-four hours.
  2. Counsel (James Atherton or successor) reviews the legal basis within seventy-two hours.
  3. The Mission Stewardship Trustee determines the mission-alignment of any compelled action.
  4. A founder's right of refusal under FVA Section 2.7 may be exercised at any point. No remedy attaches to the refusing founder.
  5. If compelled by a final court order with judicial review available, the Company complies, notifies affected customers where law permits, and discloses the event in the Annual Mission Anchor Compliance Report.
  6. If the pressure is informal or non-judicial, the Company refuses and discloses the pressure event in the Annual Mission Anchor Compliance Report.
NOTES FOR COUNSEL

The Mission Stewardship Trustee role does not yet exist; it is created at incorporation under BCBCA section 137, with powers transferred from directors to the Trustee enumerated in the Articles. Until the CCO, CTO, and Fractional CFO are hired, pre-hire coverage assignments govern. Tier 4 thresholds are placeholders for counsel and the Fractional CFO to refine in the Delegation of Authority schedule. The Investment Committee is created at the pre-seed close. This matrix is a working draft, to be appended as a schedule to the Shareholders' Agreement and referenced in the Articles and the FVA.

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