DEF 14A of Resolute Holdings Management, Inc., Apr 24, 2026

DEF 14A of Resolute Holdings Management, Inc.

Filed Apr 24, 2026 · FY20250001104659-26-048648

Open on EDGAR

  1. Director Nominee Biographies — Class II Directors

    Director Nominee Biographies — Class II Directors

  2. Director Nominee Biographies — Class II Directors

    | Name | Principal Occupation and Business Experience | | Joseph J. DeAngelo Age: 64 | Mr. DeAngelo was appointed to our Board in February 2025 in connection with the spin-off of the Company from GPGI, Inc. (NYSE: GPGI) (“GPGI”), its former parent (the “Spin-Off”), and currently serves as the chairperson of the Audit Committee and a member of the Nominating and Corporate Governance Committee. He has also served on the board of directors of GPGI since September 17, 2024 and serves as the chairperson of its audit committee and a member of its nominating and corporate governance committee. He has served as a director of Vertiv Holdings Co. (NYSE: VRT), a digital infrastructure and continuity provider, since October 2022 and as Chairman of the Board, President and Chief Executive Officer of HD Supply Holdings, Inc. (“HDS”), one of the largest industrial distributors in North America, beginning in March 2015. Mr. DeAngelo previously served as President and Chief Executive Officer of HDS beginning January 2005, and was a member of HDS’s board beginning August 2007, serving in each position until the closing of the acquisition of HDS by The Home Depot, a home improvement retail corporation, during 2020. Mr. DeAngelo also served as Executive Vice President and Chief Operating Officer of The Home Depot during 2007, and from 2005 to 2006, he served as Executive Vice President of HDS. Mr. DeAngelo was chosen to serve on our Board due to his extensive leadership, management experience, and industry knowledge. | | Brian F. Hughes Age: 67 | Mr. Hughes has served as a member of our Board since the Spin-Off and currently serves as a member of the Audit Committee. Mr. Hughes has also served on the board of directors of GPGI since December 27, 2021 and serves as a member of its audit committee. Mr. Hughes also currently serves as a director and audit committee chair of both Bentley Systems (Nasdaq: BSY), an infrastructure engineering software company. Mr. Hughes was previously an audit partner, the national private markets group leader, and venture capital co-leader at KPMG LLP, a multinational audit, tax and advisory services firm, where he worked from 2002 to 2019, and an audit partner at Arthur Andersen where he worked from 1981 to 2002. Mr. Hughes received a Master’s in Business Administration and a Bachelor of Science in Economics and Accounting from the Wharton School of the University of Pennsylvania. Mr. Hughes was chosen to serve on our Board because of his financial expertise, extensive accounting, auditing, and venture capital experience as well as his experience as a director and advisor of other companies. Mr. Hughes also has experience in cybersecurity matters, as evidenced by his CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University’s Software Engineering Institute. | | Mark R. James Age: 64 | Mr. James has served as a member of the Board since the Spin-Off, and currently serves as the chairperson of the Nominating and Corporate Governance Committee and a member of the Compensation Committee. Mr. James has also served on the board of directors of GPGI since September 17, 2024 and serves as the chairperson of its compensation committee and a member of its nominating and corporate governance committee. He is the President of Mark James Enterprises, his own executive consulting business. Previously, Mr. James served in roles of increasing seniority at multinational conglomerate Honeywell International, Inc. (“Honeywell”) for over 20 years before his retirement in July 2020, including nearly 13 years as Chief Human Resources Officer (“CHRO”). Prior to becoming CHRO, Mr. James’ prior roles at Honeywell included serving as |

  3. Director Nominee Biographies — Class II Directors

    | Name | Principal Occupation and Business Experience | | | Vice President of Human Resources and Communications for Honeywell Aerospace, Vice President of Human Resources and Communications for Honeywell Aerospace Electronic Systems, and HR Director of Federal Manufacturing and Technologies. Mr. James was selected to serve on our Board due to his deep leadership and management experience, including in the industrial sector. | | Thomas R. Knott Age: 40 | Mr. Knott has served as a member of the Board since the Spin-Off, and currently serves as a member of the Compensation Committee. Mr. Knott was appointed as the Company’s Chief Executive Officer in February 2025 in connection with the Spin-Off. He has also served on the board of directors of GPGI since September 17, 2024 and serves as a member of its compensation committee. Mr. Knott has also served as Co-Chief Investment Officer of GPGI from September 25, 2024 until the transfer of his employment to the Company in connection with the completion of the Spin-Off on February 28, 2025, following which he serves as Chief Investment Officer of GPGI and, since January 2026, as its principal executive officer. Mr. Knott previously served as the Head of the Permanent Capital Strategies Group in the Consumer and Investment Management Division of Goldman Sachs, a global investment bank and securities firm, starting in March 2018. He was also the CEO, CFO, Secretary and Director of special purpose acquisition companies GSAH I and GSAH II, respectively. Mr. Knott led all aspects of Goldman Sachs’ co-sponsorship of GSAH II from its initial public offering in June 2020 to its merger with Mirion Technologies, a provider of nuclear measurement and detection systems, in October 2021. He also led GSAH I from its initial public offering in June 2018 to its merger with Vertiv in February 2020. Mr. Knott is qualified to serve on our Board due to his years of finance and investing experience and his extensive knowledge of the public markets. |

  4. Continuing Director Biographies — Class III Directors

    Continuing Director Biographies — Class III Directors

  5. Continuing Director Biographies — Class III Directors

    | Name | Principal Occupation and Business Experience | | David M. Cote Age: 73 | Mr. Cote was appointed as the Executive Chairman of the Board in February 2025 in connection with the Spin-Off. Mr. Cote has also served as the Executive Chairman of the board of directors of GPGI since September 17, 2024, and as its Co-Chief Investment Officer from September 25, 2024 until the transfer of his employment to the Company in connection with the completion of the Spin-Off on February 28, 2025, following which he continues to serve as Executive Chairman of the board of directors of GPGI. In addition, he has served as the Executive Chairman of the board of directors of Vertiv since February 2020 and as Chief Executive Officer, President and Secretary and Chairman of the board of directors of its predecessor, GSAH I, from April 2018 until February 2020. Mr. Cote previously served as Chairman and Chief Executive Officer of multinational conglomerate Honeywell from July 2002 to March 2017 and subsequently as Executive Chairman of the board of directors of Honeywell until April 2018. He joined Honeywell as President and Chief Executive Officer in February 2002. Prior to joining Honeywell, he served as Chairman, President and Chief Executive Officer of TRW, a provider of products and services for the aerospace, information systems and automotive markets, from August 2001 to February 2002. From February 2001 to July 2001, he served as TRW’s President and Chief Executive Officer and from November 1999 to January 2001 he served as its President and Chief Operating Officer. Mr. Cote was Senior Vice President of multinational conglomerate General Electric Company and President and Chief Executive Officer of GE Appliances from June 1996 to November 1999. Mr. Cote was a director of the Federal Reserve Bank of New York from March 2014 to March 2018, as well as a director of Juniper Industrial Holdings, Inc., a special purpose acquisition company, from March 2020 until its merger with Janus International Group Inc. in June 2021. Mr. Cote is the father of Mr. John D. Cote. Mr. Cote was chosen to serve on our Board due to his many years of experience leading global organizations, his extensive knowledge of the global business environment, and his unique understanding of the opportunities and challenges facing our business. | | Paul S. Galant Age: 58 | Mr. Galant has served as a member of the Board since the Spin-Off and currently serves as a member of the Nominating and Corporate Governance Committee. He has also served on the board of directors of GPGI since September 21, 2022 and serves as a member of its nominating and corporate governance committee. Mr. Galant previously served as an Operating Partner of Churchill Capital, a real estate investment banking and investment firm, from January 2020 to January 2024, and served on the board of directors of Vivint Smart Home, Inc. (NYSE: VVNT), a smart home and security provider, from October 2015 to March 2023. Prior to that, Mr. Galant served as Chief Executive Officer of Brightstar Corp. (“Brightstar”), a leading mobile services company for managing devices and accessories and subsidiary of SoftBank Group Corp., a multinational investment holding company (“SoftBank”), and he has served as an Operating Partner of SoftBank. Prior to joining Brightstar, Mr. Galant was the Chief Executive Officer of VeriFone Systems, Inc., an electronic payment transactions company (“VeriFone”), and was a member of VeriFone’s board of directors, since October 2013. Prior to joining VeriFone, Mr. Galant served as the CEO of the Enterprise Payments business of Citigroup, Inc., a multinational financial services corporation (“Citigroup”) since 2010. In this role, Mr. Galant oversaw the design, marketing and implementation of global B2C and C2B digital payments solutions. From 2009 |

  6. Continuing Director Biographies — Class III Directors

    | Name | Principal Occupation and Business Experience | | | to 2010, Mr. Galant served as CEO of Citi Cards, heading Citigroup’s North American and International Credit Card and Merchant Acquiring businesses. From 2007 to 2009, Mr. Galant served as CEO of Citi Transaction Services, a division of Citigroup’s Institutional Clients Group. From 2002 to 2007, Mr. Galant was the Global Head of the Cash Management business, one of the largest processors of payments globally. Mr. Galant joined Citigroup in 2000. Prior to joining Citigroup, Mr. Galant held positions at Donaldson, Lufkin & Jenrette, Smith Barney, and Credit Suisse. Mr. Galant holds a B.S. in Economics from Cornell University where he graduated a Phillip Merrill Scholar. Mr. Galant is qualified to serve on our Board because of his valuable experience in the financial services industry and in operations matters. | | Dr. Krishna Mikkilineni Age: 66 | Dr. Mikkilineni has served as a member of the Board since the Spin-Off, and currently serves as a member of the Compensation Committee. Dr. Mikkilineni has also served on the board of directors of GPGI since October 18, 2024 and serves as a member of its compensation committee and audit committee. Dr. Mikkilineni currently serves as General Partner of StartupXseed, a deep-tech venture fund, and as Co-Founder of The GAIN, a startup accelerator, roles he has held since 2019 and in which he has been instrumental in funding and growing 30 technology-driven startup companies. Prior to May 2019, Dr. Mikkilineni served in various roles of increasing seniority at Honeywell for over 33 years, including as global Chief Technology Officer, a role he held for nine years, and as global Chief Information Officer, a role he held for six years. Dr. Mikkilineni has been a member of the board of directors of Kone Corporation, a global elevator and escalator company, since 2022. Dr. Mikkilineni received his Ph.D. in electrical and computer engineering from the University of Florida. Dr. Mikkilineni was chosen to serve on our Board due to his extensive leadership and investing experience, technological expertise, as well as for his experience growing and expanding new businesses. | | Timothy Mahoney Age: 70 | Mr. Mahoney has served as a member of the Board since July 12, 2025 and currently serves as a member of the Compensation Committee. Mr. Mahoney is a highly experienced aerospace and defense executive who brings a breadth of operating capabilities from his leadership roles at major industrial companies. He served in several executive roles at Honeywell, including Senior Vice President of Digital Transformation from 2019 to 2022, Chief Executive Officer of Honeywell Aerospace from 2009 to 2019, and multiple Vice President roles across Honeywell Aerospace from 2003 to 2009. Prior to Honeywell, Mr. Mahoney spent 18 years at Sikorsky Aircraft, where he held a series of increasingly significant leadership roles. Mr. Mahoney earned a B.S. in Mechanical Engineering from the University of South Florida and graduated from the Program for Management Development at Harvard Business School. Mr. Mahoney was chosen to serve on our Board due to his breadth of operating capabilities from his leadership roles at major industrial companies. |

  7. Continuing Director Biographies — Class I Directors

    Continuing Director Biographies — Class I Directors

  8. Continuing Director Biographies — Class I Directors

    | Name | Principal Occupation and Business Experience | | John D. Cote Age: 44 | Mr. Cote has served as a member of the Board since the Spin-Off and currently serves as a member of the Nominating and Corporate Governance Committee. Mr. Cote also has served on the board of directors of GPGI since September 17, 2024 and serves as the chairperson of its nominating and corporate governance committee. He has served as a Managing Partner and founder of SRM Equity Partners, LLC, a private equity firm, since October 2013. Among his previous roles, Mr. Cote served as the Chief Executive Officer of Industrial Inspection & Analysis, Inc., an inspection, testing and analytical business, from September 2015 to September 2019, and has served as Chairman since September 2015. Mr. Cote brings a background in investment banking from his years at J.P. Morgan Chase & Co, a global investment bank and financial services firm, from 2005 to 2011 where he worked on equity, debt, and M&A transactions in the Natural Resources Coverage group, and where he was a member of the Corporate Client Banking strategy team. Mr. Cote is the son of Mr. David M. Cote. Mr. Cote was selected to be appointed to serve on our Board due to his deep leadership and investing experience, including in the industrial sector. | | Roger Fradin Age: 72 | Mr. Fradin has served as a member of the Board since the Spin-Off and currently serves as the chairperson of the Compensation Committee and a member of the Audit Committee. Since February 28, 2025, Mr. Fradin has served as a consultant to the board of directors of GPGI, and previously served as a member of the board of directors of GPGI from September 17, 2024 until February 28, 2025. He has served as a director of Vertiv (NYSE: VRT), a digital infrastructure and continuity provider, since February 2020, and previously as a director of its predecessor GSAH from June 2018. Mr. Fradin previously served in roles of increasing seniority at Honeywell from 2000 until his retirement in 2017, including as President and Chief Executive Officer of Honeywell’s Automation and Control Solutions business from January 2004 to April 2014 and as Vice Chairman of Honeywell from April 2014 until February 2017. Mr. Fradin also serves as a consultant for The Carlyle Group, a global investment firm, and an advisor to Seal Rock Partners, a private equity investment firm. Mr. Fradin was selected to be appointed to serve on our Board due to his deep leadership and investing experience, industrial expertise, as well as for his experience overseeing acquisitions. | | Wayne Hewett Age: 61 | Mr. Hewett has served as a member of the Board since July 12, 2025 and currently serves as a member of the Audit Committee. Mr. Hewett is a seasoned executive leader who currently serves as a Director on the boards of Home Depot (since 2014), Wells Fargo & Company (since 2019), and United Parcel Services, Inc. (since 2020). Since 2018, he has also served as a senior advisor to Permira, a global private equity firm. Since 2019, he has served as Chairman of Cambrex Corporation, a contract developer and manufacturer of active pharmaceutical ingredients; and since 2023, he has served as Chairman of Quotient Sciences, a drug development and manufacturing accelerator. In 2023, he joined the board of managers of ASP Resins Holdings LP, a private company that produces adhesives and performance materials. From 2015 to 2017, Mr. Hewett served as Chief Executive Officer of Klöckner Pentaplast Group, a packaging supplier. Mr. Hewett has previously held several other executive roles, spending over 20 years with General Electric Company (“GE”), including leadership roles in various GE business units and membership on |

  9. Continuing Director Biographies — Class I Directors

    | Name | Principal Occupation and Business Experience | | | GE’s Corporate Executive Council. Mr. Hewett earned a Bachelor’s and Master’s degree in Industrial Engineering from Stanford University. Mr. Hewett is qualified to serve on our Board due to his extensive public company board experience and deep leadership background. | | Jane J. Thompson Age: 74 | Ms. Thompson has served as a member of the Board since the Spin-Off and currently serves as a member of the Nominating and Corporate Governance Committee. Ms. Thompson has also served on the board of directors of GPGI since December 27, 2021 and serves as a member of its compensation committee. Ms. Thompson is the founder and Chief Executive Officer of Jane J. Thompson Financial Services LLC, a management consulting firm she founded in 2011. From May 2002 to June 2011, Ms. Thompson served as President of Walmart Financial Services, a division of Walmart Stores, Inc. that provides money services, products and solutions to Walmart customers. Previously, she led the Sears Credit, Sears Home Services, and Sears Online groups within Sears, Roebuck & Company, a department store chain, and was a partner with McKinsey & Company, Inc. advising consumer companies. Since 2012, Ms. Thompson has served on numerous public and private boards in fintech, financial services and payments. She currently serves as a director for Navient Corporation (Nasdaq: NAVI), an education financing company, and Katapult Holdings, Inc. (Nasdaq: KPLT), a financial technology company. Ms. Thompson received a Master’s in Business Administration from Harvard Business School and a Bachelor’s in Business Administration in Marketing from the University of Cincinnati. Ms. Thompson was chosen to serve on the Board because of her extensive experience in the fields of fintech, financial services and payments, and management consulting, as well as her experience as a member of various boards of directors. |

  10. Stockholder Nominations for Director Candidates

    Stockholder Nominations for Director Candidates In order for a stockholder to nominate a person for election to the Board or bring other business before the 2027 annual meeting of stockholders, the stockholder must comply with the advance notice provisions of our Bylaws, which require that the stockholder deliver written notice to our Corporate Secretary and comply with the other requirements set forth in the Bylaws. See “Stockholder Proposals and Other Information — Deadline for Submission of Stockholder Proposals and Recommendations for Director” for more information.

  11. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE The Board is committed to governance practices that promote long-term Company value and strengthen Board and management accountability to our stockholders, clients and other stakeholders. Our key governance practices include:

  12. CORPORATE GOVERNANCE

    | • 9 of our 12 directors are independent • Separate CEO and Board Chair positions | • Clawback policy for management incentive compensation |

  13. Controlled Company Status

    Controlled Company Status The Company is a “controlled company” within the meaning of NYSE’s listing rules. As of the Record Date, Tungsten 2024 LLC and its affiliates beneficially owned approximately 50.6% of the voting power of the Common Stock, and therefore is able to control all matters that require approval by the stockholders of the Company, including the election of directors, changes to the Company’s organizational documents and approval of acquisition offers and other significant corporate transactions. As a “controlled company” within the meaning of NYSE’s listing rules, the Company qualifies for and relies on certain exemptions from certain corporate governance requirements.

  14. Controlled Company Status

    | NYSE Exemption | Company Governance | | • No requirement to have a majority of independent directors on Board | • A majority (nine (9) of twelve (12) directors) are independent | | • No requirement to have all independent directors on Compensation Committee | • A majority of the Compensation Committee members are presently independent directors | | • No requirement that director nominations be made by only independent directors | • A majority of the Nominating and Corporate Governance Committee (which makes director nominations) members are presently independent directors |

  15. Board of Directors

    Board of Directors The business and affairs of the Company are managed under the direction of our twelve-member Board in accordance with our Charter, Bylaws and our Corporate Governance Guidelines, copies of which can be found on our website at https://resoluteholdings.com/corporate-governance. Our Board is divided into three classes of directors, with the directors serving staggered three-year terms, with only one class of directors elected at each annual meeting of our stockholders. Our Class I directors are John D. Cote, Roger Fradin, Wayne Hewett and Jane J. Thompson (with their terms expiring at the 2028 annual meeting), our Class II directors are Thomas R. Knott, Mark James, Joseph J. DeAngelo and Brian F. Hughes (with their terms expiring at the Annual Meeting) and our Class III directors are Dr. Krishna Mikkilineni, Paul Galant, David M. Cote (Executive Chairman) and Timothy Mahoney (with their terms expiring at the 2027 annual meeting). Each of our Class II directors are director nominees for election at the Annual Meeting. John D. Cote is the son of David M. Cote. There are no other family relationships among our directors and director nominees, or between our directors, director nominees and executive officers. We believe that our Board’s classified structure provides enhanced continuity and stability in business strategies and policies, which is beneficial for long-term strategic planning and oversight of our operations. We believe that maintaining a classified board structure balances the need for stockholders to express their opinion on the Board’s performance with the need for our directors to focus on our long-term success and maximizing value for the Company and its stockholders. When considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable our Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focuses primarily on each person’s background and experience as reflected in each of the directors’ individual biographies above. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess, but in identifying and evaluating director nominees, the Board considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders. The Board evaluates director candidates recommended by stockholders using the same criteria. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

  16. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION

  17. Compensation Program for Non-Employee Directors

    Compensation Program for Non-Employee Directors Effective as of the completion of the Spin-Off on February 28, 2025 (the “Distribution Date”), our Board approved and adopted a director compensation policy (the “Director Compensation Policy”), which provided that upon joining the Board, each eligible non-employee director would receive an initial equity award of stock options to acquire shares of our Common Stock (“Options”) with a grant date value of $50,000, granted on the date such non-employee director commences service on the Board (the “Initial Equity Award”). Additionally, the Director Compensation Policy provided that non-employee directors would be granted, on an annual basis, Options with a grant date value of $100,000 effective on the date of each annual meeting (or, in the case of a non-employee director who joins the Board after the occurrence of the annual meeting for the year of their appointment to the Board, a pro-rata amount based on their appointment date) (the “Annual Equity Award”). The Initial Equity Award and the Annual Equity Award each vest in equal annual installments over four years commencing on the first anniversary of the date on which the award is granted. In addition, each non-employee director would be reimbursed for out-of-pocket travel expenses incurred in connection with attending Board or committee meetings. Each of our directors, other than Messrs. Fradin, Hewett and Mahoney, is also a director on the board of GPGI. While they will receive compensation for service on each board, their total compensation is weighted toward performance of GPGI. Neither of Messrs. D. Cote nor Knott receive compensation for their service on our Board or the board of GPGI. Effective as of the Distribution Date, each of our non-employee directors (except for Messrs. Hewett and Mahoney, who both joined our Board on July 12, 2025) received an Initial Equity Award in connection with the Spin-Off and a prorated Annual Equity Award in connection with their services from the Distribution Date through our Annual Meeting, pursuant to the terms of the Director Compensation Policy. These Option awards were in respect of 2,064 shares of our common stock and had an exercise price per share of $46.82. Effective September 23, 2025, the Board approved amendments to the Director Compensation Policy (the “Amended Director Compensation Policy”). The Amended Director Compensation Policy provides that each eligible non-employee director receives an annual cash retainer of $50,000, except that each non-employee director who is also a member of the board of directors of any entity that is managed by us or any of our controlled affiliates pursuant to a management agreement or similar agreement (a “Dual-Hatted Director”) will not receive the annual cash retainer. The Amended Director Compensation Policy also provides that, upon joining the Board, each eligible non-employee director receives an Initial Equity Award, with a grant date value of $200,000, except that each Dual-Hatted Director receives an Initial Equity Award with a grant date value of $50,000 instead. Additionally, the Amended Director Compensation Policy provides that eligible non-employee directors will be granted an Annual Equity Award with a grant date value of $250,000, except that each Dual-Hatted Director receives an Annual Equity Award with a grant date value of $100,000 instead. Eligible non-employee directors who join the Board after the annual meeting for the year of their appointment will receive a prorated portion of the Annual Equity Award. The vesting schedule of the Options remains the same and the Options will have an exercise price per share equal to the fair market value of a share of Common Stock at the time of grant. In addition, we provide a program for each eligible non-employee director to elect to convert 25, 50, 75 or 100% of their total annual cash compensation into an Option with an equivalent grant date value (the “Option Conversion Program”).

  18. 2025 Director Summary Compensation

    | Current Directors(1) | Fees Earned or Paid in Cash ($)(2) | Options ($)(3)(4) | Total ($) | | John D. Cote | — | 150,006 | 150,006 | | Joseph J. DeAngelo | — | 150,006 | 150,006 | | Roger Fradin | — | 150,006 | 150,006 | | Paul S. Galant | — | 150,006 | 150,006 | | Wayne Hewett | 50,015 | 418,489 | 468,504 | | Brian F. Hughes | — | 150,006 | 150,006 | | Mark R. James | — | 150,006 | 150,006 | | Timothy Mahoney | 50,009 | 418,492 | 468,501 | | Dr. Krishna Mikkilineni | — | 150,006 | 150,006 | | Jane J. Thompson | — | 150,006 | 150,006 |

  19. Elements of Compensation Programs

    Elements of Compensation Programs Base Salaries and Target Bonus The table below sets forth a summary of the annual base salary and target bonus opportunities for each executive officer for 2025, made effective as of January 1, 2025.

  20. Elements of Compensation Programs

    | Executive Officer | 2025 Base Salary | Target Annual Cash Bonus Opportunity (As a % of Annual Base Salary) | Target Annual Cash Bonus Opportunity | | Thomas R. Knott, Chief Executive Officer | $750,000 | 100% | $750,000 | | David M. Cote, Executive Chairman | $750,000 | 125% | $937,500 | | Kurt Schoen, Chief Financial Officer | $500,000 | 100% | $500,000 |

  21. Elements of Compensation Programs

    As noted above, our NEOs were eligible to receive annual cash incentive bonuses in 2025. We use annual cash incentive bonuses to motivate our NEOs to drive continuous improvement year over year and enhance stockholder value. Consistent with our compensation philosophy, these annual incentive bonuses are intended to help us deliver a competitive total cash compensation opportunity. Annual cash bonuses are discretionary, subject to specific performance achievements throughout the year, are not guaranteed, and may vary materially from year to year. At its February 2026 meeting, the Compensation Committee approved the following bonus payments for 2025 (paid in March 2026) for our NEOs:

  22. Elements of Compensation Programs

    | NEO | Target Annual Cash Bonus Opportunity | Payout Percentage | Actual Annual Cash Bonus Payment | | Thomas R. Knott, Chief Executive Officer | $750,000 | 200% | $1,500,000 | | David M. Cote, Executive Chairman | $937,500 | 171% | $1,600,000 | | Kurt Schoen, Chief Financial Officer | $500,000 | 140% | $700,000 |

  23. Elements of Compensation Programs

    Long-Term Incentive Compensation The Company maintains the Resolute Holdings Management, Inc. 2025 Omnibus Incentive Plan (the “Omnibus Incentive Plan”). The Omnibus Incentive Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, dividend equivalents, other stock-based awards, cash awards and substitute awards intended to align the interests of service providers, including our executive officers, with those of our stockholders. Grants of equity awards made after the Spin-Off by us to our non-employee directors are made under the Omnibus Incentive Plan. The Omnibus Incentive Plan is administered by our Compensation Committee. No awards have been granted to our NEOs pursuant to the Omnibus Incentive Plan. The Board believes it is in the best interests of the Company that our NEOs are focused on improving operations and growing businesses that are managed by the Company. To properly align incentives across the Company and its managed businesses, our NEOs are eligible to receive long-term incentive compensation in the form of GPGI equity incentive awards. Each of our NEOs entered into a consulting agreement with GPGI following completion of the Spin-Off and the transfer of their employment to the Company (each, a “Consulting Agreement”), under which each NEO is eligible to receive grants of options, restricted stock units or other equity incentive awards as determined by GPGI and will remain eligible to vest in equity incentive awards previously granted by GPGI, in exchange for provision of certain consulting and advisory services with respect to executing strategic corporate transactions and related activities and such other similar services as reasonably requested by GPGI (“Consulting Services”). For additional information regarding the Consulting Agreements, see “— Office and Administrative Expenses.” No GPGI equity incentive awards were granted to our NEOs in 2025. Health and Welfare Benefits We provide other benefits to our NEOs, on the same basis as all of our employees. These benefits include medical, dental, and vision insurance, disability insurance, life insurance, accidental death and dismemberment insurance, health savings accounts and health and dependent care flexible spending accounts. We also provide vacation and other paid holidays to all employees, including our executive officers. We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices, the competitive market, and our employees’ needs. Perquisites and Other Personal Benefits We do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide perquisites to our NEOs, except in situations where we believe it is appropriate to assist an individual in the performance of his or her duties to make our executive officers more efficient and effective, and for recruitment and retention purposes.

  24. 2025 Summary Compensation Table

    2025 Summary Compensation Table As noted above, each of our executive officers joined the Company after year-end 2024. Accordingly, the following table presents information regarding the compensation of the Company’s NEOs for services rendered during the fiscal year ended December 31, 2025 only:

  25. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | | Thomas R. Knott Chief Executive Officer | 2025 | 750,000 | 1,500,000 | | | | 14,000 | 2,264,000 | | David M. Cote Executive Chairman | 2025 | 750,000 | 1,600,000 | | | | 14,000 | 2,364,000 | | Kurt Schoen Chief Financial Officer | 2025 | 500,000 | 700,000 | | | | 14,000 | 1,214,000 |

  26. 2025 Summary Compensation Table

    Reflects actual base salary amounts earned for 2025. (2) Reflects discretionary annual cash bonus amounts earned for 2025. (3) Represents matching contributions on up to 100% of the first 3% and then 50% of the next 2% of plan compensation in accordance with the Company’s 401(k) plan (subject to IRS limits and plan provisions).

  27. 2025 Outstanding Equity Awards

    2025 Outstanding Equity Awards As noted above in the section titled “Elements of Compensation Programs — Long Term Incentive Compensation,” we have not granted equity awards to our NEOs. Accordingly, the tabular compensation disclosure requirements of the SEC’s executive compensation disclosure rules for emerging growth companies in respect of Outstanding Equity Awards at Fiscal Year End are not applicable to our situation and have been omitted from our 2025 executive compensation disclosure.