Stark Novus Financial Inc PRE 14A, filed Oct 20, 2025

Stark Novus Financial Inc. (SNFI)

PRE 14A 2025-10-20 For: 2025-10-20

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☒	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 Pursuant to Section 240.14a-11(c) or Section 240.14a-12

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

Agenda Item		Board Vote Recommendation
1.	A proposal to elect one Class I director to serve for a term of three years and until his successor is duly elected and qualified.	“FOR”

2.	A proposal to ratify the appointment of BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2025.	“FOR”

3.	A proposal to amend the 2020 Equity Incentive Plan, including to increase the number of shares of Class A common stock reserved thereunder by 1,000,000 shares.	“FOR”

4.	A proposal to approve, on a non-binding advisory basis, the compensation of the named executive officers.	“FOR”

5.	A proposal to approve, on a non-binding advisory basis, the frequency of future advisory votes on the compensation of the named executive officers.	“3 YEARS”

6.	A proposal to amend the NOL Protective Provisions in the Third Amended and Restated Certificate of Incorporation.	“FOR”

7.	Any other business as may properly come before the 2025 Annual Meeting.

	Page

QUESTIONS AND ANSWERS ABOUT THE 2025 ANNUAL MEETING AND PROCEDURAL MATTERS	1

PROPOSAL ONE — ELECTION OF DIRECTORS	8

General	8

Nominee for Class I Director	8

Information Regarding the Board	9

DIRECTOR COMPENSATION	11

CORPORATE GOVERNANCE	12

Board Leadership Structure	12

Board Role in Risk Oversight	12

Director Independence	12

Board of Directors Meetings and Attendance	12

Committees of the Board	13

Delinquent Section 16(a) Reports	15

Insider Trading Policy	15

Clawback Policy	15

Code of Ethics and Corporate Governance Guidelines	15

PROPOSAL TWO — RATIFICATION OF APPOINTMENT OF BDO AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	16

General	16

Principal Accounting Fees and Services	16

Pre-Approval of Audit and Non-Audit Services	16

REPORT OF THE AUDIT COMMITTEE	17

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	18

OWNERSHIP OF SECURITIES	19

PROPOSAL THREE — APPROVAL OF AN AMENDMENT TO THE 2020 EQUITY INCENTIVE PLAN	21

General	21

Reasons for the Stockholder Approval of the Amendment	21

Reasons the Board is Requesting the Amendment	21

Material Terms of the Equity Incentive Plan	22

New Plan Benefits	27

PROPOSAL FOUR — ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	28

PROPOSAL FIVE — ADVISORY VOTE TO APPROVE THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION	29

EXECUTIVE OFFICERS	30

EXECUTIVE COMPENSATION	31

Summary Compensation Table	31

Outstanding Equity Awards at 2024 Year End	35

Pay Versus Performance	36

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	38

PROPOSAL SIX — APPROVAL OF AN AMENDMENT TO THE NOL PROTECTIVE PROVISIONS OF OUR THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION	39

COMMUNICATIONS WITH THE BOARD OF DIRECTORS	44

STOCKHOLDER PROPOSALS	44

OTHER MATTERS	45

ANNUAL REPORT TO STOCKHOLDERS	45

HOUSEHOLDING	45

ANNEX A	A-1

ANNEX B	B-1

Q:	Why am I receiving these proxy materials?

A:	The Board of Directors of the Company (the “Board”) has made these proxy materials available on the Internet or is providing them to you in printed form. We do this in order to solicit voting proxies for use at the 2025 Annual Meeting, to be held virtually via the Internet on Thursday, December 11, 2025, at 11:00 am New York City time, and at any adjournment or postponement thereof, which may be accessed at www.virtualshareholdermeeting.com/NRDE2025. If you are a stockholder of record and you submit your proxy to us, you direct certain of our officers to vote your shares in accordance with the voting instructions in your proxy. If you are a beneficial owner and you follow the voting instructions provided in the notice you receive from your broker, bank or other intermediary, you direct such organization to vote your shares in accordance with your instructions. These proxy materials are being made available or distributed to you on or about October 31, 2025. As a stockholder, you are invited to virtually attend the 2025 Annual Meeting and we request that you vote on the proposals described in this proxy statement.

Q:	Can I attend the 2025 Annual Meeting?

A:	The 2025 Annual Meeting will be completely virtual and conducted via live audio webcast to enable our stockholders to participate from any location around the world that is convenient to them. You may virtually attend the 2025 Annual Meeting if, on October 17, 2025 (the “Record Date”), you were a stockholder of record or a beneficial owner. If you are a stockholder of record or a beneficial owner as of the Record Date, you will be able to attend the 2025 Annual Meeting through www.virtualshareholdermeeting.com/NRDE2025. Stockholders will be able to listen, vote and submit questions during the virtual meeting.

Q:	Who is entitled to vote at the 2025 Annual Meeting?

A:	You may vote your shares of Class A common stock, $0.0001 par value per share (“Class A common stock”), if you owned your shares at the close of business on the Record Date. You may cast one vote for each share of Class A common stock held by you as of the Record Date on all matters presented.

Q:	What is the difference between holding shares as a stockholder of record or as a beneficial owner?

A:	You are the “stockholder of record” of any shares that are registered directly in your name with the Company’s transfer agent, VStock Transfer, LLC. We have sent the Notice of Internet Availability directly to you if you are a stockholder of record. As a stockholder of record, you may grant your voting proxy directly to the Company or to a third party. You are the “beneficial owner” of any shares (which are considered to be held in “street name”) that are held on your behalf in a brokerage account or by a bank or another intermediary that is the stockholder of record for those shares. If you are a beneficial owner, you did not receive the Notice of Internet Availability directly from the Company, but your broker, bank or other intermediary forwarded you a notice together with voting instructions for directing that organization how to vote your shares. If you are a beneficial owner, then you also may virtually attend the 2025 Annual Meeting, but because a beneficial owner is not a stockholder of record, you may not vote during the 2025 Annual Meeting unless you obtain a “legal proxy” from the organization that holds your shares, giving you the right to vote the shares at the 2025 Annual Meeting. Alternatively, you may provide voting instructions to your broker, bank or other intermediary by completing, signing and returning the voting instruction form that the broker, bank or other intermediary provides to you, or by using telephone or internet voting arrangements described on the voting instruction form, the Notice of Internet Availability or other materials that the broker, bank or other intermediary provides to you.

Q:	How can I vote my shares during the 2025 Annual Meeting?

A:	If you are stockholder of record as of the Record Date, you will be able to virtually attend the 2025 Annual Meeting and vote by logging in through www.virtualshareholdermeeting.com/NRDE2025. Please have available the 16-digit control number from the enclosed proxy card, if you received one, or from your Notice of Internet Availability. Beneficial owners as of the Record Date may vote during the 2025 Annual Meeting only if they bring a copy of the brokerage statement reflecting their share ownership as of October 17, 2025 and obtain a valid proxy from their broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form. Even if you plan to virtually attend the 2025 Annual Meeting, we recommend that you also direct the voting of your shares as described below in the question entitled “How can I vote my shares without attending the 2025 Annual Meeting?” so that your vote will be counted if you later decide not to virtually attend the 2025 Annual Meeting.

Q:	How can I vote my shares without attending the 2025 Annual Meeting?

A:	Whether you hold shares as a stockholder of record or a beneficial owner, you may direct how your shares are voted without attending the 2025 Annual Meeting, by the following means:

	●	By Internet — To vote over the Internet, go to www.proxyvote.com. Please have available the 16-digit control number from the proxy card, if you received one, or from your Notice of Internet Availability. Your vote must be received by 11:59 p.m., Eastern Time, on December 10, 2025, to be counted.

	●	By telephone — Stockholders of record may submit proxies telephonically by following the applicable “Phone” instructions on the Notice of Internet Availability. Please have available the 16-digit control number from the proxy card, if you received one, or from your Notice of Internet Availability. Your vote must be received by 11:59 p.m., Eastern Time, on December 10, 2025, to be counted. If you are a beneficial owner of shares held in street name, please check the voting instructions in the notice provided by your broker, bank or other intermediary for telephone voting availability.

Q:	How many shares must be present or represented to conduct business at the 2025 Annual Meeting?

A:	A quorum is required to conduct business at the 2025 Annual Meeting. The required quorum is the holders of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company on the Record Date and entitled to vote at the 2025 Annual Meeting. Each share of Preferred Stock will have a number of votes equal to the shares of Class A common stock into which it can be converted as of the Record Date; provided, that, no share of Preferred Stock can entitle the holder and its affiliates to votes in excess of the applicable Ownership Limitation (as defined in the Certificate of Designation).

Q:	What proposals will be voted on at the 2025 Annual Meeting?

A:	The proposals (the “Proposals”) scheduled to be voted on at the 2025 Annual Meeting are:

Q:	What is the voting requirement to approve each of the Proposals?

A:

Proposals	Vote Required	Broker Discretionary Voting Allowed
Proposal One – Elect one Class I director	Plurality of the votes cast by the stockholders entitled to vote and present or represented by proxy at the 2025 Annual Meeting	No

Proposal Two – Ratify the appointment of BDO as the independent registered public accounting firm for the fiscal year ending December 31, 2025	Majority of the votes cast by the stockholders entitled to vote and present or represented by proxy at the 2025 Annual Meeting	Yes

Proposal Three – Approve an amendment to the Equity Incentive Plan to increase the number of shares of Class A common stock reserved under the Equity Incentive Plan by 1,000,000 shares	Majority of votes cast by the stockholders entitled to vote and present or represented by proxy at the 2025 Annual Meeting	No

Proposal Four – Approve, on a non-binding advisory basis, the compensation of the named executive officers	Majority of the votes cast by the stockholders entitled to vote and present or represented by proxy at the 2025 Annual Meeting	No

Proposal Five – Approve, on a non-binding advisory basis, the frequency of future advisory votes on the compensation of the named executive officers	Plurality of the votes cast by the stockholders entitled to vote and present or represented by proxy at the 2025 Annual Meeting (non-binding result will be the number of years (annually, biannually or every three years) receiving the greatest number of votes)	No

Proposal Six – Approve an amendment to the NOL Protective Provisions in the Certificate of Incorporation	Majority of the votes cast by the stockholders entitled to vote and present or represented by proxy at the 2025 Annual Meeting	No

Name		Age		Length of Service as Director		Position with the Company
Neil Weiner		65		Since March 2024		Class I Director, Chairman of the Audit Committee and Member of the Compensation Committee and Corporate Governance and Nominating Committee

Name	Age	Position with the Company
Andrew L. Sole	61	Chairman of the Board, Class III Director and Member of the Audit Committee

Alexander C. Matina	49	Chief Executive Officer, President, Treasurer and Secretary and Class III Director

Michael J. Wartell	56	Class II Director, Chairman of the Corporate Governance and Nominating Committee and Member of the Audit Committee and Compensation Committee

Alexandre Zyngier	56	Class II Director, Chairman of the Compensation Committee and Member of the Audit Committee and Corporate Governance and Nominating Committee

Q:	How are votes counted?

A:	All shares entitled to vote and that are timely voted will be counted, and all shares represented by properly executed and unrevoked proxies received prior to the 2025 Annual Meeting will be voted at the 2025 Annual Meeting as indicated in such proxies.

Q:	What is the effect of not casting a vote or if I submit a proxy but do not specify how my shares are to be voted?

A:	If you are the stockholder of record and you do not vote by proxy card, by telephone, via the Internet or during the 2025 Annual Meeting, your shares will not be voted at the 2025 Annual Meeting. If you submit a proxy, but you do not provide voting instructions, your shares will be voted in accordance with the recommendations of the Board. If you are a beneficial owner and you do not provide the organization that is the stockholder of record for your shares with voting instructions, the organization will determine if it has the discretionary authority to vote on the particular matter. Under applicable regulations, brokers and other intermediaries have the discretion to vote on routine matters such as Proposal Two but do not have discretion to vote on non-routine matters (Proposals One, Three, Four, Five and Six). Therefore, if you do not provide voting instructions to that organization, it may vote your shares only on Proposal Two, and any other routine matters properly presented for a vote at the 2025 Annual Meeting. If no voting instructions are given for Proposal Two, we expect that such shares will be voted “FOR” those proposals.

Q:	What is the effect of a “broker non-vote”?

A:	An organization that holds shares of Class A common stock for a beneficial owner will have the discretion to vote on routine proposals if it has not received voting instructions from the beneficial owner. A “broker non-vote” occurs when a broker, bank or other intermediary that is otherwise counted as present or represented by proxy does not vote on a particular matter because the broker, bank or other intermediary does not have discretionary voting authority for that item and has not received instructions from the beneficial owner of the shares or when a broker, bank or other intermediary, for its own internal reasons, elects not to vote uninstructed shares on a routine matter. A broker non-vote will be counted for purposes of calculating whether a quorum is present at the 2025 Annual Meeting, but will not be counted for purposes of determining the number of votes cast with respect to a particular proposal. A broker or other nominee cannot vote without instructions on non-routine matters.

Q:	How does the Board recommend that I vote?

A:	The Board recommends that you vote your shares:

	●	“FOR” the nominee for election as Class I directors (Proposal One);

	●	“FOR” the ratification of the appointment of BDO as the independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal Two);

	●	“FOR” the amendment of the Equity Incentive Plan to increase the number of shares of Class A common stock reserved under the Equity Incentive Plan by 1,000,000 shares (Proposal Three);

	●	“FOR” the approval of the advisory vote to approve the compensation of our named executive officers (Proposal Four);

	●	For a frequency of “3 YEARS” on the advisory vote to approve the compensation of our named executive officers (Proposal Five); and

	●	“FOR” the amendment to the NOL Protective Provisions in the Certificate of Incorporation (Proposal Six).

Q:	Can I change my vote?

A:	Yes, you can change your vote at any time before the polls close at the Annual Meeting. There are four methods by which you can effect a change in your vote:

	●	Vote again by telephone or over the Internet prior to 11:59 p.m., Eastern Standard Time, on December 10, 2025;

	●	Give timely written notice to the Corporate Secretary at the address of our principal executive offices specified on the first page of this proxy statement;

	●	Submit another properly completed proxy card with a later date; or

	●	Attend the virtual Annual Meeting and vote in at www.virtualshareholdermeeting.com/NRDE2025. Simply attending the virtual Annual Meeting will not, by itself, revoke your proxy.

Q:	What should I do if I receive more than one Notice of Internet Availability, notice from my broker, bank or other intermediary, or set of proxy materials?

A:	You may receive more than one Notice of Internet Availability, notice from your broker, bank or other intermediary, or set of proxy materials, including multiple copies of proxy cards or voting instruction cards. For example, if you are a beneficial owner with shares in more than one brokerage account, you may receive a separate notice or voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one Notice of Internet Availability or proxy card. Please complete, sign, date and return each Company proxy card or voting instruction card that you receive, or follow the voting instructions on each Notice of Internet Availability or other notice you receive, to ensure that all your shares are voted.

Q:	Where can I find the voting results of the 2025 Annual Meeting?

A:	We will publish final voting results in our Current Report on Form 8-K, which will be filed with the SEC and made available on its website at www.sec.gov within four (4) business days of the 2025 Annual Meeting.

Q:	Who will bear the cost of soliciting votes for the 2025 Annual Meeting?

A:	We will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. We may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners for their reasonable expenses in forwarding solicitation material to those beneficial owners. Our directors, officers and employees may also solicit proxies in person or by other means. These directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses incurred in doing so.

Q:	How may I obtain a separate copy of the Notice of Internet Availability or the proxy materials?

A:	If you are a stockholder of record and share an address with another stockholder of record, each stockholder may not receive a separate copy of the Notice of Internet Availability or proxy materials. Stockholders may request to receive separate or additional copies of the Notice of Internet Availability or proxy materials by following the instructions on the Notice of Internet Availability. Stockholders who share an address and receive multiple copies of the Notice of Internet Availability or proxy materials can also request to receive a single copy by following the instructions above.

	●	Cash: $140,000 per year, payable $35,000 quarterly in advance ($210,000 for Chairman, payable $52,500 quarterly in advance)

	●	Equity: Annual RSU grant with a fair market value of $100,000 ($150,000 for Chairman), vesting in equal tranches on the first two anniversaries of the grant date, subject to acceleration in connection with a change in control. The grant date is the first trading day in January of each year going forward starting with 2025.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		All Other Compensation ($)		Total
Current Directors⁽¹⁾
Alex Matina	$	112,077	$	80,055		-		-	$	192,132
Andrew Sole	$	168,115	$	120,082		-		-	$	288,197
Michael Wartell	$	112,077	$	80,055		-		-	$	192,132
Neil Weiner	$	112,077	$	80,055		-		-	$	192,132
Alexandre Zyngier	$	112,077	$	80,055		-		-	$	192,132
Former Directors⁽²⁾
David T. Hamamoto⁽³⁾	$	17,186		-		-		-	$	17,186
Keith Feldman⁽³⁾	$	14,456		-		-		-	$	14,456
Jane Reiss⁽³⁾	$	12,131		-		-		-	$	12,131
Dale Spencer⁽³⁾	$	13,546		-		-		-	$	13,546
Angela Strand⁽³⁾	$	11,423		-		-		-	$	11,423
Joseph B. Anderson Jr	$	12,131		-		-		-	$	12,131
Laura J. Soave	$	11,120		-		-		-	$	11,120

(1)	Following the adoption of the updated director compensation program described above, the directors received a cash payment of $73,835 ($129,873 for Chairman) for the retroactive cash fees owed for service in 2024. A portion of the May 2024 RSU grant to the directors equal to $80,055 (and in the case of the Chairman, the full $96,000) was credited against the equity fees owed under the updated director compensation program. For 2025, the Chairman received an RSU grant with a fair market value of $174,082, comprised of (i) $24,082 for the retroactive equity fees owed for 2024 and (ii) $150,000 for 2025. For 2025, the other directors received an RSU grant with a fair market value of $84,055, with the remaining portion of the May 2024 RSU grant to the other directors equal to $15,945 credited against the equity fees owed under the updated director compensation program.

(2)	The director compensation for the non-employee directors prior to the Effective Date was as follows: Annual Cash Retainer: $50,000; Lead Independent Director Annual Compensation: $25,000; Committee Chairperson Annual Cash Retainer: Audit Committee: $15,000; Compensation Committee: $12,000; Nominating & Corporate Governance Committee: $10,000; Committee Member Annual Cash Retainer: Audit Committee: $10,000; Compensation Committee: $6,500; and Nominating & Corporate Governance Committee: $5,000.

(3)	Each of Messrs. Hamamoto, Feldman and Spencer and Messes. Reiss and Strand also held 136 RSUs that vested on February 5, 2024 (with settlement subject to deferral elections in some cases), which was the remaining one-third of their initial non-employee director grants made on February 5, 2021. Each of Messrs. Hamamoto and Feldman deferred the receipt of an aggregate of 820 shares, respectively, that were otherwise issuable upon vesting of the RSUs granted in 2021. In addition, each of Messrs. Hamamoto and Spencer and Ms. Reiss deferred the receipt of 3,189 shares, respectively, that were otherwise issuable upon vesting of the RSUs granted in 2022. All deferred shares were settled at the Effective Date in connection with the director’s departure from the Board.

	●	Personal qualities and characteristics, accomplishments and reputation in the business community;

	●	Current knowledge and contacts in the communities in which the Company does business and in the Company’s industry or other industries relevant to the Company’s business;

	●	Ability and willingness to commit adequate time to Board and committee matters;

	●	The fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company; and

	●	Diversity of viewpoints, background, experience and other demographics.

Fee Category	2024
Audit Fees	$	200,000
Audit-Related Fees	$	—
Tax Fees		—
All Other Fees		—
Total Fees	$	200,000

	Members of the Audit Committee:

	Neil Weiner (Chair)
	Andrew Sole
	Michael Wartell
	Alexandre Zyngier

	●	each person who is known by us to be the beneficial owner of more than 5% of the outstanding shares of Class A common stock or the Preferred Stock;

	●	each of our current NEOs and directors; and

	●	all of our current executive officers and directors as a group.

	Shares of Class A Common Stock Beneficially Owned
Name and Address of Beneficial Owner	Number		Percent of Class
Current Directors and Named Executive Officers
Alexander Matina⁽¹⁾		30,772		*
Andrew Sole^{(1) (2)}		745,772		4.6	%
Michael Wartell⁽¹⁾		30,772		*
Neil Weiner⁽¹⁾⁽³⁾		687,485		4.3	%
Alexandre Zyngier⁽¹⁾⁽⁴⁾		223,248		1.4	%
William Gallagher		-		-
Edward T. Hightower⁽⁵⁾		51,448		*
Daniel A. Ninivaggi⁽⁵⁾		41,346		*
Adam B. Kroll⁽⁵⁾		26,136		*
All Current Directors and Executive Officers, as a group (5 individuals)⁽⁶⁾		1,718,049		10.6	%
Five Percent Holders
Hon Hai Precision Industry Co., Ltd.⁽⁷⁾		2,665,921		15.3	%

(2)	Includes 715,000 shares of Class A common stock owned by Esopus Creek Value Series Fund LP – Series A, and of which Esopus Creek Advisors LLC is the general partner. Mr. Sole is the sole managing member and principal of Esopus Creek Advisors LLC. Mr. Sole disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

(3)	Includes 656,713 shares of Class A common stock owned by Foxhill Family Partnership, LP. Mr. Weiner is the president of the general partner of Foxhill Family Partnership, LP and, by virtue of such position, has voting and dispositive power over the securities held by it. Mr. Weiner disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

(4)	Includes 192,476 shares of Class A common stock owned by HZ Investments LLC. Mr. Zyngier is the managing member of HZ Investments LLC and, by virtue of such position, has voting and dispositive power over the securities held by it. Mr. Zyngier disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

(5)	Information is based on a Form 4 filed by the individual with the SEC on March 18, 2024.

(6)	Includes 153,860 shares of Class A common stock underlying RSUs that vest within 60 days. The settlement of these RSUs will be within ten (10) days following the earliest to occur of the following events: (a) the fifth (5^th) anniversary of the grant date (which was May 13, 2024), (b) a “change in control event” with respect to the Company, as determined in accordance with Treas. Reg. 1.409A-3(i)(5), applying the default provisions or (c) the director’s “separation from service” from the Company, as determined under Section 409A of the Internal Revenue Code.

(7)	Information is based on the Schedule 13D/A filed with the SEC on May 3, 2023 (after giving effect to the 1:15 reverse stock split of the outstanding Class A common stock, which became effective on May 24, 2023) and includes: (i) 861,151 shares of Class A common stock held by Foxconn Ventures Pte. Ltd. (“Foxconn Ventures”) and (ii) 483,210 shares of Class A common stock held by Foxconn (Far East) Limited (“Foxconn Far East”). The amount shown in the table also includes 1,321,560 shares of Class A common stock that would be issuable upon conversion of the 300,000 shares of Preferred Stock held by Foxconn Ventures (including accrued and unpaid dividends) if such shares were converted (and such dividends were paid in kind) as of October 17, 2025. The number of shares of Class A common stock into which the Preferred Stock is convertible at the time of such conversion is subject to the Ownership Limitation. Foxconn Far East owns 54.5% of the outstanding equity interests of Foxconn Ventures and controls its board of directors. Each of Foxconn Far East, Foxconn EV Technology, Inc. (“Foxconn EV”), Foxteq Holdings Inc. (“Foxteq Holdings”), Foxteq Integration Inc. (“Foxteq Integration”) and PCE Paragon Solutions Kft. (“PCE”) is a wholly owned subsidiary of Hon Hai Precision Industry Co., Ltd. (“Hon Hai”). In this capacity, Hon Hai exercises shared voting and investment power over the shares held directly or indirectly by Foxconn Ventures, Foxconn Far East, Foxteq Holdings, Foxteq Integration, PCE and Foxconn EV. The principal address of Hon Hai is No. 66, Zhongshan Road, Tucheng Industrial Zone, Tucheng District, New Taipei City, 23680, Taiwan.

	●	No Discounted Stock Options or SARs. All stock option and SAR awards under the Equity Incentive Plan must have an exercise or base price that is not less than the fair market value of the underlying Class A common stock on the date of grant, except in the case of substitute awards granted to employees of an acquired business. The Company does not grant dividend equivalents on stock options or SARs.

	●	No Repricing; No Cash Buyout of Underwater Options or SARs. Other than in connection with a corporate transaction affecting the Company, the Equity Incentive Plan prohibits any repricing of options or SARs and the cash buy-out of underwater options or SARs without stockholder approval.

	●	No Dividends Paid while Awards are Unvested. Any dividends, distributions or dividend equivalent rights with respect to restricted stock, RSUs, performance shares or performance units, whether paid in shares of Class A common stock or cash, will be subject to the same restrictions on transferability and forfeitability as the restricted stock, RSUs, performance shares or performance units with respect to which they were paid, and if such restricted stock, RSUs, performance shares or performance units are forfeited, such dividends or other distributions shall also be forfeited. No dividends or dividend equivalents will be paid with respect to options or SARs.

	●	No “Liberal” Change in Control Definition; No Single-Trigger Vesting upon a Change in Control. A change in control of the Company must actually occur in order for the Change in Control provisions in the Equity Incentive Plan to be triggered. The Change in Control definition in the Equity Incentive Plan does not include “liberal” components that would deem a Change in Control to have occurred before an actual change in control, for example, upon stockholder approval, rather than consummation, of a transaction. In general, the Equity Incentive Plan provides the Committee with the discretion to determine the treatment of outstanding Awards in connection with a Change in Control, either in Award Agreements or at the time of the Change in Control.

	●	Clawback Provisions. Current agreements evidencing Awards under the Equity Incentive Plan provide for the recovery, recoupment, clawback or forfeiture of compensation under specified circumstances.

Name		Age		Position
Alexander C. Matina		49		Chief Executive Officer, President, Secretary, and Treasurer; Class III Director

Name and Principal Position	Year		Salary			Bonus		Stock Awards		Option Awards		Non- Equity Incentive Plan Compen- sations		All Other Compen- sation			Total
William Gallagher		2024		-			-		-		-		-	$	564,167	⁽¹⁾	$	564,167
Former Chief Executive Officer, President, Secretary, and Treasurer
Edward T. Hightower		2024	$	155,192	⁽²⁾		-		-		-		-	$	980,985	⁽³⁾	$	1,136,177
Former Chief Executive Office and President		2023	$	674,573			-		-		-		-	$	210	⁽⁴⁾	$	674,783
Daniel A. Ninivaggi		2024	$	93,461			-		-		-		-	$	553,225	⁽³⁾	$	646,686
Former Executive Chairman		2023	$	444,758			-		-		-		-	$	13,410	⁽⁴⁾	$	458,168
Adam B. Kroll		2024	$	180,289	⁽²⁾		-		-		-		-	$	689,016	⁽³⁾	$	869,305
Former Chief Financial Officer and Corporate Secretary		2023	$	450,000			-		-		-		-	$	3,672	⁽⁴⁾	$	453,672

(2)	Amount includes $15,000 in consulting fees earned by Mr. Hightower and $86,828 in consulting fees earned by Mr. Kroll.

(3)	Amounts represent the allowed general unsecured claim for severance on the Effective Date in accordance with the terms of the Severance Agreements (as defined below).

(4)	Amounts include matching contributions by the Company under the prior 401(k) plan in respect of contributions made by such NEO in the year and expense reimbursements for cellular phone bills.