FG Communities Holdings Inc DEF 14A, filed Oct 9, 2026
FG Communities Holdings Inc. (FGC)
About this DEF 14A
FG Communities Holdings Inc filed this DEF 14A on October 9, 2026.
FG Communities Holdings Inc. will hold a virtual 2026 Annual Meeting on November 30, 2026 to elect eight directors, ratify BPM LLP as independent auditor, and consider advisory executive compensation and the frequency of the advisory vote. AI summary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant ☒ | Filed by a party other than the Registrant ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
October 9, 2026
To our Stockholders:
You are cordially invited to attend our 2026 Annual Meeting of Stockholders on Monday, November 30, 2026, at 10:00 a.m. Eastern Time (the “Annual Meeting”) to be held as a virtual meeting at www.virtualshareholdermeeting.com/FGC2026.
If you attend the Annual Meeting, you will be able to vote and submit questions during the meeting by using the Virtual Control Number we have provided to you with the Notice of Internet Availability of Proxy Materials. We are pleased to furnish proxy materials to stockholders primarily over the Internet. We will commence mailing to our stockholders on or about October 14, 2026, a Notice of Internet Availability of Proxy Materials containing instructions on how to access the electronic copies of our 2026 Proxy Statement and our Annual Report on Form 10-K and Form 10-K/A for the year ended December 31, 2025 (the “Annual Report”) and how to vote online. Internet distribution of our proxy materials expedites receipt by stockholders, lowers the cost of the Annual Meeting, and conserves natural resources. However, if you would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you choose to receive your Annual Meeting materials by mail, the notice of the Annual Meeting, Proxy Statement, the Annual Report and proxy card from our Board of Directors will be enclosed.
Please refer to the Proxy Statement for detailed information on each of the proposals and the Annual Meeting. Your vote is important, and we strongly urge all stockholders to vote their shares. For most items, including the election of directors, your shares will not be voted unless you provide voting instructions via the Internet or by returning a proxy card or voting instruction card. We encourage you to vote promptly, even if you plan to attend the Annual Meeting.
| Best regards, | |
| /s/ D. Kyle Cerminara | |
| D. Kyle Cerminara | |
| Chairman and Chief Executive Officer |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 30, 2026
October 9, 2026
To Our Stockholders:
You are cordially invited to attend our 2026 Annual Stockholders’ Meeting (the “Annual Meeting”), which will be conducted virtually at www.virtualshareholdermeeting.com/FGC2026 on November 30, 2026 at 10:00 a.m., Eastern Time, and any adjournments or postponements thereof for the following purposes:
| 1. | To elect to the Board of Directors the eight director nominees identified in the accompanying Proxy Statement, each to serve for a term as described in the Proxy Statement; | |
| 2. | To ratify the appointment of BPM LLP as our independent registered public accounting firm for the year ending December 31, 2026; | |
| 3. | To consider and act upon a non-binding advisory resolution to approve the compensation of our named executive officers; | |
| 4. | To consider and act upon a non-binding advisory resolution to approve the frequency of the stockholder vote to approve the compensation of our named executive officers; and | |
| 5. | To consider and transact such other business as may properly come before the meeting or any postponement or adjournment thereof. |
Only stockholders of record at the close of business on October 1, 2026 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting. We are furnishing our proxy materials, including this Proxy Statement, a proxy card or voting instruction card, and our Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2025, to the majority of our stockholders via the Internet. Accordingly, on or about October 14, 2026, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be mailed by intermediaries to our stockholders as of the Record Date, containing instructions on how to access the proxy materials via the Internet or request proxy materials in printed form, and how to vote your shares.
You will be able to participate in the Annual Meeting from any location worldwide via live audio webcast, and electronically vote your shares and submit questions online. We have adopted this online format to expand access to the Annual Meeting and lower the cost to our stockholders, the Company and the environment. To participate in the virtual Annual Meeting, you must first register at www.virtualshareholdermeeting.com/FGC2026. We recommend that you log in a few minutes before the Annual Meeting begins to ensure you are logged in when the meeting starts.
Please read the Proxy Statement and vote your shares as soon as possible. Your vote is very important. Please vote by using the instructions provided in the Notice or the proxy card.
| By Order of the Board of Directors, | |
| /s/ D. Kyle Cerminara | |
| D. Kyle Cerminara | |
| Chairman and Chief Executive Officer |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 30, 2026:
This Notice and the accompanying Proxy Statement are first being distributed or made available, as the case may be, on or about October 14, 2026 and the Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders and Annual Report on Form 10-K and Form 10-K/A for the year ended December 31, 2025 are available at http://www.proxyvote.com.
TABLE OF CONTENTS
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FG COMMUNITIES HOLDINGS INC.
PROXY STATEMENT FOR 2026 ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished in connection with the solicitation of the accompanying proxies on behalf of the Board of Directors of FG Communities Holdings Inc. (formerly known as FG Nexus Inc.) (the “Company”, “we”, “our” or “us”) for use at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”), which will be conducted virtually at www.virtualshareholdermeeting.com/FGC2026 on November 30, 2026 at 10:00 a.m. Eastern Time, and any adjournments or postponements of the Annual Meeting.
QUESTIONS & ANSWERS ABOUT THE ANNUAL MEETING
Why am I receiving these materials?
At the Annual Meeting, holders of our common stock will act upon the matters described in the Notice of Meeting accompanying this Proxy Statement, including the election of directors. You are receiving this Proxy Statement and the related form of proxy because you held shares of our common stock at the close of business on the Record Date (as defined below), and the Board of Directors of the Company (the “Board of Directors” or “Board”) is soliciting your proxy to vote at the Annual Meeting.
You are invited to attend the virtual Annual Meeting to vote on the proposals for which you may vote, as described in this Proxy Statement. However, you do not need to attend the meeting to vote your shares. Instead, you may vote your shares as described in further detail under the heading “How do I vote?” below.
Why did I receive a notice in the mail regarding the Internet availability of proxy materials this year instead of a full set of proxy materials?
In accordance with the “notice and access” rules of the Securities and Exchange Commission (the “SEC”), we are providing our stockholders access to our proxy materials on the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be mailed to most of our stockholders beginning on October 14, 2026. The Notice will include:
| ● | instructions on how to access the Company’s proxy materials electronically, | |
| ● | the date, time and location of the virtual Annual Meeting, | |
| ● | a description of the matters intended to be acted upon at the Annual Meeting, | |
| ● | a list of the materials being made available electronically, | |
| ● | instructions on how a stockholder can request to receive paper or e-mail copies of the Company’s proxy materials, | |
| ● | any control/identification numbers that a stockholder needs to access his or her proxy card and instructions on how to access the proxy card, and | |
| ● | information about attending the Annual Meeting and voting in person. |
Stockholders will have the ability to access the proxy materials on the website referred to in the Notice, or request a printed set of the proxy materials to be sent to them by following instructions on the Notice. All stockholders who do not receive a Notice should receive a paper copy of the proxy materials by mail.
When will these materials be mailed?
The Notice, this Proxy Statement, and the proxy card for stockholders of record were distributed or made available, as the case may be, beginning on or about October 14, 2026, and the Proxy Statement and our Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2025 are available at www.proxyvote.com.
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Who is entitled to vote?
Stockholders of record at the close of business on October 1, 2026 (the “Record Date”) are entitled to vote in person or by proxy at the Annual Meeting. As of the Record Date, 4,594,068 shares of our common stock were outstanding. Each stockholder is entitled to one vote for each share of common stock held on the Record Date.
Stockholders do not have cumulative voting rights in the election of directors. For ten days prior to the Annual Meeting during normal business hours, a complete list of all stockholders of record will be available for examination by any stockholder, for any purpose germane to the Annual Meeting, by contacting the Company’s Corporate Secretary at (704) 994-8279 for information regarding providing proof of eligibility to view the list. The list of stockholders will also be available at the Annual Meeting.
Who can attend the Annual Meeting?
All stockholders as of the Record Date, or individuals holding their duly appointed proxies, may attend the Annual Meeting. Appointing a proxy in response to our solicitation will not affect a stockholder’s right to attend the Annual Meeting and to vote in person. Please note that if you hold your shares in “street name” (in other words, through a broker, bank, or other nominee), you will need to obtain a proxy, executed in your favor, from the holder of record (the broker, bank or other nominee) to gain admittance to the Annual Meeting.
What is the difference between a stockholder of record and a beneficial owner?
If your shares are registered directly in your name with our transfer agent, Broadridge Financial Solutions, Inc., then you are a “stockholder of record.” You may vote by ballot at the Annual Meeting or vote by proxy. To vote by proxy, complete, sign, date and return the enclosed proxy card or follow the instructions on the Notice or proxy card for voting by telephone or Internet.
If your shares are held for you by a broker, bank or other nominee (that is, held in “street name”), then you are not a stockholder of record. Rather, the broker, bank or other nominee is the stockholder of record, and you are the “beneficial owner” of the shares. The accompanying voting instruction card has been forwarded to you by the broker, bank or other nominee. If you complete and properly sign the voting instruction card and return it in the appropriate envelope, or follow the instructions on the voting instruction card for voting by telephone or Internet, the broker, bank or other nominee will cause your shares to be voted in accordance with your instructions. If you are a beneficial owner of shares and wish to vote in person at the Annual Meeting, then you must obtain a proxy, executed in your favor, from the holder of record (the broker, bank or other nominee).
What constitutes a quorum?
One-third (1/3) of shares of common stock outstanding on the Record Date must be represented, in person or by proxy, to provide a quorum at the Annual Meeting. If you vote, your shares will be part of the quorum. Shares represented by a properly executed proxy card that is marked “ABSTAIN” or returned without voting instructions will be counted as present for the purpose of determining whether the quorum requirement is satisfied. Also, proxies or votes with respect to shares held of record by a broker, bank or other nominee who has not received voting instructions from the beneficial owner of the shares (“broker non-votes”) will be counted as present for quorum purposes. However, although broker non-votes and abstentions are considered as present for purposes of establishing a quorum, we believe broker non-votes and abstentions will not be considered as votes cast for or against a proposal or director nominee. Once a share is represented at the Annual Meeting, it will be deemed present for quorum purposes throughout the Annual Meeting (including any postponement or adjournment thereof unless a new record date is or must be set for such postponement or adjournment).
What is the purpose of the meeting?
The principal purposes of the Annual Meeting are to (i) elect the eight director nominees named in this Proxy Statement to the Company’s Board of Directors, each to serve for a term as described in this Proxy Statement, (ii) ratify the appointment of BPM LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, (iii) consider and act upon a non-binding, advisory resolution to approve the compensation of our named executive officers, (iv) consider and act upon a non-binding advisory resolution to approve the frequency of the stockholder vote to approve the compensation of our named executive officers, and (v) transact such other business as may properly come before the meeting or any postponement or adjournment thereof.
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How do I vote?
If you are a holder of record, you can vote either in person at the Annual Meeting or by proxy without attending the Annual Meeting. We urge you to vote by proxy even if you plan to attend the Annual Meeting so that we will know as soon as possible that enough votes will be present for us to hold the meeting. If you attend the meeting and vote in person, your previously submitted proxy will be revoked and will not be counted.
You can vote by proxy using any of the following methods:
| ● | Voting by Telephone or Internet. If you are a holder of record, you may vote by proxy by using either the telephone or Internet methods of voting. Proxies submitted by telephone or through the Internet must be received by 11:59 p.m., Eastern Time, on November 29, 2026. Please see the Notice or proxy card for instructions on how to access the telephone and Internet voting systems. | |
| ● | Voting by Proxy Card. Each stockholder of record who received a proxy card may vote by completing, signing, dating and promptly returning the proxy card in the self-addressed stamped envelope provided. When you return a properly executed proxy card, the shares represented by your proxy will be voted as you specify on the proxy card. Your proxy card must be received prior to the Annual Meeting to be counted. |
The proxies named in the enclosed form of proxy and their substitutes will vote the shares represented by the enclosed form of proxy, if the proxy appears to be valid on its face, and, where a choice is specified by means of the ballot on the form of proxy, will vote in accordance with each specification so made.
If you hold your shares in “street name,” you must either direct the broker, bank, or other nominee as to how to vote your shares, or obtain a proxy from the broker, bank, or other nominee, executed in your favor, to vote at the meeting. Please refer to the voter instruction cards provided by your broker, bank, or other nominee for specific instructions on methods of voting, including by telephone or using the Internet.
What does it mean if I receive more than one Notice or proxy card?
You will receive separate Notices or proxy cards when you own shares in different ways. For example, you may own shares individually, as a joint tenant, in an individual retirement account, in trust or in one or more brokerage accounts. You should complete, sign, date and return each proxy card you receive or follow the telephone or Internet voting instructions on each Notice or proxy card. The instructions on each Notice or proxy card may differ. Be sure to follow the instructions on each Notice or card.
Can I change my vote or instruction?
Yes. If you are a stockholder of record, you may revoke your proxy or change your vote, regardless of whether previously submitted by mail or via the Internet or by telephone, by (i) delivering a signed written notice stating that you revoke your proxy to the attention of the Corporate Secretary of the Company, at 6408 Bannington Road, Charlotte, NC 28226 that bears a later date than the date of the proxy you want to revoke and is received prior to the Annual Meeting, (ii) submitting a valid, later-dated proxy via the Internet or by telephone before 11:59 p.m., Eastern Time, on November 29, 2026, or by mail that is received prior to the Annual Meeting, or (iii) attending and voting during the virtual Annual Meeting (or, if the Annual Meeting is postponed or adjourned, attending the postponed or adjourned meeting), which automatically will cancel any proxy previously given, or revoking your proxy during the meeting, but your attendance alone at the Annual Meeting will not revoke any proxy previously given.
If you hold your shares in “street name” through a broker, bank, or other nominee, you must contact your broker, bank or other nominee to change your vote through new voting instructions or, if you wish to change your vote in person at the Annual Meeting, obtain a written legal proxy from the bank, broker or other nominee to vote your shares.
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What happens if I submit a proxy card and do not give specific voting instructions?
If you are a stockholder of record and sign and return the proxy card without indicating your voting instructions, your shares will be voted in accordance with the recommendations of the Board of Directors. With respect to any other matter that properly comes before the meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion. As of the filing date of this Proxy Statement, we did not know of any other matter to be raised at the Annual Meeting.
What happens if I do not submit a proxy card and do not vote by telephone or Internet or do not submit voting instructions to my broker, bank or other nominee?
If you are a stockholder of record and you neither designate a proxy nor attend the Annual Meeting, your shares will not be represented at the meeting. If you are a beneficial owner and do not provide voting instructions to your bank, broker or other nominee, then, under applicable rules, the broker, bank or other nominee that holds your shares in “street name” may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the broker, bank, or other nominee that holds your shares does not receive instructions from you on how to vote your shares on a “non-routine matter”, the broker, bank or other nominee will inform the inspector of election for the Annual Meeting that it does not have the authority to vote on the matter with respect to your shares. This is generally referred to as a “broker non-vote.”
Which voting matters are considered “routine” or “non-routine”?
We believe that Proposal 1 regarding the election of directors, Proposal 3 regarding the non-binding, advisory resolution to approve the compensation of our named executive officers, and Proposal 4 regarding the non-binding, advisory resolution to approve the frequency of approving the compensation of our named executive officers are considered “non-routine” matters under applicable rules. Therefore, a broker, bank or other nominee cannot vote on such proposals without voting instructions from the beneficial owners, and there may be broker non-votes in connection with Proposals 1, 3, and 4.
We believe that Proposal 2 concerning the ratification of the appointment of BPM LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, is considered a “routine” matter under applicable rules. Therefore, a broker, bank or other nominee may generally vote on these matters, and there will be no broker non-votes in connection with Proposal 2.
What vote is required to approve each item? How will abstentions and broker non-votes be counted?
As to Proposal 1, election of directors, a holder of common stock may vote “FOR” the election of each of the nominees proposed by the Board, or “WITHHOLD” authority to vote for one or more of the proposed nominees. The election of a director requires the affirmative vote of a plurality of the votes properly cast on the election of directors at the Annual Meeting. A “plurality” means that the individuals who receive the largest number of votes are elected as directors up to the maximum number of directors to be elected at the meeting. As to Proposal 1, proxies marked “WITHHOLD” and broker non-votes will have no impact on the election of directors.
With respect to Proposal 2, ratification of BPM LLP as our independent registered public accounting firm, a holder of common stock may vote “FOR” or “AGAINST” ratification or “ABSTAIN” from voting on the proposal. Ratification requires an affirmative vote of holders of a majority of the votes properly cast at the Annual Meeting. Proxies marked “ABSTAIN” will not be considered as votes cast for or against Proposal 2 and will have no effect on the outcome of the proposal.
With respect to Proposal 3, advisory approval of the compensation of our named executive officers, a holder of common stock may vote “FOR” or “AGAINST” approval or “ABSTAIN” from voting on the proposal. Approval requires an affirmative vote of holders of a majority of the votes properly cast at the Annual Meeting. Proxies marked “ABSTAIN” and broker non-votes will not be considered as votes cast for or against Proposal 3 and will have no effect on the outcome of the proposal.
With respect to Proposal 4 (advisory approval of the frequency of the stockholder vote to approve the compensation of our named executive officers), a stockholder may vote “FOR” either the option of every year, every two years or every three years or “ABSTAIN” from voting on the proposal. The choice of frequency that receives the highest number of “FOR” votes properly cast by the holders of shares of our common stock will be considered the advisory vote of the stockholders. Proxies marked “ABSTAIN” and broker non-votes will not be considered as votes cast for or against Proposal 4 and will have no effect on the outcome of the proposal.
What are the Board’s voting recommendations?
The Board recommends a vote “FOR”:
| 1. | election of each of the eight director nominees named in this Proxy Statement to the Board of Directors, each to serve for a term as described in the Proxy Statement; | |
| 2. | ratification of the appointment of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; | |
| 3. | approval, on an advisory, non-binding basis, of the compensation of our named executive officers; and | |
| 4. | the option of every year as the frequency to have an advisory vote on the compensation of our named executive officers. |
Who is paying for the preparation and mailing of the proxy materials and how will solicitations be made?
The Company will pay the expenses of soliciting proxies. Proxies may be solicited on our behalf by the Company’s directors, officers or employees in person or by mail, telephone, facsimile or electronic transmission. We do not compensate them for soliciting proxies. We have requested brokerage houses and other custodians, nominees and fiduciaries to forward soliciting material to beneficial owners and have agreed to reimburse those institutions for their out-of-pocket expenses. We have engaged Alliance Advisors LLC to solicit proxies and will pay approximately $12,500 plus expenses for these services.
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PROPOSAL 1 — ELECTION OF DIRECTORS
The Company’s Board of Directors currently consists of eight directors, each serving a one-year term.
On August 4, 2025, we entered into a side letter agreement (the “Side Letter Agreement”) with OGroup LLC to induce certain members of OGroup LLC to execute employment agreements with us. The Side Letter Agreement provided that OGroup LLC shall have the right to designate two (2) persons to be elected to the Board. The Company agreed to use its reasonable best efforts (subject to applicable law and the exercise of fiduciary duties) to have such designated nominees elected to the Board. OGroup LLC’s right to designate two (2) persons to be elected to the Board terminated on the earlier of (1) July 22, 2028 or (2) the date the Company ceases to have any digital assets business. On August 4, 2025, we appointed Maja Vujinovic and Jose Vargas to the Board. As of June 30, 2026, the Company exited the digital assets business. Effective June 30, 2026, Maja Vujinovic’s employment with the Company ceased and she resigned as a member of the Board.
Based upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated D. Kyle Cerminara, Richard E. Govignon, Jr., Rita Hayes, Michael C. Mitchell, Robert J. Roschman, Ndamukong Suh, Jose Vargas and Scott D. Wollney to stand for election at the Annual Meeting, with each director holding office for a term of one year and until his or her successor has been duly elected and qualified or until his or her earlier death, retirement, resignation, or removal.
After careful consideration and evaluation, the Board has decided not to fill the vacancy on the Board created by the resignation of Maja Vujinovic.
Required Vote
The election of a director requires the affirmative vote of a plurality of the votes properly cast on the election of directors at the Annual Meeting. A “plurality” means that the individuals who receive the largest number of votes are elected as directors, up to the maximum number of directors to be elected at the meeting. Therefore, proxies marked “WITHHOLD” and “broker non-votes” will have no impact on the election of directors. Properly executed proxies submitted pursuant to this solicitation will be voted “FOR” the election of the directors marked on the proxy, unless specified otherwise.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF D. KYLE CERMINARA, RICHARD E. GOVIGNON, JR., RITA HAYES, MICHAEL C. MITCHELL, ROBERT J. ROSCHMAN, NDAMUKONG SUH, JOSE VARGAS AND SCOTT D. WOLLNEY, AS DIRECTORS.
Directors Standing for Election
Set forth below is information about each of the Company’s director nominees, including ages as of the Record Date.
| Name | Age | Position | ||
| Directors: | ||||
| D. Kyle Cerminara | 49 | Chief Executive Officer and Chairman of the Board of Directors | ||
| Richard E. Govignon, Jr. | 49 | Director | ||
| Rita Hayes | 83 | Director | ||
| Michael C. Mitchell | 46 | Director | ||
| Robert J. Roschman | 61 | Director | ||
| Ndamukong Suh | 39 | Director | ||
| Jose Vargas | 48 | Director | ||
| Scott D. Wollney | 57 | Director; Lead Independent Director |
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D. Kyle Cerminara was appointed to our Board of Directors in December 2016; he became Chairman of our Board of Directors in May 2018; and he became Chief Executive Officer in February 2024. Mr. Cerminara also served as our Principal Executive Officer from March 2020 to June 2020. Mr. Cerminara has over 20 years’ experience as an institutional investor, asset manager, director, chief executive, founder and operator of multiple financial services and technology businesses. Mr. Cerminara co-founded Fundamental Global LLC (“FG LLC”) and its predecessors in 2012 and serves as its Chief Executive Officer.
Since its founding in July 2022, Mr. Cerminara has served as the Chairman and President of FG Communities, Inc., a corporation created to preserve and improve affordable housing through ownership and management of manufactured housing communities. Since August 2020, Mr. Cerminara has been a member of the board of directors of Firefly Systems, Inc., a venture backed digital advertising company. From October 2021 to September 2024, Mr. Cerminara served as the Chairman of the board of directors of FG Acquisition Corp. (TSX:FGAA.U), a special purpose acquisition company which merged with Strong/MDI Screen Systems, Inc., and was renamed Saltire Capital Ltd. (TSX: SLT). From September 2024 to October 2026, Mr. Cerminara served as Vice-Chairman of Saltire Capital Ltd. and was appointed Executive Chairman in October 2026. From October 2023 to January 2025, Mr. Cerminara served as Chairman of the board of directors of FG Merger II Corp., a special purpose acquisition company in the process of searching for a business combination target, and upon his resignation as Chairman of the board of directors in January 2025, he has served as senior advisor to the board of directors. From November 2023 to May 2025, Mr. Cerminara served as the Chairman of the board of directors of FG Merger III Corp., a special purpose acquisition company that is in the process of completing its initial public offering and is focused on searching for a target company in the financial services sector. Since May 2025, Mr. Cerminara serves as a senior advisor to FG Merger III Corp.
From February 2015 until February 2024, Mr. Cerminara served as a director of FG Group Holdings Inc. (NYSE American: FGH), a holding company with diverse business activities focused on serving the entertainment and retail markets that merged with FG Communities Holdings Inc. in February 2024; he served as its Chairman from May 2015 until February 2024; and he previously served as its Chief Executive Officer from November 2015 through April 2020. Mr. Cerminara served as the Chairman of Strong Global Entertainment, Inc. (NYSE American: SGE), a leader in the entertainment industry providing mission critical products and services to cinema exhibitors and entertainment venues, from March 2022 until it was acquired by FG Communities Holdings Inc. in September 2024. Mr. Cerminara served as a director of BK Technologies Corporation (NYSE American: BKTI) from July 2015 through December 2023, and served as its Chairman from July 2022 through December 2023 and previously from March 2017 until April 2020. From February 2022 to August 2023, Mr. Cerminara served as a senior advisor to FG Merger Corp. (NASDAQ: FGMC), a special purpose acquisition company, which merged with iCoreConnect, Inc. (NASDAQ: ICCT), a market leading, cloud-based software and technology company focused on increasing workflow productivity and customer profitability through its enterprise and healthcare workflow platform of applications and services. From April 2021 to December 2021, Mr. Cerminara served as a director of Aldel Financial Inc. (NYSE: ADF), a special purpose acquisition company co-sponsored by Fundamental Global, which merged with Hagerty Inc. (NYSE: HGTY), a leading specialty insurance provider focused on the global automotive enthusiast market. From July 2020 to July 2021, Mr. Cerminara served as Director and President of FG New America Acquisition Corp. (NYSE: FGNA), a special purpose acquisition company, which merged with OppFi Inc. (NYSE: OPFI), a leading financial technology platform that powers banks to help everyday consumers gain access to credit. He served on the board of directors of GreenFirst Forest Products Inc. (TSXV: GFP) (formerly Itasca Capital Ltd.), a public company focused on investments in the forest products industry, from June 2016 to October 2021 and was appointed Chairman from June 2018 to June 2021; Limbach Holdings, Inc. (NASDAQ: LMB), a company which provides building infrastructure services, from March 2019 to March 2020; Iteris, Inc. (NASDAQ: ITI), a publicly-traded, applied informatics company, from August 2016 to November 2017; Magnetek, Inc., a publicly-traded manufacturer, in 2015; and blueharbor bank, a community bank, from October 2013 to January 2020. He served as a Trustee and President of StrongVest ETF Trust, which was an open-end management investment company, from July 2016 to March 2021. Previously, Mr. Cerminara served as the Co-Chief Investment Officer of CWA Asset Management Group, LLC, a position he held from January 2013 to December 2020.
Prior to these roles, Mr. Cerminara was a Portfolio Manager at Sigma Capital Management, an independent financial adviser, from 2011 to 2012, a Director and Sector Head of the Financials Industry at Highside Capital Management from 2009 to 2011, and a Portfolio Manager and Director at CR Intrinsic Investors from 2007 to 2009. Before joining CR Intrinsic Investors, Mr. Cerminara was a Vice President, Associate Portfolio Manager and Analyst at T. Rowe Price (NASDAQ: TROW) from 2001 to 2007, where he was named amongst Institutional Investor’s Best of the Buy Side Analysts in November 2006, and an Analyst at Legg Mason from 2000 to 2001.
Mr. Cerminara received an MBA degree from the Darden Graduate School of Business at the University of Virginia and a B.S. in Finance and Accounting from the Smith School of Business at the University of Maryland, where he was a member of Omicron Delta Kappa, an NCAA Academic All American and Co-Captain of the men’s varsity tennis team. He also completed a China Executive Residency at the Cheung Kong Graduate School of Business in Beijing, China. Mr. Cerminara holds the Chartered Financial Analyst (CFA) designation.
We believe Mr. Cerminara’s management and operational experience and extensive experience in the financial industry, including investing, capital allocation, finance and financial analysis of public companies qualifies him to serve on our Board of Directors.
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Dr. Richard E. Govignon, Jr. was elected to our Board of Directors on December 15, 2021. Dr. Govignon has been a Partner of Dnerus Financial, a family asset management company, since June 2021. Dr. Govignon is an experienced corporate director/trustee in the U.S. and Canada with broad exposure to numerous industries. Dr. Govignon was a director of Strong Global Entertainment, Inc. (formerly NYSE American: SGE), a corporation focused on supplying screens and providing technical support services to the cinema exhibition industry, theme parks, and other entertainment-related markets from January 2022 until its merger with the Company in September 2024. He also serves on the board of Saltire Capital Ltd. (TSX: SLT.U), a long-term capital partner investing in equity, debt, and hybrid securities of private companies incorporated in British Columbia. From October 2023 to July 2026, Dr. Govignon served as a member of the board of directors of FG Merger II Corp., a special purpose acquisition company which merged with BOXABL Inc. Since May 2025, he has served on the board of FG Merger III Corp. He has also been a director of B-Scada, Inc. (OTC: SCDA), a developer of software and hardware products, since June 2021. Additionally, Dr. Govignon has been a member of the board of FG Imperii Acquisition, a blank check company targeting the financial services sector, since October 2025. He served on the board of GreenFirst Forest Products, Inc. (TSXV: GFP) from January 2019 to December 2021 and was a trustee of the StrongVest ETF Trust (US: CWAI), which invested in corporate bonds and equity securities, from 2017 to 2019. With over 20 years of experience in healthcare and pharmaceuticals, Dr. Govignon has held various management and pharmacy roles. Since 2022, he has been managing and working as a pharmacist at ShopRite Pharmacy, a large grocery store cooperative. He previously served in management and as a pharmacist at CVS Health Corporation from 2019 to 2022, and from 2013 to 2017, worked at Acme Markets Inc. from 2017 to 2019, and at Rite Aid Corporation from 2001 to 2013. He earned a Bachelor of Science in Pharmacy and a Doctor of Pharmacy from the University of the Sciences in Philadelphia. Dr. Govignon also holds an MBA from the Jack Welch Management Institute. His management experience, along with his expertise in investing and financial analysis, qualifies him to serve on our Board of Directors.
Rita Hayes was appointed to our Board of Directors on January 11, 2019. Ms. Hayes has been Chair of Hayes International Advisors, LLC since 2013, where she counsels industry and institutional leaders on a range of economic, political and regulatory matters. She served as an expert for the International Chamber of Commerce’s World Business Summit in 2008. From 2001 through December 2006, she held the position of Deputy Director General of the World Intellectual Property Organization (“WIPO”) to which she was approved by the 184 Member States. At the conclusion of her appointment at WIPO, she served as Senior Advisor in Hogan & Hartson LLP’s Geneva, Switzerland office. Ms. Hayes served as Deputy U.S. Trade Representative and Ambassador to the World Trade Organization, a post to which she was nominated by President Bill Clinton and unanimously confirmed by the U.S. Senate, from November 1997 through August 2001, during which time she served as Acting U.S. Trade Representative from January through March 2001. Confirmed by the U.S. Senate in 1996, Ms. Hayes served from 1996 to 1997 as U.S. Chief Textile Negotiator in the Office of the U.S. Trade Representative in Washington, D.C. From 1983 to 1992, Ms. Hayes served as Chief of Staff for two members of the U.S. Congress. Ms. Hayes received a Bachelor of Arts from the University of Georgia, an honorary degree as Doctor of Humane Letters from the College of Charleston and an honorary degree as Doctorate of Outstanding Public Service from the University of South Carolina. We believe Ms. Hayes’ extensive record of public and private service uniquely qualifies her to serve on our Board of Directors.
Michael C. Mitchell was appointed to our Board of Directors on February 29, 2024. Mr. Mitchell most recently served as a Partner at Locust Wood Capital, which he retired from in 2019 after nine years with the firm in analytical positions in the consumer, industrial, real estate and media industries. From 2006 to 2011, Mr. Mitchell was a senior analyst at Breeden Capital LP, working with former SEC Chairman Richard C. Breeden, where Mr. Mitchell was primarily focused on consumer business and was actively involved in board engagements at Applebee’s, a then-Nasdaq-listed restaurant operating company and franchisor, and Zale Corporation, a then-NYSE-listed leading specialty retailer of fine jewelry, as an advisor to the board. From 2005 to 2006, Mr. Mitchell worked as an analyst for Kellogg Capital Group, LLC, the private investment firm founded by Peter Kellogg. From 2004 to 2005, Mr. Mitchell served as an equity research analyst at Jefferies and Company, Inc. covering post-reorganization equities. Mr. Mitchell is currently the Chief Operating Officer of Children’s Eye Care of Northern Colorado, P.C., a Pediatric Ophthalmology practice based in Fort Collins, CO, which he cofounded and operates with his wife Dr. Carolyn G. Mitchell. Mr. Mitchell received an MBA from the Michael F. Price College of Business at the University of Oklahoma and a B.S. in Marketing from the Spears College of Business at Oklahoma State University. We believe Mr. Mitchell is qualified to serve on our Board of Directors as he offers the Board valuable insights obtained through his extensive experience in the financial industry, including investing, capital allocation, finance and financial analysis of public companies.
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Robert J. Roschman was appointed to our Board of Directors on February 29, 2024. Mr. Roschman has been an owner of Triple R. Associates, Ltd., a real estate firm with over 100 properties leased to fast food, distribution and retail tenants, since 1992. Mr. Roschman also holds ownership interests in several development properties throughout Florida. Mr. Roschman previously served on the Board of Directors of Giant Holdings, Inc., a privately held federally chartered bank with an Internet division, which he founded in 1998 and which merged into Home BancShares, Inc. (Nasdaq: HOMB) in February 2017. From 1987 to 2000, Mr. Roschman was a Co-Founder and Vice President of Snapps Restaurants, Inc., a 76-store fast food restaurant which merged into Rally’s Hamburgers, Inc. From 1983 until 1997, he served as a shareholder of Charter Bank in Delray Beach, Florida, which merged into Southtrust Bank in 1997. Mr. Roschman received a B.S. from Florida State University. Mr. Roschman brings over 30 years of experience as an investor in multiple lines of business, including real estate, franchising, distribution, banking and retail. We believe Mr. Roschman’s extensive experience as an investor and in managing and overseeing multiple businesses is valuable for evaluating strategic opportunities and qualifies him to serve on our Board of Directors.
Ndamukong Suh was appointed to our Board of Directors on February 29, 2024. Mr. Suh is an independent private investor and holds ownership interests in several real estate development projects across Michigan, Nebraska and Oregon. Mr. Suh is the Founder and a director of the Suh Family Foundation. He was also a professional athlete and was a member of several teams in the National Football League from 2010 to 2022. He served on the Board of Directors of FGH from January 2016 to February 2024. Since November 2023, Mr. Suh has served as a senior advisor to the board of directors of FG Merger III Corp. From October 2023 to July 2026, Mr. Suh served as a member of the board of directors of FG Merger II Corp., a special purpose acquisition company which merged with BOXABL Inc. Mr. Suh serves as a member of the Board of Advisors of Ember Technologies, a privately held manufacturer and designer of patented temperature adjustable dishware and drinkware. Mr. Suh has served on the Board of Directors of Cizzle Brands Corporation (Cboe Canada: CZZL) (OTCQB: CZZLF), a sports nutrition company focused on health and wellness, since August 2025. Mr. Suh holds a Bachelor’s degree in Engineering focused on Construction Management from the University of Nebraska. We believe Mr. Suh’s extensive experience as an investor is valuable for evaluating strategic opportunities and qualifies him to serve on our Board of Directors.
Jose Vargas was appointed as Head of Business Development of the Company’s Digital Asset Division and to our Board of Directors effective August 4, 2025. He is a serial entrepreneur and investor with a track record of building and scaling technology companies from inception through successful exits. He co-founded and served as CEO and Director of Mailcreations.com, a performance marketing agency acquired by Livedoor in June 2004. From 2008 to 2012, he was co-founder, Director, and Executive Officer of BrokersWeb, an internet advertising firm acquired by Vantage Media in 2011. He then co-founded BlueKite, a fintech company acquired by Xoom Corporation (NASDAQ: XOOM), a PayPal company, in February 2014. From 2013 to 2022, Mr. Vargas was co-founder, Director, and Executive at AutoWeb, an online automotive media platform, acquired in 2015 by Autobytel (NASDAQ: ABTL), which later rebranded as AutoWeb (NASDAQ: AUTO). He also served on the board of directors of Playspace, from 2012 until its acquisition by CIRSA (a Blackstone portfolio company) in 2020. He currently serves on the boards of directors of Healthcare.com, Osigu, Overclock Labs, and PeopleFund, a technology-focused venture capital firm. Mr. Vargas holds a Business degree from Florida International University. We believe Mr. Vargas’s extensive experience as a technology investor and founder of multiple venture and private equity backed businesses, as well as his extensive experience in blockchain operations qualifies him to serve on our Board of Directors.
Scott D. Wollney was appointed to our Board of Directors on March 30, 2015 and serves as our Lead Independent Director. Since March 2026, Mr. Wollney has served as a member of the board of directors of Greenland Energy Company. Since November 2023, Mr. Wollney has served as a member of the board of directors of Innovative Digital Acquisition Corp. (previously known as FG Merger III Corp.). Since December 2010, Mr. Wollney has served as the President, Chief Executive Officer and as a Director of Atlas Financial Holdings, Inc., a specialty commercial insurance holding company. Since March 2025, Mr. Wollney served as a director of Devondale Re (f/k/a FG Reinsurance), our former subsidiary. From October 2023 to July 2026, Mr. Wollney served as a member of the board of directors of FG Merger II Corp., a special purpose acquisition company which merged with BOXABL Inc. From July 2009 until December 2010, Mr. Wollney was President and Chief Executive Officer of Kingsway America Inc. (“KAI”), a property and casualty holding company and subsidiary of Kingsway Financial Services Inc. From May 2008 to March 2009, he was the President and Chief Executive Officer of Lincoln General Insurance Company (a subsidiary of KAI), a property and casualty insurance company. Mr. Wollney co-founded Avalon Risk Management, Inc., an insurance broker, in 1998, and served as its President, from 2002 to 2008. Mr. Wollney has more than 30 years of experience working with both public and private companies with a focus on property and casualty insurance, reinsurance and related financial services. During his tenure in the industry, Mr. Wollney has held executive positions at both insurance companies, as well as brokerage operations. Mr. Wollney is an MBA graduate of Northwestern University’s Kellogg School of Management with a concentration in finance and management strategy and holds a Bachelor of Arts degree from the University of Illinois. We believe Mr. Wollney’s qualifications to serve on our Board of Directors include his direct operating experience with respect to numerous disciplines.
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CORPORATE GOVERNANCE
Board Meetings
During the year ended December 31, 2025, the Board of Directors held 27 meetings. In 2025, no director attended fewer than 75% of the total number of (i) meetings held by the Board of Directors during the period for which he or she was a director and (ii) meetings held by all committees of the Board of Directors on which he or she served (during the period that the director served). Independent members of our Board of Directors also meet in executive session without management present.
Director Independence
The Board has determined that six of its current members are “independent directors” as defined under the applicable rules of Nasdaq and the Securities and Exchange Commission (the “SEC”). The six independent directors currently serving on the Board are Richard E. Govignon, Jr., Rita Hayes, Michael C. Mitchell, Robert J. Roschman, Ndamukong Suh and Scott D. Wollney. In making its determination of independence, the Board of Directors considered questionnaires completed by directors and any relationships and transactions between the Company and all entities with which the directors are involved. Nasdaq’s listing rules require that the Board of Directors be comprised of a majority of independent directors. Scott D. Wollney serves as the Lead Independent Directorr of the Company.
Board Leadership Structure
Mr. Cerminara serves as Chairman of the Board of Directors and is the Company’s Chief Executive Officer and principal executive officer. Mr. Wollney serves as Lead Independent Director and also Chairs the Audit Committee.
In order to facilitate and strengthen the Board’s independent oversight of the Company’s performance, strategy and succession planning and to uphold effective governance standards, the Board has established the role of a lead independent director. Our lead independent director provides leadership to the Board if circumstances arise in which the role of Chief Executive Officer and Chairman may be, or may be perceived to be, in conflict, and perform such additional duties as our Board may otherwise determine and delegate. Scott D. Wollney currently serves as the Company’s lead independent director.
The Lead Independent Directorr typically presides at all meetings of the Board. The Lead Independent Directorr’s role also includes providing feedback on the direction and performance of the Company, setting the agenda of meetings of the Board of Directors and leading the Board of Directors in anticipating and responding to changes in our business.
Our Board of Directors has not established a specific policy on whether the same person should serve as both the principal executive officer of the Company and the Chairman of the Board or, if the roles are separate, whether the Chairman should be selected from the non-employee directors or should be an employee. Our Board believes that it should have the flexibility to periodically determine the leadership structure that it believes is best for the Company.
Our Board believes that combining the roles of Chairman and Chief Executive Officer provides the most effective leadership structure for the Company at this time. This unified structure promotes clear accountability, decisive leadership, and efficient execution of the Company’s strategic priorities as it implements its real estate strategy. By having one individual serve as both Chairman and CEO, the Company benefits from a single, consistent voice in communicating its vision, strategy, and objectives to shareholders, employees, and other stakeholders.
Our Board recognizes that the individual serving as CEO has the most comprehensive understanding of the Company’s business operations, competitive dynamics, and long-term opportunities and challenges. As Chairman, this knowledge enhances the Board’s ability to set agendas, focus discussions on critical business matters, and ensure that Board deliberations are well informed and aligned with the Company’s strategic direction. The combined role also facilitates timely decision-making and alignment between management and the Board, which is particularly important in a rapidly changing business environment. The Board maintains strong independent oversight through its fully independent Audit, Compensation, and Nominating and Corporate Governance Committees, which ensures that management performance, risk oversight, and governance practices remain robust and balanced.
In view of these considerations, the Board has determined that a combined Chairman and CEO role best serves the interests of the Company and its shareholders by providing unified leadership, accountability, setting the tone of the organization and having the ultimate responsibility for all of the Company’s operating and strategic functions while providing unified leadership and direction to the Board of Directors and the Company’s executive management. Further, the Board of Directors believes that Mr. Cerminara, as the Chief Executive Officer and Chairman, is in the best position to be aware of major issues facing the Company on a day-to-day basis, and is in the best position to identify key risks and developments facing the Company to be brought to the attention of the Board of Directors.
The Lead Independent Directorr role is focused on ensuring independent oversight of the Company. The Board believes a structure that combines the roles of CEO and chairman – along with an independent lead director, independent chairs for each of the Board committees and independent non-employee directors – provides the best leadership for the Company. The Lead Independent Directorr has significant authority, provides leadership for our independent directors, and strengthens the Board’s oversight of the Company’s business.
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Risk Oversight
Our Board is actively involved in oversight of risks that could affect the Company. This oversight is conducted primarily through the three standing committees of the Board, as disclosed in the descriptions of each of the committees herein, and in the charters of each of the committees, but the full Board has retained responsibility for overall supervision of risk management efforts as they relate to the key business risks we face. Management identifies, assesses and manages the risks most critical to our operations and routinely advises our Board regarding those matters. Areas of material risk may include operational, financial, legal and regulatory, human capital, information technology and security, and strategic and reputational risks. Our Board satisfies its oversight responsibility through full reports by each committee chair regarding the applicable committee’s considerations and actions, as well as through regular reports directly from members of management responsible for oversight of particular risks within the Company. The Audit Committee considers and discusses financial risk exposures. The Compensation and Management Resources Committee assesses and monitors whether any of the Company’s compensation policies and programs have the potential to encourage excessive risk-taking. The Nominating and Corporate Governance Committee monitors the effectiveness of the Company’s corporate governance policies and the selection of prospective board members and their qualifications. In addition, Mr. Govignon, as the chair of the Nominating and Corporate Governance Committee, takes an active role in corporate governance matters. The Board believes that the leadership structure described above facilitates the Board’s oversight of risks because it allows the Board, working through its committees, to participate actively in the oversight of management actions. The Board believes that its role in risk oversight does not affect the Board’s leadership structure.
Like all businesses, we also face threats to our cybersecurity, as we are reliant upon information systems and the internet to conduct our business activities. In light of the pervasive and increasing threat from cyberattacks, the Audit Committee, with input from management, assesses the Company’s cybersecurity and other information technology risks and threats and the measures implemented by the Company to mitigate and prevent cyberattacks, and the Board receives periodic reports on the Company’s cybersecurity program.
Insider Trading Policy, including Hedging and Pledging Policy
We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules, and regulations. In furtherance of this commitment, the Company has adopted an Insider Trading Policy (the “Insider Trading Policy”) governing the purchase, sale, and other transactions involving our securities by directors, officers, and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the Nasdaq listing standards.
Our
Policy Concerning Director Attendance at Annual Stockholders’ Meetings
There is no formal policy as to Director attendance at annual stockholders’ meetings. Two of the nine directors serving in December 2025 attended the 2025 Annual Stockholders’ Meeting held on December 30, 2025.
Code of Ethics
We have adopted a code of ethics applicable to all officers, employees and directors of the Company. Our code of ethics has been posted on our corporate website: https://ir.fgcommunities.com/ under the heading “Governance Documents.” When referring to our website, we are not incorporating by reference any materials presented on our website into this Proxy Statement.
Board Committees and Committee Member Independence
Our Board of Directors has established an Audit Committee, a Compensation & Management Resources Committee, and a Nominating & Corporate Governance Committee. Our Board of Directors utilizes the Nasdaq rules and independence standards in determining whether its members are independent. The composition of each committee is as follows:
| Audit Committee | Compensation & Management Resources Committee | Nominating & Corporate Governance Committee |
||||
| Scott D. Wollney | C | X | ||||
| Robert J. Roschman | X | |||||
| Rita Hayes | X | X | ||||
| Richard E. Govignon, Jr. | C | |||||
| Michael C. Mitchell | C | X | ||||
| Ndamukong Suh | X |
C - Indicates committee chair.
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The following is a summary of the respective responsibilities of the Audit Committee, the Compensation & Management Resources Committee, and the Nominating & Corporate Governance Committee. The Board of Directors has approved and adopted a written charter for each of the committees listed, copies of which are posted on the Company’s website at https://ir.fgcommunities.com/ under the heading “Governance Documents.” The Board of Directors may also establish from time to time any other committees that it deems necessary or desirable. Members serve on these committees until their resignation or until otherwise determined by the Board of Directors.
Audit Committee
The Audit Committee was appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities with respect to the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the external auditor’s qualifications, independence, and performance, and the performance of the Company’s internal audit function. The Audit Committee’s primary duties and responsibilities are to:
| ● | Oversee the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company. | |
| ● | Identify and monitor the management of the principal risks that could impact the financial reporting of the Company. | |
| ● | Monitor the integrity of the Company’s financial reporting process and system of internal controls regarding financial reporting and accounting appropriateness and compliance. | |
| ● | Provide oversight of the qualifications, independence and performance of the Company’s external auditors. | |
| ● | Provide an avenue of communication among the external auditors, management and the Board. | |
| ● | Review the annual audited and quarterly financial statements with management and the external auditors. |
The Audit Committee is also responsible for discussing policies with respect to risk assessment and risk management, including regularly reviewing the Company’s cybersecurity and other information technology risks, controls and procedures and the Company’s plans to mitigate cybersecurity risks and respond to data breaches.
Audit committee members must meet the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the independence requirements of the Nasdaq listing standards and all other applicable rules and regulations. Each member of the Audit Committee is independent and satisfies the applicable requirements for Audit Committee membership under Rule 10A-3 under the Exchange Act and the Nasdaq rules. The Board of Directors has determined that Mr. Wollney is the “audit committee financial expert,” as that term is defined in SEC regulations. The Audit Committee held ten meetings during the year ended December 31, 2025.
Compensation & Management Resources Committee
The primary purpose of the Compensation & Management Resources Committee (the “Compensation Committee”) is to assist the Board of Directors in discharging its responsibilities with respect to compensation of the Company’s executive officers and subsidiary presidents and to provide recommendations to the Board in connection with directors’ compensation. The Compensation Committee’s primary duties and responsibilities are to:
| ● | Develop guidelines for and determine the compensation and performance of the executive officers of the Company (in the case of the Chief Executive Officer’s compensation, without the Chief Executive Officer’s being present). |
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| ● | Determine whether executives have achieved the applicable target performance and authorize payments. | |
| ● | Recommend to the Board incentive and equity-based plans and administer such plans, oversee compliance with the requirements under the Nasdaq listing standards that stockholders of the Company approve equity incentive plans (with limited exceptions under such standards), and approve grants of equity and equity-based awards. | |
| ● | Review and authorize any recommendations from the CEO with respect to compensation for the other executive officers, including benefits and perquisites, incentive compensation plans and equity-based plans. | |
| ● | Review and authorize director compensation levels and practices, and from time to time, changes in such compensation levels and practices, with equity ownership in the Company encouraged. | |
| ● | Review and authorize compensation and other fees in connection with management services agreements, shared services agreements or similar arrangements under which executive, management or other services are provided to the Company. | |
| ● | Oversee risks relating to the Company’s compensation policies, practices and procedures. | |
| ● | Review and discuss with management the proxy disclosures regarding executive compensation required to be included in the Company’s proxy statement and periodic reports with the SEC, each in accordance with applicable rules and regulations of the SEC and other authority, and if so required by the rules of the SEC, to produce a report for inclusion in the Company’s proxy statement on executive compensation. | |
| ● | Evaluate the results of the stockholder advisory vote on executive compensation when held. | |
| ● | Annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval. |
The Compensation Committee receives input and recommendations from the Company’s executive officers (except with respect to such executive officer’s own compensation) but is not bound by such recommendations. These recommendations are generally based on each executive officer’s individual performance as well as his or her knowledge of each executive officer’s job responsibilities, seniority, expected contributions and his or her understanding of the competitive market for such executives. Each Compensation Committee member is independent and satisfies the applicable requirements for Compensation Committee membership under the Nasdaq rules and is a “non-employee director” as defined in Rule 16b-3 under the Exchange Act. The Compensation Committee held seven meetings during the year ended December 31, 2025.
Nominating & Corporate Governance Committee
The purpose of the Nominating & Corporate Governance Committee (the “Nominating Committee”) is to:
| ● | Identify, evaluate and recommend individuals qualified to become members of the Board of Directors, consistent with criteria approved by the Board of Directors. | |
| ● | Select, or recommend that the Board select, the director nominees to stand for election at each annual or special meeting of stockholders of the Company in which directors will be elected or to fill vacancies on the Board. | |
| ● | Develop and recommend to the Board a set of corporate governance principles applicable to the Company, as the Nominating Committee deems appropriate. | |
| ● | Oversee the annual performance evaluation of the Board and its committees and management. | |
| ● | Otherwise take a leadership role in shaping and providing oversight of the corporate governance of the Company, including recommending directors eligible to serve on all committees of the Board. |
Each Nominating Committee member is independent under the Nasdaq rules. The Nominating Committee held one meeting during the year ended December 31, 2025.
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Although the Nominating Committee has not formulated any specific minimum qualifications that the committee believes must be met by a director-nominee that the committee recommends to the Board, the factors it will take into account will include judgment, skill, diversity, experiences with businesses and other organizations of comparable size and scope, the interplay of the candidate’s experience with the experience of other directors, and the extent to which the candidate would be a desirable addition to the Board of Directors and any committees of the Board. The Nominating Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees and may also seek referrals from other members of the Board, management, stockholders and other sources. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates, as appropriate. Upon selection of a qualified candidate, the Nominating Committee recommends the candidate for consideration by the full Board.
The Nominating Committee will consider recommendations for directorships submitted by stockholders. Stockholders wishing to propose director candidates for consideration by the Nominating Committee may do so by writing to the Corporate Secretary of the Company and providing the information concerning the nominee and his or her proponent(s) as required by the Company’s By-Laws. The By-Laws set forth further requirements for stockholders wishing to nominate director candidates for consideration at a stockholders’ meeting including, among other things, that a stockholder must give timely written notice of such a nomination to the Corporate Secretary of the Company. Candidates recommended by stockholders will be given the same consideration as all other candidates.
Stockholder Communications with the Board
Stockholders may communicate with the full Board or individual directors by submitting such communications in writing to FG Communities Holdings Inc., 6408 Bannington Road, Charlotte, NC 28226. The Company’s management will forward such correspondence, as appropriate. Complaints or concerns relating to our financial reporting, accounting, internal accounting controls or auditing will be referred to the Chairman of our Audit Committee.
Delinquent Section 16(a) Reports
Under Section 16(a) of the Exchange Act, our executive officers, directors, and persons who own greater than 10% of our common stock (the “Section 16 Reporting Persons”) of the Company must file a Form 4 reporting the acquisition or disposition of the Company’s equity securities with the SEC no later than the end of the second business day after the day the transaction occurred unless certain exceptions apply. Transactions not reported on Form 4 must be reported on Form 5 within 45 days after the end of the Company’s fiscal year. Such persons must also file initial reports of ownership on Form 3 upon becoming an executive officer, director, or greater-than-10% stockholder. Based solely on our review of the copies of such reports and representations that no other reports were required, we believe that all Section 16 filing requirements applicable to our Section 16 Reporting Persons were timely complied with during 2025.
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DIRECTOR COMPENSATION
Under our director compensation program, we provide compensation to our non-employee directors. Directors who are employees of the Company receive compensation for their service as either a director or as an employee, but not both. The director compensation program in effect as of July 27, 2021 was adopted to remain competitive in attracting and retaining qualified board members and to better align director compensation to other public companies of comparable size to the Company.
The terms of the program in 2025 were as follows:
| ● | Annual Retainer to each Director | $ | 50,000 | |||
| ● | Additional retainer for Chairman of the Board | $ | 75,000 | |||
| ● | Additional retainer for Chairman of the Audit Committee | $ | 15,000 | |||
| ● | Additional retainer for Chairman of the Compensation Committee | $ | 15,000 | |||
| ● | Each of the members of the Audit, Compensation, and Nominating Committees (excluding the Chairman of each of those committees) | $ | 2,000 | |||
| ● | Annual grant of restricted stock units to each Director | $ | 50,000 | |||
| ● | Each non-employee director will receive reimbursement of reasonable out-of-pocket expenses for attending board and committee meetings. |
During 2025, the retainers for service on the Board of Directors were paid in shares of common stock.
The following table sets forth information with respect to compensation earned by each of our non-employee directors for the year ended December 31, 2025. For more information, see “Executive Compensation—Summary Compensation Table.”
| Non-Employee Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | |||||||||
| D. Kyle Cerminara(3) | - | - | - | |||||||||
| Rita Hayes | - | 103,989 | 103,989 | |||||||||
| Richard E. Govignon, Jr. | - | 104,989 | 104,989 | |||||||||
| Michael C. Mitchell | - | 106,989 | 106,989 | |||||||||
| Robert J. Roschman | - | 101,989 | 101,989 | |||||||||
| Ndamukong Suh | - | 101,989 | 101,989 | |||||||||
| Jose Vargas(4) | - | - | - | |||||||||
| Maja Vujinovic(5) | - | - | - | |||||||||
| Scott D. Wollney | - | 116,989 | 116,989 | |||||||||
| 1. | For 2025, directors were paid their respective retainers in stock. Directors are reimbursed for travel and other reasonable out-of-pocket expenses related to their attendance at Board or committee meetings, or for other travel on behalf of the Company. These expenses have not been included in the table above. |
| 2. | Each director received Stock Awards in lieu of cash to satisfy the retainer fees. Also includes the annual grant of RSUs with a value of $50,000, which were issued during 2026. |
| 3. | Mr. Cerminara serves as both the Company’s Chief Executive Officer and the Chairman of the Board of the Directors. The compensation earned by Mr. Cerminara for his service as a board member is included in the Summary Compensation Table for our named executive officers. |
| 4. | Mr. Vargas, who has served as a director effective August 4, 2025, did not receive any compensation for his service as a director as he concurrently serves as an employee of the Company. |
| 5. | Ms. Vujinovic, who served as a director effective August 4, 2025, did not receive any compensation for her service as a director as she concurrently served as an employee of the Company. See “Executive Compensation” for details of Ms. Vujinovic’s compensation arrangements. Effective June 30, 2026, Ms. Vujinovic’s employment with the Company ceased and she resigned as a member of the Board. |
There were no restricted stock unit awards outstanding for our directors as of December 31, 2025. The annual restricted stock unit awards to directors for the 2025 calendar year were issued subsequent to December 31, 2025. Therefore, they were not outstanding as of December 31, 2025.
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PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF BPM LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2026
BPM LLP (“BPM”) has served as the Company’s independent registered public accounting firm since December 10, 2025. It is expected that representatives of BPM will attend the Annual Meeting virtually, will have an opportunity to make a statement if they desire and will be available to respond to appropriate questions from stockholders.
Change in Accountants
Former Independent Registered Public Accounting Firm
On December 9, 2025, upon the recommendation of the Audit Committee of the Board of Directors (the “Audit Committee”) of the Company and upon the approval of the Board of Directors of the Company (the “Board”), the Company accepted the resignation of Haskell & White LLP (“H&W”) as the Company’s independent registered public accounting firm, effective immediately.
H&W audited the consolidated financial statements of the Company for the fiscal year ended December 31, 2024 (collectively referred to as the “financial statements”). The reports of H&W on such consolidated financial statements did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal year ended December 31, 2024, and the subsequent interim periods through the date of resignation, there were (i) no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with H&W on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of H&W, would have caused them to make reference thereto in their report on the consolidated financial statements and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
The Company has provided H&W a copy of the foregoing disclosures and requested H&W to furnish the Company with a letter addressed to the SEC stating whether or not it agrees with the above disclosures. A copy of this letter, dated December 11, 2025, was filed as an exhibit to our Current Report on Form 8-K filed with the SEC on December 11, 2025.
New Independent Registered Public Accounting Firm
On December 10, 2025, we appointed BPM as our new independent registered public accounting firm, effective immediately. The decision to change accountants was recommended by the Audit Committee and approved by the Board. During the fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through the date of BPM’s engagement, neither the Company nor anyone acting on its behalf consulted BPM regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements and neither a written report nor oral advice was provided to the Company by BPM that BPM concluded was an important factor considered by the Company in reaching a decision as to such accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
At the Annual Meeting, stockholders will be asked to ratify the appointment of BPM as our independent registered public accounting firm for the year ending December 31, 2026. The Audit Committee of our Board of Directors has appointed BPM as our independent registered public accounting firm for the year ending December 31, 2026. If stockholders do not ratify the appointment of BPM, our Board may consider the selection of other independent registered public accounting firms for the year ending December 31, 2026, but will not be required to do so.
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Stockholder ratification of the appointment of BPM is not required by our articles of incorporation or our By-Laws. However, our Board of Directors is submitting the appointment of BPM to the stockholders for ratification as a matter of good corporate governance. Even if the appointment is ratified, our Board of Directors, in its discretion, may direct the appointment of a different independent registered public accounting firm for 2026 if the Board of Directors feels that such a change would be in the best interests of the Company and its stockholders.
The Audit Committee and the Board of Directors believe that the continued retention of BPM as our independent registered public accounting firm is in the best interests of the Company and our stockholders at this time.
Required Vote
Ratification requires an affirmative vote of holders of a majority of common stock voted at the Annual Meeting. A holder of common stock may vote “FOR” or “AGAINST” approval or “ABSTAIN” from voting on the proposal. Proxies marked “ABSTAIN” will not be considered as votes cast for or against Proposal 2 and will have no effect on the outcome of the proposal. A broker, bank or other nominee who has not been furnished voting instructions from a beneficial owner will be authorized to vote on Proposal 2, as it is a “routine” matter under applicable rules. Therefore, no broker non-votes are expected in connection with this proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF BPM LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026.
Principal Accountant Fees and Services
The consolidated financial statements for the year ended December 31, 2025 were audited by BPM. The consolidated financial statements for the year ended December 31, 2024 were audited by H&W, our former independent registered public accounting firm. Our Audit Committee requires that management obtain the prior approval of the Audit Committee for all audit and permissible non-audit services to be provided by our independent registered public accounting firm. Fees for all services provided by BPM and H&W were pre-approved by the Audit Committee. The following table shows the fees that we incurred for professional services rendered for 2025 and 2024.
| Year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Audit fees(1) | $ | 602,700 | $ | 528,000 | ||||
| Audit-related fees(2) | 121,500 | 28,900 | ||||||
| Tax fees | — | — | ||||||
| All other fees | — | — | ||||||
| Total | $ | 724,200 | $ | 556,900 | ||||
| 1. | Includes professional fees billed for the audits of our annual financial statements and the review of our interim condensed financial statements, including the reimbursement of expenses incurred related to our audit. Also includes professional services normally provided in connection with statutory and regulatory filings or engagements. Audit fees for the year ended December 31, 2025 includes $164,000 for services rendered by H&W related to reviews of our interim condensed consolidated financial statements and $438,700 for services rendered by BPM related to the audit of our annual financial statements. | |
| 2. | Includes fees for services that generally only the independent registered public accounting firm can be reasonably expected to provide, including consents, and review of registration statements filed with the SEC. All audit-related fees for the year ended December 31, 2025 relate to services rendered by H&W. |
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AUDIT COMMITTEE REPORT
The following report of the Audit Committee shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall this report be incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
The primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its general oversight of the Company’s financial reporting process. The Audit Committee conducted its oversight activities for the Company in accordance with the duties and responsibilities outlined in the Audit Committee charter. The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisers as the Audit Committee deems necessary to carry out its duties and to receive appropriate funding, as determined by the Audit Committee, from the Company for such advice and assistance.
The Company’s management is responsible for the preparation, consistency, integrity and fair presentation of the financial statements, accounting and financial reporting principles, systems of internal control and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. The Company’s independent registered public accounting firm for fiscal year ended December 31, 2025, BPM, is responsible for performing an independent audit of the Company’s financial statements.
The Audit Committee hereby reports as follows:
| 1. | The Audit Committee has reviewed and discussed the audited financial statements as of and for the fiscal year ended December 31, 2025 with management. | |
| 2. | The Audit Committee has discussed with BPM, the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission. | |
| 3. | The Audit Committee has received the written disclosures and the letter from BPM required by applicable requirements of the PCAOB regarding BPM’s communications with the Audit Committee concerning independence, and has discussed with BPM its independence. | |
| 4. | Based upon the review and discussion referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board of Directors, and the Board approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, for filing with the Securities and Exchange Commission. |
| THE AUDIT COMMITTEE | |
| Scott D. Wollney, Chairman | |
| Rita Hayes | |
| Robert J. Roschman |
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INFORMATION ABOUT OUR EXECUTIVE OFFICERS
Below is biographical information for our executive officers. The age and business experience of each executive officer is reported as of the Record Date.
D. Kyle Cerminara was appointed Chief Executive Officer on February 29, 2024. For additional information on Mr. Cerminara’s background and experience, see Proposal 1.
Mark D. Roberson, age 61, was appointed Chief Financial Officer on February 29, 2024. Mr. Roberson served as the Chief Executive Officer of FGH from April 2020 until the closing of the merger with the Company, and served as Executive Vice President, Chief Financial Officer and Treasurer of FGH from November 2018 to April 2020. Mr. Roberson brings an extensive background in executive leadership, operations, corporate finance, SEC reporting, treasury, and mergers and acquisitions. Mr. Roberson has also served as Chief Executive Officer of Strong Global Entertainment, Inc. (“SGE”) (formerly NYSE American: SGE), a majority-owned subsidiary of the Company, since November 2021. He previously served as Chief Operations Officer of Chanticleer Holdings, Inc., a Nasdaq-listed restaurant operating company, from May 2015 to November 2018, and as Chief Executive Officer of PokerTek, Inc., a then-Nasdaq-listed gaming technology company, from February 2010 to October 2014 (having served as Acting Chief Executive Officer from May 2009 until February 2010). He also served as Chief Financial Officer and Treasurer of PokerTek, Inc. from October 2007 until October 2014. Mr. Roberson previously held positions of increasing responsibility at Curtiss-Wright, Inc., a NYSE-listed aerospace and defense contractor, Krispy Kreme Doughnut Corporation, a then-NYSE-listed fast-casual restaurant franchisor and operator, and LifeStyle Furnishings International, a $2 billion private equity backed furniture manufacturer. Mr. Roberson is a Certified Public Accountant who started his career with Ernst & Young and PricewaterhouseCoopers. He earned an MBA from Wake Forest University, a B.S. in Accounting from UNC-Greensboro and a B.S. in Economics from Southern Methodist University. He served on the Board of Directors of CynergisTek, Inc. (NYSE American: CTEK), a cybersecurity and information management consulting firm, from May 2016 to September 2022, where he chaired the Audit Committee.
Todd R. Major, age 53, has been our Chief Accounting Officer since September 2024. He previously served as the Chief Financial Officer, Secretary and Treasurer of SGE from November 2021 to September 2024. Mr. Major previously served as FGH’s Chief Financial Officer, Secretary and Treasurer from April 2020 to February 2024 and Senior Vice President, Finance from April 2019 to April 2020. He served as Senior Director, Financial and SEC Reporting of Bojangles, Inc., a then Nasdaq-listed restaurant operating company and franchisor, from March 2015 to April 2019, as Director, Financial Reporting of Premier, Inc., a then Nasdaq-listed healthcare performance improvement company, from September 2014 to February 2015, and as Senior Director, Financial Reporting of Horizon Lines, Inc., a then NYSE-traded transportation and logistics company from November 2006 to September 2014. From June 2003 to November 2006, Mr. Major previously held positions of increasing responsibility at Nabi Biopharmaceuticals, Inc., a then Nasdaq-listed biopharmaceutical company engaged in the development and commercialization of proprietary products. Mr. Major is a Certified Public Accountant and earned an MBA from Queens University of Charlotte and a B.A. in Accounting from Flagler College.
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COMPENSATION OF EXECUTIVE OFFICERS
Our named executive officers for the fiscal year ended December 31, 2025 include D. Kyle Cerminara, our Chief Executive Officer, Mark D. Roberson, our Chief Financial Officer, Todd R. Major, our Chief Accounting Officer, Larry G. Swets, Jr., our Head of Merchant Banking and former President and Chief Executive Officer, and Maja Vujinovic our Chief Executive Officer of the Company’s Digital Assets Division.
Effective February 29, 2024, in connection with the Company’s merger with FGH, the Board appointed Mr. Cerminara as Chief Executive Officer and Mr. Roberson as Chief Financial Officer. Effective September 30, 2024, in connection with the merger of the Company and SGE, its majority owned subsidiary, the Board appointed Mr. Major as Chief Accounting Officer.
With respect to executive compensation, the primary goal of the Compensation Committee is to retain and motivate highly skilled executives by aligning their pay with the Company’s performance and stockholder returns. Our compensation consists primarily of five components: (i) base salary, (ii) a discretionary cash bonus, (iii) equity-based incentive awards, (iv) retirement benefits in the form of Company paid matching and profit sharing contributions to the Company’s 401(k) retirement plan, and (v) premiums paid by the Company on the behalf of our employees for health, dental, life and other ancillary insurance coverage.
Summary Compensation Table
The following table summarizes the compensation for our named executive officers who served for the years shown.
Name and Principal Position | Year | Salary ($) | Bonus ($)(6) | Stock Awards ($)(7) | All Other Compensation ($) | Total ($) | ||||||||||||||||||
| D. Kyle Cerminara(1) | 2025 | - | 200,000 | 1,023,750 | 174,989 | 1,398,739 | ||||||||||||||||||
| Chief Executive Officer | 2024 | - | - | 458,500 | 175,000 | 633,500 | ||||||||||||||||||
| Mark D. Roberson(2) | 2025 | 400,000 | 175,000 | - | 11,319 | 586,319 | ||||||||||||||||||
| Chief Financial Officer | 2024 | 333,333 | 40,000 | - | 9,550 | 382,883 | ||||||||||||||||||
| Todd R. Major(3) | 2025 | 325,000 | 175,000 | - | 9,433 | 509,433 | ||||||||||||||||||
| Chief Accounting Officer | 2024 | 270,833 | 40,000 | - | 8,050 | 318,883 | ||||||||||||||||||
| Larry G. Swets, Jr.(4) | 2025 | 550,000 | 200,000 | 591,500 | 38,768 | 1,380,268 | ||||||||||||||||||
| Head of Merchant Banking and Former President & Chief Executive Officer | 2024 | 550,000 | - | - | 43,015 | 593,015 | ||||||||||||||||||
| Maja Vujinovic(5) | 2025 | 200,000 | 125,000 | 773,500 | 2,771 | 1,101,271 | ||||||||||||||||||
| CEO of Digital Assets | ||||||||||||||||||||||||
| (1) | Mr. Cerminara was appointed as the Company’s Chief Executive Officer on February 29, 2024. Mr. Cerminara does not receive a salary but instead continues to be compensated for his services as a director. All other compensation for 2025 and 2024 includes compensation earned under the Company’s director compensation program. |
| (2) | Mr. Roberson was appointed as the Company’s Chief Financial Officer on February 29, 2024, with an annual salary of $400,000. All other compensation for Mr. Roberson represents amounts paid by the Company for 401(k) matching contributions and other ancillary insurance benefits provided to Mr. Roberson. |
| (3) | Mr. Major was appointed as the Company’s Chief Accounting Officer on September 30, 2024, with an annual salary of $325,000. All other compensation for Mr. Major represents amounts paid by the Company for 401(k) matching contributions and other ancillary insurance benefits provided to Mr. Major. |
| (4) | Mr. Swets served as Chief Executive Officer until February 29, 2024 and currently serves as the head of the Company’s Merchant Banking business. All other compensation for Mr. Swets represents amounts paid by the Company for 401(k) matching contributions, ESPP matching contributions, and other ancillary insurance benefits provided to Mr. Swets. |
| (5) | Ms. Vujinovic served as CEO of Digital Assets effective August 4, 2025, with an annual salary of $600,000. All other compensation for Ms. Vujinovic represents amounts paid by the Company for 401(k) matching contributions and other ancillary insurance benefits provided to Ms. Vujinovic. Effective June 30, 2026, Ms. Vujinovic’s employment with the Company ceased and she resigned as a member of the Board. |
| (6) | On December 22, 2025, the Compensation Committee approved cash bonuses in the amount of $200,000, $175,000, $175,000, and $200,000 to Messrs. Cerminara, Roberson, Major, and Swets, respectively, and $125,000 to Ms. Vujinovic for contributions to the Company’s 2025 strategic initiatives. |
| (7) | On August 4, 2025, in connection with the private placement transaction and the Company’s establishment of its cryptocurrency treasury operations, warrants to purchase 45,000 and 26,000 shares of the Company’s common stock were issued to Cerminara Capital LLC (for the benefit of Kyle Cerminara), and Itasca Financial LLC (for the benefit of Larry Swets), respectively. On the date of the grants, the warrants issued to Cerminara Capital LLC had a fair market value of $1,023,750 and the warrants issued to Itasca Financial LLC had a fair market value of $591,500. On August 4, 2025, in connection with joining the Company, warrants to purchase 34,000 shares of the Company’s common stock were issued to Ms. Vujinovic. On the date of the grant, the warrants had a fair market value of $773,500. On January 3, 2024, the Company approved 2,800 restricted stock units to be granted to Mr. Cerminara, subject to vesting terms. On the date of the grant, the units had a fair market value of $458,500. |
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Executive Officer Appointments and Employment Agreements
Compensation Arrangements for Current Executive Officers
As of the date of this filing, Mr. Cerminara does not have an employment agreement with the Company and does not receive a salary as an employee. Mr. Cerminara continues to be compensated for his services as a director in lieu of compensation as an employee.
Mr. Roberson and Mr. Major entered into employment agreements with former subsidiaries of the Company which are summarized below.
Mr. Roberson’s employment agreements provide for an annual base salary of $400,000, subject to annual review and adjustment, and he is eligible for performance-based compensation in the form of an annual bonus targeted at 75% of base salary, payable in a combination of cash and equity, as determined by the Compensation Committee and subject to the achievement of performance metrics and other criteria as determined by the Compensation Committee. Mr. Roberson is also eligible to participate in the Company’s 401(k), medical, dental and vision plans and certain other benefits available generally to employees of the Company. The employment agreements also contain customary non-competition and non-solicitation covenants, a perpetual confidentiality covenant, a one-year noncompete covenant, a one-year customer and employee non-solicitation covenant, and a company intellectual property assignment. If Mr. Roberson’s employment is terminated by the Company without Cause (as defined in the amended and restated employment agreement), Mr. Roberson will be entitled to severance equal to one year of his base salary payable over a period of twelve months following the termination date in accordance with the Company’s regular payroll practices and, if Mr. Roberson timely and properly elects continuation health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will pay Mr. Roberson’s COBRA premiums for a period of twelve months following the termination date.
Mr. Major’s employment agreements provide for an annual base salary of $325,000, subject to annual review and adjustment, and he is eligible for performance-based compensation in the form of an annual bonus targeted at 50% of base salary, payable in a combination of cash and equity, as determined by the Compensation Committee and subject to the achievement of performance metrics and other criteria. Mr. Major is also eligible to participate in the Company’s 401(k), medical, dental and vision plans and certain other benefits available generally to employees of the Company. The employment agreement also contained customary non-competition and non-solicitation covenants, a perpetual confidentiality covenant, a one-year noncompete covenant, a one-year customer and employee non-solicitation covenant, and a company intellectual property assignment. If Mr. Major’s employment is terminated by the Company without Cause (as defined in the amended and restated employment agreement), Mr. Major will be entitled to severance equal to one year of his base salary payable over a period of twelve months following the termination date in accordance with the Company’s regular payroll practices and, if Mr. Major timely and properly elects continuation health coverage pursuant to COBRA, the Company will pay Mr. Major’s COBRA premiums for a period of twelve months following the termination date.
In connection with Mr. Swets’ appointment as CEO, the Company entered into an executive employment agreement with Mr. Swets, dated and effective as of November 10, 2020 (the “Swets Agreement”). The Swets Agreement has a three-year term and is subject to automatic three-year renewals, unless either party provides 60 days’ prior written notice of his or its intention, as applicable, not to renew such term. Under the Swets Agreement, Mr. Swets is entitled to an annual base salary of $550,000 until such time as the Board determines future compensation based on Swets’ performance or other merit-based criteria. Mr. Swets continues to be compensated under the Swets Agreement for services provided to the Company’s merchant banking business.
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Employment Agreements with Former Executive Officers
On August 4, 2025, the Company and Ms. Vujinovic entered into an at-will employment agreement governing her service as the Chief Executive Officer of the Company’s Digital Assets Division effective August 4, 2025. Ms. Vujinovic’s employment agreement provides an annual base salary of $600,000 and she is eligible to receive a bonus in an amount targeted at 50% of base salary, payable in a combination of cash and, upon the mutual agreement of Ms. Vujinovic, equity in the Company (the “Annual Bonus”), as determined by the Compensation Committee of the Board. Pursuant to Ms. Vujinovic’s employment agreement, the Annual Bonus for the Company’s 2025 fiscal year was prorated at 100% of the target and was not based on the achievement of performance metrics. In addition, Ms. Vujinovic is eligible to receive an annual equity award during each year of the term of employment as approved by the Compensation Committee of the Board (the “Annual Awards”). Each Annual Award shall vest over three years, with one-third vesting on the first anniversary of the date of grant and the remaining two-thirds vesting in equal monthly installments commencing on the first year anniversary of the date of grant, provided that any such installment shall not vest, and will be forfeited, if on the vesting date therefor Ms. Vujinovic is not providing services to the Company as an employee, director or advisor. In the event Ms. Vujinovic is terminated without Cause (as defined), if Ms. Vujinovic signs a general release, the Company is obligated to pay Ms. Vujinovic severance equal to 50% of her then-current base salary during the six-month period following such termination, a pro-rated annual bonus for the year in which Ms. Vujinovic’s employment is terminated, and six (6) months of COBRA premiums.
As previously disclosed in the Company’s Current Report on Form 8-K filed on July 1, 2026, Ms. Vujinovic’s employment with the Company ceased effective June 30, 2026. In connection with Ms. Vujinovic’s separation from employment, the Company and Ms. Vujinovic entered into a separation agreement. Pursuant to the separation agreement, and in exchange for a mutual release of claims, Ms. Vujinovic became entitled to receive benefits under her existing compensation arrangements, consisting of (i) cash severance and benefits equal to six months of her base salary, totaling $300,000, (ii) a prorated annual bonus for 2026 totaling $150,000, (iii) a warrant to purchase 25,000 shares of the Company’s common stock, with an exercise price equal to the reported closing price of the Company’s common stock on the trading day immediately preceding issuance, (iv) payment for accrued but unused paid time off in accordance with Company policy and (v) Company-paid continuation of COBRA health insurance coverage for six months, subject to applicable law.
Cash Bonuses
On December 22, 2025, the Compensation Committee approved cash bonuses in the amount of $200,000, $175,000, $175,000, and $200,000 to Messrs. Cerminara, Roberson, Major, and Swets, respectively, for contributions to the Company’s 2025 strategic initiatives and $125,000 to Ms. Vujinovic pursuant to the terms of Ms. Vujinovic’s employment agreement.
On July 12, 2024, the Compensation Committee of the SGE board of directors approved a cash bonus in the amount of $40,000 to each of Messrs. Roberson and Major for extra time and effort given by him in connection with the successful completion of the merger of the Company and SGE.
Share Bonuses
Effective January 3, 2024, the Company approved a grant of 2,800 RSUs to Mr. Cerminara, based upon 2023 performance, subject to vesting terms. On the date of the grant, the units had a fair market value of $458,500.
Retirement Benefits
The Company sponsors a defined contribution 401(k) plan (the “FGH Plan”) for all eligible employees. Pursuant to the provisions of the FGH Plan, employees may defer up to 100% of their compensation.
The Company matches the contributions of certain of its employees to the Company’s 401(k) Plan. Matching contributions equal 100% of the first 3% of pay and 50% of the next 2% of pay to the extent such contributions are not in excess of the Internal Revenue Code limits on contributions to Section 401(k) plans. Under the 401(k) Plan, the Company may make additional matching contributions or other profit-sharing contributions at its discretion. There were no discretionary contributions in 2024 or 2025.
On March 24, 2023, the Board approved an employee share purchase plan (“ESPP Plan”) whereby qualifying employees can choose each year to have up to 5% of their annual base earnings withheld to purchase the Company’s common shares in the open market. The Company matches 100% of the employee’s contribution amount after twelve months of employment.
2021 Equity Incentive Plan
On December 15, 2021, our stockholders approved the 2021 Equity Incentive Plan, as amended (the “2021 Plan”), which replaced the 2018 Equity Incentive Plan (the “2018 Plan”). No new awards will be granted under the 2018 Plan.
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Equity Compensation Plan Information
The following table sets forth, as of December 31, 2025, the number of shares of common stock underlying awards outstanding under the amended 2021 Plan and the 2018 Equity Incentive Plan (the “2018 Plan”), as well as the number of shares remaining available for issuance under the amended 2021 Plan. No more awards may be made under the 2018 Plan or the 2014 Equity Incentive Plan.
.
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights(1) | Weighted- average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(2) | |||||||||
| (a) | (b) | (c) | ||||||||||
| Equity compensation plans approved by security holders | 3,200 | $ | 394.05 | 7,994,978 | ||||||||
| Equity compensation plans not approved by security holders | - | - | - | |||||||||
| Total | 3,200 | $ | 394.05 | 7,994,978 | ||||||||
| 1. | Includes 3,200 common shares to be issued upon exercise of stock options issued under our 2018 Plan. | |
| 2. | Represents shares available for future issuance under the 2021 Plan as of December 31, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
The following table shows the number of outstanding equity awards that are held by our named executive officers as of December 31, 2025.
| Option awards | ||||||||||||||||||||
| Name | Number of shares of common stock underlying unexercised options (#) exercisable | Number of shares of common stock underlying unexercised options (#) unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option Expiration Date | |||||||||||||||
| D. Kyle Cerminara | 400 | - | $ | 587.50 | 01/26/2028 | |||||||||||||||
| 240 | - | $ | 361.25 | 06/06/2029 | ||||||||||||||||
| Mark D. Roberson | 320 | - | $ | 281.25 | 12/04/2028 | |||||||||||||||
| 240 | - | $ | 361.25 | 06/06/2029 | ||||||||||||||||
| 160 | - | $ | 200.00 | 10/09/2030 | ||||||||||||||||
| Todd R. Major | 80 | - | $ | 200.00 | 10/09/2030 | |||||||||||||||
| Larry G. Swets, Jr. | 1,040 | (1) | - | $ | 422.50 | 01/11/2031 | ||||||||||||||
| Maja Vujinovic | - | - | - | - | - | |||||||||||||||
| (1) | The option vests with respect to 20% of the total number of shares covered thereby on each of the first five anniversaries of the grant date, which was January 12, 2021, if Mr. Swets remains in the Company’s continuous service through each applicable vesting date, and the Company’s book value per share has increased by 15% from the previous year. |
There were no outstanding RSU awards held by our named executive officers as of December 31, 2025.
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Potential Payments Upon Termination or Change in Control
The employment agreements with Mr. Roberson and Mr. Major provide for the following payments by the Company in connection with a termination of employment.
If Mr. Roberson’s employment is terminated by the Company without Cause (as defined in the amended and restated employment agreement), Mr. Roberson will be entitled to severance equal to one year of his base salary payable over a period of twelve months following the termination date in accordance with the Company’s regular payroll practices and, if Mr. Roberson timely and properly elects continuation health coverage pursuant to COBRA, the Company will pay Mr. Roberson’s COBRA premiums for a period of twelve months following the termination date.
If Mr. Major’s employment is terminated by the Company without Cause (as defined in the amended and restated employment agreement), Mr. Major will be entitled to severance equal to one year of his base salary payable over a period of twelve months following the termination date in accordance with the Company’s regular payroll practices and, if Mr. Major timely and properly elects continuation health coverage pursuant to COBRA, the Company will pay Mr. Major’s COBRA premiums for a period of twelve months following the termination date.
The employment agreement between the Company and Mr. Swets provides for payments by the Company in connection with a termination of employment. In the event Mr. Swets is terminated by the Company without cause, then the Company will pay Mr. Swets 24 months of base salary in effect at the time of the termination or the original base salary set forth in the employment agreement, whichever is greater, payable by the Company over a 24-month period in accordance with the Company’s normal payroll practices. If Mr. Swets is terminated for cause or voluntarily resigns, he will not be entitled to any severance under the employment agreement. For purposes of his employment agreements, “cause” will exist if Mr. Swets (i) acts dishonestly or engages in willful misconduct, (ii) breaches his fiduciary duties, (iii) intentionally fails to perform duties assigned to him, (iv) is convicted or enters a plea of guilty or nolo contendere with respect to any felony crime involving dishonesty or moral turpitude, and/or (v) breaches his obligations under the employment agreement. Furthermore, “cause” will exist under Mr. Swets’ employment agreement if he refuses to follow the written direction of the Board, unless such directions are, in the reasonable written opinion of legal counsel, illegal or in violation of applicable law.
As previously disclosed in the Company’s Current Report on Form 8-K filed on July 1, 2026, Ms. Vujinovic’s employment with the Company ceased effective June 30, 2026. In connection with Ms. Vujinovic’s separation from employment, the Company and Ms. Vujinovic entered into a separation agreement. Pursuant to the separation agreement, and in exchange for a mutual release of claims, Ms. Vujinovic became entitled to receive benefits under her existing compensation arrangements, consisting of (i) cash severance and benefits equal to six months of her base salary, totaling $300,000, (ii) a prorated annual bonus for 2026 totaling $150,000, (iii) a warrant to purchase 25,000 shares of the Company’s common stock, with an exercise price equal to the reported closing price of the Company’s common stock on the trading day immediately preceding issuance, (iv) payment for accrued but unused paid time off in accordance with Company policy and (v) Company-paid continuation of COBRA health insurance coverage for six months, subject to applicable law.
Equity Incentive Plans
As of December 31, 2025, the Company had equity grants outstanding under each of its 2021, 2018 and 2014 Plans. Each of the plans contain certain provisions concerning the vesting and termination of equity awards granted under the plans upon a termination of employment or upon a change in control. The Company’s award agreements entered into under each plan also contain provisions concerning the vesting and termination of the RSUs granted thereunder.
2021 and 2018 Plans
The 2021 and 2018 Plan each generally provides for “double-trigger” vesting of equity awards in connection with a change in control of the Company, as described below.
To the extent that outstanding awards granted under either Plan are assumed in connection with a change in control, then, except as otherwise provided in the applicable award agreement or in another written agreement with the participant, all outstanding awards will continue to vest and become exercisable (as applicable) based on continued service during the remaining vesting period, with performance-based awards being converted to service-based awards at the “target” level. Vesting and exercisability (as applicable) of awards that are assumed in connection with a change in control generally would be accelerated in full on a “double-trigger” basis, if, within two years after the change in control, the participant’s employment is involuntarily terminated without “cause”, or by the participant for “good reason”. Any stock options or SARs that become vested on a “double-trigger” basis generally would remain exercisable for the full duration of the term of the applicable award.
To the extent outstanding awards granted under either Plan are not assumed in connection with a change in control, then such awards generally would become vested in full on a “single-trigger” basis, effective immediately prior to the change in control, with performance-based awards becoming vested at the “target” level. Any stock options or SARs that become vested on a “single-trigger” basis generally would remain exercisable for the full duration of the term of the applicable award.
The Compensation Committee has discretion to determine whether any outstanding awards granted under each Plan will be assumed by the resulting entity in connection with a change in control, and the Compensation Committee has the authority to make appropriate adjustments in connection with the assumption of any awards. The Compensation Committee also has the right to cancel any outstanding awards in connection with a change in control, in exchange for a payment in cash or other property (including shares of the resulting entity) in an amount equal to the excess of the fair market value of the shares subject to the award over any exercise price related to the award, including the right to cancel any “underwater” stock options and SARs without payment therefor.
For purposes of the Plans, a “change in control” generally includes (a) the acquisition of 50% or more of the Company’s common stock; (b) a reorganization, merger, consolidation or similar transaction, or a sale of substantially all of the Company’s assets; or (c) the complete liquidation or dissolution of the Company.
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Whether a participant’s employment has been terminated for “cause” will be determined by the Company. Unless otherwise provided in the applicable award agreement or in another written agreement with the participant, “cause”, as a reason for termination of a participant’s employment generally includes (a) an intentional act of fraud, embezzlement, theft or any other illegal or unethical act in connection with the performance of the participant’s duties to the Company or a subsidiary that the Company determines, acting in good faith, has materially injured or is highly likely to materially injure the Company, or any other terminable offense under the Company’s policies and practices; (b) intentional damage to the Company’s (or a subsidiary’s) assets; (c) conviction of (or plea of nolo contendere to) any felony or other crime involving moral turpitude; (d) improper, willful and material disclosure or use of the Company’s (or a subsidiary’s) confidential information or other willful material breach of the participant’s duty of loyalty to the Company or a subsidiary; (e) a willful, material violation of the Company’s policies and procedures as set out in its employee handbook or a material violation of the Company’s code of conduct that the Company determines, acting in good faith, has materially injured or is highly likely to materially injure the Company, monetarily or otherwise; or (f) the participant’s willful failure or refusal to follow the lawful and good faith directions of the Company or a subsidiary.
For purposes of the Plans, unless otherwise provided in the applicable award agreement or in another written agreement with the participant, “good reason” generally includes (a) the assignment to the participant of any duties that are materially inconsistent with the Participant’s duties or responsibilities as assigned by the Company or a subsidiary, or any other action by the Company or a subsidiary that results in a material diminution in of the participant’s duties or responsibilities, unless remedied by the Company promptly after receipt of notice from the participant; or (b) any material failure by the Company or a subsidiary to comply with its agreed obligations to the participant, other than an isolated, insubstantial and inadvertent failure which is remedied by the Company promptly after receipt of notice from the Participant.
The award agreements entered into under the 2021 Plan and 2018 Plan also contain provisions concerning the vesting and termination of the awards subject to the agreements. Under the 2018 Plan, except as described above with respect to a change in control, un-exercisable stock options, unless otherwise provided in the applicable award agreement, are generally forfeited automatically upon termination of employment prior to a vesting date, unless (i) the Compensation Committee, in its discretion, provides for the full or partial acceleration of vesting and exercisability of the option in connection with the termination, or (ii) the termination is due to the grantee’s death or disability, in which case the unvested options will automatically become vested and exercisable upon termination. The stock options that are exercisable at the time of termination of employment expire (a) twelve months after the termination of employment by reason of death or disability or (b) three months after the termination of employment for other reasons. Upon the termination of a grantee’s employment for cause (as defined under the 2018 Plan), all of the grantee’s vested and unvested options automatically terminate. Under each Plan, with respect to unvested restricted shares and RSUs, unless otherwise provided in the applicable award agreement, unvested restricted shares and restricted share units that have not yet vested are generally forfeited automatically in the event of the termination of the grantee’s employment for any reason prior to a vesting date, unless (i) the Compensation Committee, in its sole discretion, provides for the full or partial acceleration of vesting of the restricted shares or restricted share units, as applicable, in connection with the termination, or (ii) the termination is due to the grantee’s death or disability, in which case the unvested restricted shares or restricted share units, as applicable, will automatically become vested in full.
The Compensation Committee has discretion to determine the form, amount and timing of each award granted under the 2021 Plan and all other terms and conditions of the award, including, without limitation, the form of the agreement evidencing the award. As such, future awards granted under the 2021 Plan may be subject to additional terms providing for accelerated vesting, pay outs or termination of the award upon a termination of employment or a change in control of the Company.
Pay Versus Performance
The following pay versus performance disclosure is required by rules adopted by the SEC in 2022. The disclosure required for smaller reporting companies, like the Company, consists of a Pay Versus Performance table and reconciliation of the information reported in the table. The SEC believes this disclosure will help stockholders better evaluate the link between executive pay and performance, both for the Company on a stand-alone basis and as compared to other publicly traded companies.
The pay versus performance table is highly regulated and requires pay disclosure that is significantly different than what we have customarily provided in the Summary Compensation Table and the other executive compensation tables in prior years. The table currently provides SEC mandated compensation data for fiscal years 2023, 2024 and 2025 for our Named Executive Officers (“NEOs”), along with certain financial performance measures. In reviewing the table, our stockholders should note the following:
The amounts in columns (b) and (d) of the table are taken from or derived directly from the total compensation paid to the relevant NEOs as reported in this year’s or prior years’ Summary Compensation Tables;
The “compensation actually paid” in columns (c) and (e) represents a new type of compensation disclosure mandated by the SEC, the intent of which is to try and isolate the amount of compensation earned by the relevant NEO(s) in each year. To calculate “compensation actually paid,” we are required to start with the totals for that year as reported in the Summary Compensation Table, deduct the Summary Compensation Table values for stock and option awards, and then add back amounts for new and previously outstanding stock and option awards in a manner mandated by the SEC. The disclosure and calculations are complex and can be confusing, and the amounts determined in accordance with the rules often bear no relation to the money or the economic value received or monetized by a particular NEO in the given year. We therefore caution that the term “compensation actually paid” should not be read literally and does not actually reflect the “take home” amounts received by our NEOs in a given year;
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The SEC rules require that we include in the Pay Versus Performance table information regarding our U.S. GAAP net income results. U.S. GAAP net income was not a performance metric in any of our compensation programs and did not affect the compensation awarded to our NEOs for the years covered by the Pay Versus Performance Table. We are nonetheless required to include such information in the table and we urge our investors to keep in mind that U.S. GAAP net income did not drive the amount of pay awarded to or realized by our NEOs.
Pay Versus Performance Table
(a) Year | (b) Summary Compensation Table Total for PEO (1) | (c) Compensation Actually Paid to PEO (2) | (d) Average Summary Compensation Table Total for Non-PEO NEOs (1) | (e) Average Compensation Actually paid to Non-PEO NEOs (2) | (f) Value of Initial Fixed $100 Investment Based on Total Shareholder Return (3) | (g) Net Income (Loss) | ||||||||||||||||||
| 2025 Current PEO | $ | ( | ) | |||||||||||||||||||||
| 2024 Current PEO | $ | ( | ) | |||||||||||||||||||||
| 2024 Former PEO | ||||||||||||||||||||||||
| 2023 | $ | |||||||||||||||||||||||
| 1. |
| 2. | |
| 1. |
| 2. | To calculate compensation actually paid, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of adjustments for Messrs. Cerminara, Swets, Roberson, and Major is set forth in the table immediately following the footnotes. |
| 3. | Pursuant to rules of the SEC, the illustration assumes $100 was invested on December 31, 2022 in our common stock. For each covered fiscal year, represents the cumulative total stockholder return on an initial fixed $100 investment in our common stock from December 31, 2022 through December 31 of each covered fiscal year. Historic common stock price performance is not necessarily indicative of future common stock price performance. |
| Fiscal Year | SCT Total (a) | SCT Share Awards (b) | Fair Value of Restricted Shares Units (“RSU”) Granted in the Covered Year(c) | Change in Fair Value of Unvested RSUs from Covered Years (d) | Fair Value of RSU Granted and Vested in the Covered Year (e) | Change in Fair Value of RSUs from Prior Years that Vested in the Covered Year (f) | Change in Fair Value of Unvested RSUs from the Prior Years (g) | Compensation Actually Paid | |||||||||||||||||||||||||||
| PEO | 2025 | Current PEO | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| PEO | 2024 | Current PEO | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
| PEO | 2024 | Former PEO | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| 2023 | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| PEO NEO’s | 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Average Non- PEO NEO’s | 2024 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| PEO NEO’s | 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
To calculate the amounts reported in the “Compensation Actually Paid” columns in the table above, the following amounts were deducted from and added to (as applicable) our NEOs total compensation as reported in the Summary Compensation Table (“SCT”):
| a. |
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PROPOSAL 3 — To consider and act upon a non-binding advisory resolution to approve the compensation of our Named Executive Officers
In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Section 14A of the Exchange Act, we are asking our stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules promulgated by the SEC. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we are asking our stockholders to vote “FOR” the following resolution at our Annual Meeting:
“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement pursuant to Item 402 of Regulation S-K, including the compensation tables and accompanying narrative disclosures.”
This advisory say-on-pay vote on executive compensation is not binding on the Board or the Compensation Committee. However, the Board values the opinion of our stockholders and will consider the result of the vote when making future decisions regarding executive compensation. We design our executive compensation programs to implement our core objectives of attracting key leaders, motivating our executives to remain with the Company for long and productive careers, rewarding sustained financial and operating performance and leadership excellence and aligning the long-term interests of our executives with those of our stockholders. The Board believes that the policies and practices described in “Compensation of Executive Officers” are effective in achieving the Company’s goals.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
Required Vote
Approval requires an affirmative vote of the majority of the votes properly cast at the Annual Meeting. Proxies marked “ABSTAIN” and broker non-votes will not be considered as votes cast for or against Proposal 3 and will have no effect on the outcome of the proposal.
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PROPOSAL 4 - To consider and act upon a non-binding advisory resolution to approve the FREQUENCY of the stockholder vote to approve the compensation of our Named Executive Officers
In accordance with the Dodd-Frank Act and Section 14A of the Exchange Act, we are providing our stockholders with the opportunity to cast a non-binding, advisory vote on whether future stockholder advisory votes on named executive officer compensation (the “say-on-pay” vote of the nature reflected in Proposal 3 above) should occur every year, or up to every three years (commonly referred to as a “say-when-on-pay” vote). Stockholders will be able to specify one of four choices for this proposal on the proxy card: one year, two years, three years or abstain. Although the vote is advisory and non-binding, the Board values the opinions that our stockholders express in their votes and will take into account the outcome of the vote when considering how frequently we should conduct a “say-on-pay” vote. Accordingly, we are asking our stockholders to vote upon the following resolution at our Annual Meeting:
“RESOLVED, that the stockholders wish the Company to include an advisory vote on the compensation of the Company’s named executive officers pursuant to Section 14A of the Securities Exchange Act every:
year;
two years; or
three years.”
While our compensation strategies are related to both the short-term and longer-term business outcomes, we realize that compensation decisions are made annually. We also believe that an annual advisory vote on named executive officer compensation will give us more frequent feedback on our compensation disclosures and named executive officer compensation program. The Board has determined that holding an advisory vote on named executive officer compensation every year is the most appropriate policy for us at this time and recommends that stockholders vote for future advisory votes on named executive officer compensation to occur each year. Notwithstanding the Board’s recommendation and the outcome of the stockholder vote, the Board may in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE OPTION OF EVERY YEAR AS THE FREQUENCY TO HAVE AN ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
Required Vote
The choice of frequency that receives the highest number of “FOR” votes will be considered the advisory vote of the stockholders. Proxies marked “ABSTAIN” and broker non-votes will not be considered as votes cast for or against this Proposal 4 and will have no effect on the outcome of the proposal.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial ownership of shares of our common stock as of the Record Date, by:
| ● | Each person (or group of affiliated persons) known by us to beneficially own more than 5% of our common stock; | |
| ● | Each of our directors and named executive officers; and | |
| ● | All of our current directors and executive officers as a group. |
The number and percentages of shares beneficially owned are based on 4,594,068 common shares outstanding as of the Record Date. Information with respect to beneficial ownership has been furnished by each director, executive officer and beneficial owner of more than 5% of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC and requires that such persons have voting or investment power with respect to the securities. In computing the number of shares beneficially owned by a person listed below and the percentage ownership of such person, shares of common stock underlying warrants, options held by each such person that are exercisable within 60 days of the Record Date are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. Except as otherwise noted below, and subject to applicable community property laws, the persons named have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. Except as otherwise indicated below, the address for each beneficial owner is c/o FG Communities Holdings Inc., 6408 Bannington Road, Charlotte, NC 28226.
| Beneficially Owned | ||||||||
| Name and Address of Beneficial Owner | Number of Shares | Percentage of Shares | ||||||
| 5% Beneficial Owners | ||||||||
| Joseph H. Moglia (1) | 630,500 | 13.7 | % | |||||
| Vanguard Capital Management LLC (2) | 343,274 | 7.5 | % | |||||
| Executive Officers and Directors | ||||||||
| D. Kyle Cerminara, Chief Executive Officer, Chairman of the Board (3) | 252,469 | 5.4 | % | |||||
| Mark D. Roberson, Chief Financial Officer (4) | 9,136 | * | ||||||
| Todd R. Major, Chief Accounting Officer (5) | 1,353 | * | ||||||
| Michael C. Mitchell, Director (6) | 8,017 | * | ||||||
| Ndamukong Suh, Director (7) | 6,837 | * | ||||||
| Robert J. Roschman, Director (8) | 7,519 | * | ||||||
| Rita Hayes, Director (9) | 6,841 | * | ||||||
| Scott D. Wollney, Director (10) | 7,798 | * | ||||||
| Jose Vargas, Head of Business Development and Director (11) | 50,000 | 1.1 | % | |||||
| Richard E. Govignon, Jr., Director (12) | 7,027 | * | ||||||
| Current Executive Officers and Directors as a Group (10 individuals) (13) | 356,997 | 7.6 | % | |||||
* Less than 1% of common stock outstanding.
(1) Mr. Moglia may be deemed to beneficially own 630,500 shares of common stock. The 630,500 shares of common stock beneficially held by Mr. Moglia consist of: (a) 397,500 shares held by Moglia Capital LLC, a Delaware limited liability company for which Mr. Moglia serves as the managing member, (b) 203,000 shares of common stock held by Moglia Trust 1 for which Robert C. Weeks as the trustee, and (c) 30,000 shares of common stock held by Moglia Trust 2 for which Robert C. Weeks as the trustee. Mr. Moglia expressly disclaims beneficial ownership of the shares of common stock held by Moglia Trust 1 and Moglia Trust 2.
(2) According to a Schedule 13G/A filed on July 31, 2026, Vanguard Capital Management LLC (“Vanguard Capital Management”) is the beneficial owner of 343,274 shares of common stock with sole voting power over 43,280 shares of common stock and sole dispositive power over 343,274 shares of common stock. The address for Vanguard Capital Management is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
(3) Includes 100,653 shares of common stock directly owned by Mr. Cerminara, 60 shares held in Mr. Cerminara’s 401(k) plan, 123 shares held by Mr. Cerminara’s wife and children, 640 shares purchasable pursuant to stock options exercisable within 60 days of the Record Date, and 45,000 shares purchasable pursuant to warrants exercisable within 60 days of the Record Date. Also includes 105,993 shares of common stock beneficially owned by Fundamental Global GP, LLC (referred to herein as “FGGP”). Mr. Cerminara, as Chief Executive Officer, Co-Founder and Partner of FGGP, is deemed to have shared voting and dispositive power over the shares beneficially owned by FGGP. Mr. Cerminara disclaims beneficial ownership of the shares beneficially owned by FGGP.
(4) Includes 8,416 shares of common stock directly owned by Mr. Roberson and 720 shares purchasable pursuant to stock options exercisable within 60 days of the Record Date.
(5) Includes 1,273 shares of common stock directly owned by Mr. Major and 80 shares purchasable pursuant to stock options exercisable within 60 days of the Record Date.
(6) Includes shares of common stock directly owned by Mr. Mitchell.
(7) Includes shares of common stock directly owned by Mr. Suh.
(8) Includes shares of common stock directly owned by Mr. Roschman.
(9) Includes shares of common stock directly owned by Ms. Hayes.
(10) Includes shares of common stock directly owned by Mr. Wollney.
(11) Includes 16,000 shares of common stock and 34,000 shares of common stock potentially issuable upon the exercise of warrants within 60 days of the Record Date owned by Galeb3 Inc., which is controlled by Mr. Vargas.
(12) Includes shares of common stock directly owned by Mr. Govignon.
(13) Includes 170,381 shares directly owned by all directors and executive officers as a group, 60 shares held in Mr. Cerminara’s 401(k) plan, 123 shares held by Mr. Cerminara’s wife and children, 1,440 shares purchasable pursuant to stock options exercisable within 60 days of the Record Date, 79,000 shares potentially issuable upon the exercise of warrants within 60 days of the Record Date, and 105,993 shares beneficially owned by FGGP.
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TRANSACTIONS WITH RELATED PERSONS
It is the responsibility of the Audit Committee or, on a case-by-case basis, another Board committee constituted solely by independent directors, to review and oversee proposed transactions with “related persons” as defined in Item 404(a) of the SEC’s Regulation S-K. These include transactions and series of similar transactions to which we were a party or will be a party, in which:
| ● | the amounts involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years; and | |
| ● | any of our directors, director nominees, executive officers or beneficial owners of more than 5% of any class of our voting stock, or any immediate family members thereof, had or will have a direct or indirect material interest. |
Below is a summary of our related party transactions between January 1, 2024 and the Record Date.
Limited Liability Company Interests
The Company participated as a limited partner in a fund that was unwound during 2023. As a result of the winddown, the Company held a direct limited liability company interests in FGAC Investors LLC, FG Merger Investors LLC, and GreenFirst Forest Products Holdings, LLC. Mr. Cerminara and Mr. Swets, the head of the Company’s merchant banking business, serve as managers of FGAC Investors LLC and FG Merger Investors LLC, while Mr. Cerminara ultimately controls GreenFirst Forest Products Holdings, LLC. The Company’s interest in each of these LLC’s was transferred to the CVR Trust in August 2025.
FG Merchant Partners
FG Merchant Partners, LP (“FGMP”) was formed to co-sponsor newly formed SPACs and other merchant banking clients with their founders or partners. Certain of our directors and officers also hold limited partner interests in FGMP. Mr. Swets holds a limited partner interest through Itasca Financial LLC, an advisory and investment firm for which Mr. Swets is managing member. Mr. Cerminara also holds a limited partner interest through Fundamental Global, LLC (“FG LLC”), a holding company for which Mr. Cerminara is the manager and one of the members.
FGMP has invested in the founder shares and warrants of Aldel Financial Inc., FG Merger Corp, FG Acquisition Corp, Aldel Financial II Inc., FG Communities Inc. (“FGCI”) and Craveworthy LLC (“Craveworthy”). Certain of our directors and officers are affiliated with these entities. The Company’s ownership interest in each of these entities was distributed to the CVR Trust in August 2025.
FG Communities Inc.
In October 2022, the Company directly invested $2.0 million into FGCI. The Company also held an interest through its ownership in FGMP. The Company’s ownership interest in FGCI was distributed to the CVR Trust in August 2025. FGC is a self-managed real estate company focused on a growing portfolio of manufactured housing communities which are owned and operated by FGC. Mr. Cerminara is the Chairman, President and a director of FGCI. On September 17, 2026, the Company entered into a subscription agreement (the “Subscription Agreement”) with FGCI to purchase 1,818,182 shares of common stock, par value $0.001 per share of FGCI (the “FGCI Shares”) for an aggregate purchase price of $10,000,001 (equal to $5.50 per share) payable in cash. Closing of the acquisition of the FGCI Shares occurred on September 21, 2026..
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Craveworthy
On March 16, 2023, the Company invested $200,000 in a senior unsecured note issued by Craveworthy. Mr. Swets has an indirect interest in Craveworthy, independent from the interests held by the Company through its ownership in FGMP.
FG Imperii Investors
During the third quarter of 2025, the Company entered into a promissory note with FG Imperii Investors LLC (“FGII”) pursuant to which the Company agreed to loan approximately $0.2 million to FGII. FGII is the sponsor of FG Imperii Acquisition Corp., a SPAC in the process of completing its initial public offering. The promissory note was payable on the date FG Imperii Acquisition Corp. consummates its initial public offering, which occurred during January 2026. Certain of our directors and officers are affiliated with FGII.
Saltire
The Company owns real estate in Canada that it leases to a wholly-owned subsidiary of Saltire Holdings Ltd. (“Saltire”). Pursuant to the terms of the lease, the Company receives annual rental income of $0.4 million. Mr. Swets, the head of the Company’s merchant banking business, serves as the Executive Chair and is a member of the Board of Directors of Saltire. Mr. Cerminara, the Company’s Chief Executive Officer and Chairman of the Company’s Board of Directors, and Richard Govignon, a member of the Company’s Board of Directors, serve as members of the Board of Directors of Saltire.
Shared Services Agreement
On March 31, 2020, the Company entered into a Shared Services Agreement (the “Shared Services Agreement”) with Fundamental Global Management, LLC (“FGM”), an affiliate of FG LLC, pursuant to which FGM provides the Company with certain services related to the day-to-day management of the Company, including assisting with regulatory compliance, evaluating the Company’s financial and operational performance, providing a management team to supplement the executive officers of the Company, and such other services consistent with those customarily performed by executive officers and employees of a public company. In exchange for these services, the Company pays FGM a fee of $456,000 per quarter (the “Shared Services Fee”), plus reimbursement of expenses incurred by FGM in connection with the performance of the services, subject to certain limitations approved by the Board or Compensation Committee from time to time.
The Shared Services Agreement has an initial term of three years, and thereafter renews automatically for successive one-year terms unless terminated in accordance with its terms. The Shared Services Agreement may be terminated by FGM or by the Company, by a vote of the Company’s independent directors, at the end of the initial or automatic renewal term upon 120 days’ notice, subject to payment by the Company of certain costs incurred by FGM to wind down the provision of services and, in the case of a termination by the Company without cause, payment of a termination fee equal to the Shared Services Fee paid for the two quarters preceding termination. In the third quarter of 2022, the Shared Services Agreement was amended to eliminate termination fees and to increase the termination notice from 120 days to 365 days.
The Company paid $2.5 million and $1.8 million to FGM under the Shared Services Agreement during the year ended December 31, 2025 and December 31, 2024, respectively. Payments made during the year ended December 31, 2025 included reimbursement of $0.7 million of certain expenses incurred by FGM in connection with a non-recurring transaction.
Other Transactions
We have entered into indemnification agreements with each of our directors and executive officers. These agreements provide that we will, among other things, indemnify and advance expenses to our directors and executive officers for certain expenses, including attorneys’ fees, judgments, fines, and settlement amounts incurred by any such person in any action or proceeding, including any action by us arising out of such person’s services as our director or executive officer, or any other company or enterprise to which the person provides services at our request. We believe that these agreements are necessary to attract and retain qualified persons as directors and executive officers.
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OTHER MATTERS
The Board of Directors does not currently know of any other matters to be presented at the Annual Meeting. If any other matters properly come before the Annual Meeting, it is intended that the shares represented by proxies will be voted as recommended by the Board of Directors or, if no recommendation is given, in the discretion of the proxy holders using their best judgment.
HOUSEHOLDING
The SEC has adopted a rule concerning the delivery of annual reports and proxy statements. It permits the Company, with your permission, to send a single copy of this Proxy Statement and our 2025 Annual Report to any household at which two or more of the Company’s stockholders reside. This rule is called “householding,” and its purpose is to help reduce printing and mailing costs of proxy materials. We do not “household” proxy materials to stockholders of record. However, some banks, brokers and other nominees may be participating in the practice of “householding.”
We will promptly deliver, upon oral or written request, a separate copy of this Proxy Statement and our 2025 Annual Report to any stockholders residing at an address to which only one copy of this Proxy Statement and our 2025 Annual Report was mailed. Requests for additional copies should be directed in writing to a stockholder’s broker, bank or other nominee holding shares of our common stock for such stockholder or to the attention of our Corporate Secretary at (704) 994-8279 or in writing at 6408 Bannington Road, Charlotte, NC 28226.
In the future, stockholders wishing to receive separate copies of our proxy statements and annual reports, and stockholders sharing an address that wish to receive a single copy of our proxy statement and annual report if they are receiving multiple copies of those documents, should contact their bank, broker, or other nominee record holder, or may contact our Corporate Secretary as described above.
STOCKHOLDER PROPOSALS FOR PRESENTATION
AT THE 2027 ANNUAL MEETING
Stockholder proposals intended to be considered for inclusion in next year’s proxy statement and form of proxy for presentation at the 2027 Annual Meeting of Stockholders must comply with Exchange Act Rule 14a-8. The deadline for submitting such proposals is June 23, 2027 unless the date of the 2027 Annual Meeting is more than 30 days before or after the one-year anniversary date of the Annual Meeting, in which case proposals must be submitted a reasonable time before we print our proxy materials for the 2027 Annual Meeting. The submission of a stockholder proposal does not guarantee that it will be included in our proxy statement.
Stockholders wishing to submit proposals for the 2027 Annual Meeting outside the process of Exchange Act Rule 14a-8 or to nominate individuals to our Board of Directors must comply with the advance notice and other provisions of Article I, Section 4 of our By-Laws. To be timely, notice of the proposal must be received by the Secretary of the Company between August 2, 2027 and September 1, 2027 provided, however, that in the event the date of the 2027 Annual Meeting is advanced by more than 30 days before or delayed by more than 60 days after the anniversary date of our Annual Meeting, to be timely, notice by the stockholder must be so delivered not earlier than the close of business on the 120th day prior to the 2027 Annual Meeting and not later than the close of business on the later of (i) the 90th day prior to the 2027 Annual Meeting or (ii) the 10th day following the day on which public announcement of the date of such meeting is first made.
Stockholder proposals should be addressed to FG Communities Holdings Inc., 6408 Bannington Road, Charlotte, NC 28226. The specific requirements for submitting stockholder proposals are set forth in Article I, Section 4 of our By-Laws.
| By Order of the Board of Directors, | |
| /s/ D. Kyle Cerminara | |
| D. Kyle Cerminara | |
| Chairman and Chief Executive Officer |
A copy of our Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2025, is available without charge upon written request to: FG Communities Holdings Inc., Corporate Secretary, 6408 Bannington Road, Charlotte, NC 28226. You may also access this Annual Report on Form 10-K and Form 10-K/A, along with all our filings made electronically with the SEC, including on Forms 10-Q and 8-K, on our website at https://ir.fgcommunities.com/.
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ANNEX A
Form of Proxy Card