DEF 14A of Duos Technologies Group, Inc.
Filed Apr 15, 2026 · FY20250001079973-26-000488
GENERAL INFORMATION ABOUT THE PROXY STATEMENT AND ANNUAL MEETING
Mr. James was named to the Board of Directors on September 5, 2025. Mr. James is a proven entrepreneurial business leader with more than two decades of experience building, scaling, and advising companies across the fiber and data center industries. Between October 2009 and March 2020 and since May 2024, Mr. James has served as President of NAT Tech LLC (dba National Technologies), a contractor for fiber optic installation, splicing, testing and maintenance. Since March 2020, Mr. James has been the President and Founder of Fiber Data Warehouse LLC (dba Optimal Fiber), a fiber and data material distribution business. Mr. James also has been, since July 2015, the President and Chief Executive Officer of Fiber Connect LLC, a competitive local exchange carrier that owns fiber optic cables between data centers in Northern Virginia and Oregon. In addition, from May 2014 to 2023 (when it was sold), Mr. James was the Co-Founder of BCDC Connect LLC (dba NDC Fiber), which also was a competitive local access carrier, based in Chicago, Illinois. Our Board of Directors believes that Mr. James’ extensive data center and technology knowledge and experience will be especially beneficial as the Company focuses on that aspect of its business. Required Vote Our Articles of Incorporation, as amended, do not authorize cumulative voting. Florida law provides that directors are to be elected by a plurality of the votes of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the five candidates receiving the highest number of affirmative votes at the Annual Meeting will be elected as directors. Only shares that are voted in favor of a particular nominee will be counted toward that nominee’s achievement of a plurality. Shares present at the Annual Meeting that are not voted for a particular nominee or shares present by proxy where the shareholder properly withheld authority to vote for such nominee will not be counted toward that nominee’s achievement of a plurality. At the Annual Meeting a vote will be taken on a proposal to approve the election of the five director nominees. RECOMMENDATION OF THE BOARD OF DIRECTORS: THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF (I) CHARLES P. FERRY, (II) NED MAVROMMATIS, (III) JAMES CRAIG NIXON, (IV) FRANK A. LONEGRO, AND (V) BRIAN J. JAMES AS DIRECTORS. EXECUTIVE OFFICERS
Committee Composition
| • | determining the need for and the appropriateness of employment agreements and change in control agreements for each of our executive officers and any other officers recommended by the Chief Executive Officer or Board of Directors; |
Committee Composition
| • | reviewing and recommending to our Board of Directors the compensation of independent directors, including incentive and equity-based compensation; and |
Committee Composition
| • | selecting, retaining and terminating such compensation consultants, outside counsel or other advisors as it deems necessary or appropriate. |
Committee Composition
| | Fees Earned or Paid in Cash ($) | Stock Awards ($)(6) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Kenneth Ehrman (1) | 5,000 | 165,000 | — | — | — | — | 170,000 | | Frank A. Lonegro (2) | 0 | 184,438 | — | — | — | — | 184,438 | | Ned Mavrommatis (3) | 20,000 | 164,438 | — | — | — | — | 184,438 | | Brian J. James (4) | 0 | 23,083 | — | — | — | — | 23,083 | | James Craig Nixon (5) | 0 | 184,438 | — | — | — | — | 184,438 |
Committee Composition
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Options ($) | Stock Awards ($) | Total ($) | | Charles P. Ferry, | 2025 | 400,000 | 568,540(1) | — | 3,126,876(2) | 4,095,416 | | Chief Executive Officer (CEO) | 2024 | 276,263 | — | — | — | 276,263 | | Andrew W. Murphy, | 2025 | — | — | — | — | — | | Former Chief Financial Officer (CFO)(3) | 2024 | 82,296 | — | — | — | 82,296 | | Adrian G. Goldfarb, | 2025 | 325,000 | 86,559(5) | — | 2,638,825(6) | 3,050,383 | | Chief Financial Officer (CFO)(4) | 2024 | 236,231 | — | — | — | 236,231 | | Leah F. Brown, | 2025 | 188,289 | 223,531(8) | — | — | 411,820 | | Chief Financial Officer (CFO)(7) | 2024 | 170,771 | 9,229(9) | — | — | 180,000 | | Christopher T. King, | 2025 | 325,000 | 343,155(11) | — | 672,750(12) | 1,340,905 | | Former Chief Operating Officer (COO)(10) | 2024 | 231,375 | 57,727(13) | — | — | 289,102 |
Committee Composition
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) (1) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non- PEO NEOs (1) ($) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return ($) (2) | Net loss (In thousands) ($) (3) | | 2025 | 4,095,416 | 968,540 | 1,200,777 | 474,909 | 188 | (9,835) | | 2024 | 276,263 | (413,616) | 196,907 | 115,146 | 206 | (10,765) |
Committee Composition
| (1) Reflects compensation actually paid to our PEO and non-PEO NEOs in 2025 and 2024, consisting of the respective amounts set forth in column (b) and (d) of the table above, adjusted as set forth in the following table, as determined in accordance with SEC rules: |