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On July 21, 2026, Twenty One Capital, Inc. (NYSE:XXI) announced the resignation of Jack Mallers as Chief Executive Officer and director, effective July 20, 2026. Raphael Zagury, age 50, was named the new CEO, also effective July 20, 2026. Zagury, who joined the board in December 2025, brings extensive executive experience from Goldman Sachs, Merrill Lynch, Deutsche Bank, and as founder and CEO of Elektron Enterprises LLC. This leadership change coincides with the company’s potential acquisition of Elektron Energy Operations Limited.
Key Points
- NYSE ticker: XXI
- Jack Mallers resigned as CEO and director on July 20, 2026, with no disputes regarding company operations, policies, or financial matters
- Raphael Zagury appointed CEO on July 20, 2026, with a $600,000 base salary plus up to $700,000 in performance bonuses
- Mallers’ separation package includes $50,000 final pay, $420,455.39 cash for vested restricted stock units, $1,151,046.48 for share repurchase, and 1,522,407 vested stock options exercisable within 90 days
- Zagury’s appointment aligns with Twenty One Capital’s consideration of acquiring Elektron Energy Operations Limited
Details of Jack Mallers’ Departure and Separation Package
Jack Mallers stepped down as CEO and director of Twenty One Capital, Inc. on July 20, 2026. The company confirmed his departure was amicable, with no disagreements related to operations, policies, financial disclosures, accounting, or legal issues. This clarification is standard to indicate no internal conflicts or governance concerns.
Under the Separation Agreement and Release, Mallers received a final payment of $50,000 for July 2026, subject to tax withholding, and $420,455.39 in cash settlement for vested time-based restricted stock units. Additionally, the company repurchased 226,860 shares of Class A Common Stock from Mallers for $1,151,046.48, less applicable taxes. Mallers retained 1,522,407 vested stock options exercisable within 90 days of separation. All unvested stock options and restricted stock units were forfeited without compensation.
Raphael Zagury Named as New CEO
Effective July 20, 2026, Raphael Zagury was appointed CEO of Twenty One Capital, Inc. Having joined the board in December 2025, Zagury brings a wealth of experience, including his role as founder and CEO of Elektron Enterprises LLC, which manages operations for Elektron Energy, a Bitcoin mining and energy infrastructure company. This expertise is particularly relevant as Twenty One Capital explores acquiring Elektron Energy Operations Limited.
Zagury’s prior roles include Chief Investment Officer at Swan Bitcoin (2023-2024), founder of investment bank One Partners, and co-founder and CFO of fintech lending platform OpenCo. He also held executive and trading positions at Goldman Sachs, Merrill Lynch, and Deutsche Bank in New York. Zagury holds an MBA from Yale University and a Bachelor of Arts in Economics from IBMEC. The company confirmed no familial ties or special arrangements influenced his selection.
Compensation and Employment Terms for Raphael Zagury
Zagury’s employment agreement dated July 20, 2026, sets his annual base salary at $600,000, with eligibility for a performance-based bonus up to $700,000. Bonus payments depend on individual and company performance targets set by the board and require Zagury’s continued employment through the payment date. Bonuses will be paid 50% in cash and 50% in freely tradable Class A Common Stock, subject to securities laws and company policies.
Upon appointment, Zagury will receive stock options to purchase Class A Common Stock under the company’s 2025 Stock Incentive Plan, with terms mutually agreed upon. After three years, he may receive annual equity grants aligned with his CEO role. The company will also provide security services for Zagury and his family, plus an annual $25,000 stipend for personal financial planning and tax services.
Severance Provisions and Restrictive Covenants
The CEO Employment Agreement includes severance benefits if Zagury is terminated without Cause, resigns for Good Reason, or leaves due to death or Disability, contingent on signing a release and adhering to restrictive covenants. Severance includes 12 months of base salary continuation, health plan premium reimbursements or equivalent cash payments, and retention of equity rights. Non-competition and non-solicitation clauses apply for 12 months post-termination.
Board Committee Adjustments and Independence Status
Following his CEO appointment, Zagury stepped down from the Audit, Nominating and Corporate Governance, and Compensation Committees but remains on the board. This aligns with governance norms to avoid conflicts of interest. As CEO, Zagury is not considered independent under NYSE standards, a typical outcome for executive officers. The board will maintain independent director representation on key committees, especially the Audit Committee.
Potential Elektron Energy Acquisition and Related Conflicts
Twenty One Capital is evaluating a possible acquisition of Elektron Energy Operations Limited. Zagury’s role as CEO of Elektron Enterprises LLC, which manages Elektron Energy, presents a material conflict of interest that investors should monitor closely. The transaction’s dollar value is currently undetermined, indicating preliminary discussions without finalized terms. Future disclosures will provide updates on agreements, valuations, and regulatory matters. Proper governance and transparency will be critical given Zagury’s dual roles.
Strategic Leadership Transition and Outlook
The leadership change from Mallers to Zagury marks a pivotal shift for Twenty One Capital. Although Mallers’ exit was amicable, Zagury’s rapid elevation from board member to CEO within eight months, combined with his expertise in Bitcoin mining and energy infrastructure, suggests a strategic refocus. His background positions him to lead the company’s potential expansion through the Elektron Energy acquisition.
Zagury’s extensive operational and financial experience may enhance the company’s strategic direction and capital allocation. Investors should watch for forthcoming communications and filings detailing management priorities and strategic initiatives under his leadership.
Regulatory Compliance and Disclosure
The leadership transition was reported in compliance with Sections 13 and 15(d) of the Securities Exchange Act of 1934 via a Form 8-K filed on July 21, 2026, with events beginning July 15, 2026. The filing includes Item 5.02 covering officer departures, appointments, and compensation arrangements. Twenty One Capital identifies as an emerging growth company and does not plan to use extended transition periods for new accounting standards. The full separation and employment agreements are attached as exhibits available through SEC EDGAR.
Investor Guidance and Forward-Looking Considerations
Investors should closely monitor developments related to the Elektron Energy acquisition and Zagury’s interests in that business. Reviewing the detailed agreements is advised to understand equity vesting, bonus criteria, and severance conditions. The transaction’s value remains uncertain, with future filings expected to disclose material progress. Zagury’s 12-month restrictive covenants are standard protections for company interests. As an emerging growth company, ongoing disclosures will shed light on Twenty One Capital’s strategic execution and capital deployment under new leadership.
