DEF 14A of Trump Media & Technology Group Corp., Mar 18, 2025

DEF 14A of Trump Media & Technology Group Corp.

Filed Mar 18, 2025 · FY20240001140361-25-009143

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Summary

    Summary The Board consists of seven members, including TMTG’s President and Chief Executive Officer. The Board is divided into three classes, Classes I, II and III, each serving three-year terms, except for the initial term of the Class I and Class II directors. The Class I directors are up for reelection at the Annual Meeting, the Class II directors will be up for reelection at the 2026 annual meeting of stockholders and the Class III directors will be up for reelection at the 2027 annual meeting of stockholders. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following the election. Directors will not be able to be removed during their term except for cause, and then only by the affirmative vote of the holders of not less than two thirds (2/3) of the outstanding shares of capital stock then entitled to vote at an election of directors. The directors are divided among the three classes as follows:

  3. Summary

    | • | the Class I directors are David Bernhardt and W. Kyle Green, and their terms expire at the Annual Meeting; |

  4. Summary

    | • | the Class II directors are George Holding and Donald J. Trump, Jr., and their terms expire at the annual meeting of stockholders to be held in 2026; and |

  5. Summary

    | • | the Class III directors are Eric Swider, Devin Nunes and Robert Lighthizer, and their terms expire at the annual meeting of stockholders to be held in 2027. |

  6. Summary

    Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated David Bernhardt and W. Kyle Green (the “2025 Nominees”) for election to serve as Class I directors, to serve a three-year term ending at the 2028 annual meeting of stockholders and until a successor, if any, is elected and duly qualified. The remaining Class II and III directors will continue to serve in accordance with their terms. TMTG expects that any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of the Board into three classes with staggered three-year terms may delay or prevent a change of our Board or a change in control. THE BOARD RECOMMENDS VOTING FOR PROPOSAL 1 WHICH CALLS FOR THE ELECTION OF THE 2025 NOMINEES.

  7. Director Nominees at a Glance

    Director Nominees at a Glance The biography of each of the 2025 Nominees is listed below and contains information regarding the person’s service as a director, business experience, public company director positions currently held or held at any time during the last five years, information regarding involvement in certain legal or administrative proceedings (if applicable), and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the person should serve as a director in light of our business and structure as of the date of this Proxy Statement. Our Board believes that these strong backgrounds and sets of skills provide the Board, as a whole, with a strong foundation of technical expertise and a wealth of diverse experience in a wide variety of areas. David Bernhardt, 55, is the only person ever to be confirmed by the U.S. Senate to serve as secretary, deputy secretary and solicitor of the U.S. Department of the Interior, a U.S. Cabinet department with an asset portfolio that exceeds $300 billion, an annual budget above $16 billion and approximately 65,000 employees. Mr. Bernhardt has over a decade of experience serving at the highest level in this complex department, serving from 2001 to 2009 and again from 2017 to 2021. Before serving as secretary from 2019 to 2021, as deputy secretary from 2017 to 2019, he led many significant initiatives ranging from: modernizing business processes; creating and implementing policies and practices to address a systemic culture of harassment in the workplace; dramatically improving the ethics program; and developing one of the most diverse leadership teams in the department's history. In 2021, Mr. Bernhardt founded 53 Solutions LLC, a consultancy. He is also the founding partner of Bernhardt Law PLLC, and has developed a number of small business enterprises. Since January 2025, Mr. Bernhardt has been a senior counsel at the law firm Brownstein Hyatt Farber Schreck, LLP, where he previously worked from 2021 to 2024, 2009 to 2017, and 1998 to 2001. In addition, he has dedicated a sizable portion of his time to furthering sound public policy through efforts such as serving as the chairman of the Center for American Freedom with the America First Policy Institute. Mr. Bernhardt is a graduate of the University of Northern Colorado and the George Washington University Law School, with honors. He is also the author of a memoir titled “YOU REPORT TO ME, Accountability For the Failing Administrative State.” TMTG believes that Mr. Bernhardt's decades of public policy and leadership experience in large complex organizations are invaluable to TMTG's Board. W. Kyle Green, 52, is an attorney with over 20 years of experience in civil litigation and criminal prosecutions. Since 2007, Mr. Green has been Lead Counsel at the Law Office of W. Kyle Green L.L.C., where he represents both plaintiffs and defendants in various matters including civil and criminal litigation and commercial transactions. Previously, Mr. Green served as Assistant District Attorney for the Louisiana Third Judicial District Court between 2015 and 2018 where he was responsible for major felony prosecutions. From 2007 to 2015, Mr. Green served as the City Prosecutor for the city of Ruston, Louisiana where he successfully prosecuted more than 20,000 criminal defendants. In 2006, the Governor of Louisiana appointed Mr. Green to the state’s Judiciary Commission where he oversaw alleged misconduct involving members of the judiciary until 2007. Mr. Green’s experience also includes time as the in-house counsel and later Vice President of Hogan Hardwood and Moulding, a lumber wholesale company, from 2003 to 2007, and as an attorney at the Law Firm of Coyle and Green, L.L.C. engaged in a civil and criminal legal practice from 1998 to 2003. Mr. Green received a Bachelor of Science degree in Management, magna cum laude, from Louisiana Tech University, and a Juris Doctor degree from Louisiana State University. TMTG believes that Mr. Green's decades of legal and compliance experience are invaluable to TMTG's Board.

  8. Required Vote

    Required Vote A plurality of the votes cast. This means that the two nominees receiving the highest number of affirmative “FOR” votes will be elected.

  9. OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF ALL OF

    OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF ALL OF THESE NOMINEES FOR DIRECTOR.

  10. Continuing Directors

    Continuing Directors Devin G. Nunes, 51, TMTG’s Chief Executive Officer and a Director since 2022 and Chairman since April 1, 2024, previously served in the U.S. House of Representatives from 2003 to 2022. He was the Republican leader and former Chairman of the House Permanent Select Committee on Intelligence (“HPSCI”), a senior Republican on the Ways and Means Committee, and the Republican leader of the Ways and Means Health Subcommittee. Mr. Nunes was a vital contributor to the 2017 tax system overhaul, authoring a key provision to allow same-year expensing of all business investments for entrepreneurs and businesses. He also championed telemedicine to improve healthcare in underserved, rural areas. In his role on HPSCI, Mr. Nunes spent extensive time overseas working with U.S. military personnel, Central Intelligence Agency officials, and world leaders while promoting freedom and democratic values around the globe. During his time in Congress, many regarded Mr. Nunes as the House of Representatives’ preeminent investigator of government malfeasance and corruption; he was awarded the Presidential Medal of Freedom, America’s highest civilian honor, in 2021. Mr. Nunes was appointed to the President’s Intelligence Advisory Board and has served as its Chair since February 2025. Mr. Nunes graduated from Cal Poly San Luis Obispo, where he received a bachelor’s degree in agricultural business and a master’s degree in agriculture. He is the author of “Restoring the Republic” and “Countdown to Socialism,” and was an early and prominent critic of big tech censorship. Eric S. Swider, 51, served as Chief Executive Officer of Digital World Acquisition Corp. (“Digital World”) from July 2023 to March 2024. He previously served as Digital World’s Interim Chief Executive Officer from March 2023 until July 2023 and as a director since September 2021. He also served on the Compensation and Audit Committees and serves as the Chair for both Committees. Mr. Swider has been serving as the Chief Executive Officer of RUBIDEX since January 2020, a start-up company focusing on data security. Mr. Swider founded Renatus Advisors and has been serving as the Managing Partner of Renatus LLC since June 2016. Renatus Advisors works with private clients to resolve complex legal, strategic, and operational matters as well as public clients, providing services related to disaster and economic recovery. From February 2021 to October 2022, Mr. Swider served as a director of Benessere Capital Acquisition Corp., a special purpose acquisition company. From September 2016 to January 2018, Mr. Swider served as the Managing Director of Great Bay Global where he oversaw the launch of a new business division focused on investing in alternative strategies. From December 2014 to June 2016, Mr. Swider served as the Managing Director of OHorizons Global, where he oversaw expansion of a new investment team and was responsible for working on a global basis to expand its client base and investment portfolio. From February 2010 to December 2015, Mr. Swider served as the Managing Director of Oceano Beach Resorts, where he was responsible for growing its new property and resort management group. Mr. Swider received his education in Mechanics Engineering and Nuclear Science Studies at U.S. Naval Engineering and Nuclear A Schools, an intensive two-year program studying nuclear physics, heat transfer and fluid flow, advanced mathematical practices and engineering principles. Donald J. Trump, Jr., 47, has been an Executive Vice President at The Trump Organization since September 2001, where he helps oversee the company’s extensive real estate portfolio, media and other business interests around the globe. He is and has been an officer of hundreds of entities related to President Donald J. Trump and The Trump Organization. In August 2024, Mr. Trump became a director (and was announced by President Donald J. Trump as an honorary co-chair) of Trump Vance 2025 Transition, Inc., a 501(c)(4) nonprofit, the purpose of which was to organize and prepare for the assumption of duties of the President of the United States and facilitate the presidential transition after the 2024 election. Mr. Trump also serves on the board of directors of PSQ Holdings, Inc. (NYSE: PSQH). Over the course of his career, Mr. Trump has played a critical role in many of the company’s most successful real estate development projects, including the Trump International Hotel & Tower in Chicago, Trump International Hotel in Washington D.C. and many others. Mr. Trump’s involvement in those projects was extensive, ranging from the initial deal evaluation stage, analysis and pre-development planning to construction, branding, marketing, operations, sales, and leasing. Mr. Trump has also spearheaded efforts to further expand the Trump brand globally and has overseen large segments of The Trump Organization’s commercial leasing business involving properties such as Trump Tower on Fifth Avenue and 40 Wall Street in downtown Manhattan. In addition to his real estate interests, Mr. Trump is an accomplished and sought-after speaker. He has spoken extensively throughout the United States and around the world and maintains an influential social media presence. He was also featured as an advisor on the highly acclaimed NBC shows “The Apprentice” and the “The Celebrity Apprentice.” Mr. Trump received his bachelor’s degree in Finance and Real Estate from the Wharton School of Finance at the University of Pennsylvania. Robert Lighthizer, 77, has served as the Chairman of the Center for American Trade in the America First Policy Institute since 2021, promoting fair trade policies that put America’s families, workers, manufacturers, and farmers ahead of the interests of global competitors. Mr. Lighthizer previously served as the 18th United States Trade Representative (“USTR”) under President Donald J. Trump from 2017 to 2021. Mr. Lighthizer was an architect of American trade policy during the Trump presidency, engineering historic trade agreements with China that prioritized the American economy. An experienced trade negotiator and litigator, Mr. Lighthizer has dedicated his life working for equitable trade enforcement for the U.S. and has an impressive record for fighting for American workers and businesses. Prior to joining the Trump Administration, from 1985 to 2017, Mr. Lighthizer was a partner at Skadden, Arps, Slate, Meagher & Flom, LLP, where he practiced international trade law for over three decades and led the firm’s International Trade Department. Before joining Skadden, Mr. Lighthizer served as Deputy U.S. Trade Representative for President Ronald Reagan from 1983 to 1985. During his tenure, Mr. Lighthizer negotiated over two dozen bilateral international agreements, including agreements on steel, automobiles, and agricultural products. As Deputy USTR, he also served as Vice Chairman of the Board of Overseas Private Investment Corporation, a U.S. government agency whose purpose is to promote economic growth in developing countries through U.S. investment. Previously, from 1978 to 1981, Mr. Lighthizer served as chief minority counsel for the U.S. Senate Committee on Finance, and from 1981 to 1983, Mr. Lighthizer served as chief counsel and staff director for the U.S. Senate Committee on Finance. Mr. Lighthizer earned a bachelor’s degree from Georgetown University and his Juris Doctor from Georgetown University Law Center.

  11. Continuing Directors

    George Holding, 56, has worked since 2021 as a Managing Director of Government Relations for Blackstone, Inc. In this capacity, he advises on geopolitics, performs due diligence, and engages with policymakers. Mr. Holding previously served as a Member of Congress from 2013 to 2021. Prior to his election, he served as a United States Attorney, First Assistant United States Attorney, counsel to a United States Senator, and clerk for a U.S. District Court judge, as well as a lawyer in private practice. He has handled a wide variety of issues relating to tax, trade, healthcare, foreign affairs, national security, and intellectual property. In the U.S. House of Representatives, Mr. Holding was Chairman of the British American Parliamentary Group, the U.K. Caucus, and the India Caucus. He served as a Member of the Ways and Means Committee, Judiciary Committee, Foreign Affairs Committee, Budget Committee, and Ethics Committee. He has participated in the World Economic Forum, the European Parliament Transatlantic Dialogue, and the NATO Parliamentary Assembly. Mr. Holding has degrees in classical studies and law from Wake Forest University.

  12. Indemnification of Directors and Officers

    Indemnification of Directors and Officers Our Bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”). In addition, our certificate of incorporation provides that our directors will not be liable for monetary damages for breach of fiduciary duty to the fullest extent permitted by the DGCL. In addition, we have entered into indemnity agreements with each of our executive officers and directors. Each indemnification agreement provides for the indemnification and advancement by the Company of certain expenses and costs relating to claims, suits or proceedings arising from service to the Company or, at its request, service to other entities, as officers or directors, to the maximum extent permitted by applicable law.

  13. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The objectives of our Board compensation program are to provide compensation that is competitive with the compensation paid by peer companies so that we may attract and retain high quality non-employee directors and to encourage ownership of our common stock to further align their interests with those of our stockholders. Our director compensation program which we formally approved in 2025 for service beginning in 2024 provides the following compensation for non-employee directors:

  14. DIRECTOR COMPENSATION

    | • | An annual cash retainer equal to $45,200 payable in quarterly cash retainer, earned and payable in equal installments on the first day of each fiscal quarter. |

  15. DIRECTOR COMPENSATION

    | • | Annual restricted stock unit (“RSU”) awards with a value of $430,000 based on the fair market value of a share of common stock on the grant date payable in the form of RSUs, granted upon initial election to the Board. The number of RSUs issued was determined by dividing the value of the RSU award by the VWAP (as defined below) as of the date of the Compensation Committee’s recommendation, i.e., October 2, 2024 (the “Recommendation Date”). “VWAP” means the volume weighted average price of a common share as reported by Bloomberg for the thirty (30) trading days immediately prior to the Recommendation Date. |

  16. DIRECTOR COMPENSATION

    | • | Effective for 2024 services, Directors receive additional committee chair annual compensation equal to $22,000 (Audit Committee), $15,000 (Compensation Committee) and $10,000 (Nominating and Corporate Governance Committee), in a quarterly cash retainer reflected in the table below, earned and payable in equal installments on the first day of each fiscal quarter. Members of these committees also receive additional compensation equal to $11,000 (Audit Committee), $7,500 (Compensation Committee) and $5,000 (Nominating and Corporate Governance Committee) in a quarterly cash retainer reflected in the table below, earned and payable in equal installments on the first day of each fiscal quarter. |

  17. 2024 Fees and Stock Awards Earned

    | | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total | | Name | | | | | Eric Swider | 33,900 | 779,418 | 813,318 | | Donald J. Trump, Jr. | 33,900 | 779,418 | 813,318 | | Kashyap “Kash” Patel(3)(4) | — | — | — | | W. Kyle Green | 59,700 | 779,418 | 839,118 | | Robert Lighthizer | 57,000 | 779,418 | 836,418 | | Linda McMahon(4) | 55,200 | 779,418 | 834,618 |

  18. 2024 Fees and Stock Awards Earned

    | (1) Represents fees earned pursuant to our non-employee director compensation policy described above for 2024 services. |

  19. Summary Compensation Table

    Summary Compensation Table The following table sets forth, for the periods indicated, all of the compensation awarded to, earned by or paid to (i) each individual serving as the Company’s principal executive officer during the fiscal year ended December 31, 2024, and (ii) the two most highly compensated executive officers other than the principal executive officer who served as an executive officer at the conclusion of the fiscal year ended December 31, 2024 and who received in excess of $100,000 in compensation during such fiscal year (collectively referred to as the “named executive officers”). In accordance with the rules promulgated by the SEC, certain columns relating to information that is not applicable have been omitted from this table.

  20. Summary Compensation Table

    | Name and principal position | Year | Salary ($) | Bonus ($)(4) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total | | Devin Nunes | 2024 | 1,000,000 | 600,000 | 44,133,031 | 1,150,000 | 46,883,031 | | Chief Executive Officer | 2023 | 750,000 | — | — | — | 750,000 | | Phillip Juhan | 2024 | 390,250(5) | 600,000 | 8,306,442 | 4,900,000 | 14,196,692 | | Chief Financial Officer | 2023 | 337,500 | — | — | — | 337,500 | | Vladimir Novachki | 2024 | 396,083(5) | 600,000 | 18,544,069 | 475,620 | 20,015,772 | | Chief Technology Officer(3) | 2023 | — | — | — | — | — |

  21. Summary Compensation Table

    | (1) Stock awards represent grants of RSUs issued on November 5, 2024. The value of these grants has been calculated in accordance with ASC Topic 718. As further described below under “2024 Equity Grants,” 25% of the total number of shares of common stock underlying the RSUs granted to each named executive officer vested on December 25, 2024; the remaining 75% of the total number of shares of common stock underlying the RSUs will vest in nine substantially equal quarterly installments thereafter subject to the named executive officer’s continued service on each such vesting date. The RSUs will be fully vested as of March 25, 2027. |

  22. Summary Compensation Table

    | (2) Includes (i) the face value of the executive promissory notes issued by the Company on March 3, 2024 to each named executive officer, which is $1,150,000 for Mr. Nunes, $4,900,000 for Mr. Juhan, and $450,000 for Mr. Novachki, which converted into shares of the Company common stock upon the Closing; and (ii) includes $25,620 in legal fees paid by the Company towards Mr. Novachki’s permanent residency application. The value included for the promissory notes represents the grant date fair value of the shares issued. |

  23. Summary Compensation Table

    | (3) Mr. Novachki has served as our Chief Technology Officer since July 2023. |

  24. Summary Compensation Table

    | (4) Represents a transaction bonus paid in 2024 to each executive in connection with the consummation of the business combination, which occurred on March 25, 2024. |

  25. Summary Compensation Table

    | (5) The Compensation Committee reviewed our executives’ annual base salary and increased Messrs. Juhan and Novachki’s annual base salary to $480,000 and $550,000, respectively, effective as of October 1, 2024 which increase has been included in total salary. |

  26. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding outstanding equity awards held by each of the named executive officers as of December 31, 2024.

  27. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Devin Nunes | 975,244(2) | 33,255,820 | | Phillip Juhan | 183,555(2) | 6,259,226 | | Vladimir Novachki | 409,784(2) | 13,973,634 |

  28. Outstanding Equity Awards at Fiscal Year-End

    | (1) Based on the $34.10 per share closing price of our common stock on December 31, 2024, as reported by Nasdaq. |

  29. Outstanding Equity Awards at Fiscal Year-End

    | (2) Amount includes the unvested portion of RSUs granted on November 5, 2024. As further described below under “2024 Equity Grants,” 25% of the total number of shares of common stock underlying the RSUs granted to each named executive officer vested on December 25, 2024; the remaining 75% of the total number of shares of common stock underlying the RSUs will vest in nine substantially equal quarterly installments thereafter, subject to the named executive officer’s continuous service as of each such date. The RSUs will be fully vested as of March 25, 2027. |

  30. Pay Versus Performance

    Pay Versus Performance The following table sets forth compensation information for our Chief Executive Officer, referred to below as our PEO, and our other named executive officers, or NEOs, for purposes of comparing their compensation to the value of our shareholders’ investments and our results of operations, calculated in accordance with SEC regulations, for fiscal years 2024 and 2023. In accordance with transitional relief under the SEC rules for smaller reporting companies, only two years of information is required as this is the Company’s first year of disclosure under Item 402(v) of Regulation S-K.

  31. Pay Versus Performance

    | | (1) | (1)(2) | (1) | (1)(2) | (3) | | | Year | Summary Compensation table total for PEO | Compensation actually paid to PEO | Average Summary Compensation table total for non-PEO NEOs | Average Compensation actually paid to non-PEO NEOs | Value of initial fixed $100 investment based on Total Shareholder Return | Net Loss (in thousands) | | 2024 | $46,883,031 | $47,640,469 | $17,106,232 | $17,336,644 | $227.33 | $(400,865) | | 2023 | $750,000 | $750,000 | $351,250 | $351,250 | $116.67 | $(58,189) |

  32. Pay Versus Performance

    | (1) For each fiscal year, represents amount reported for our PEOs and average amount reported for our NEOs, in each case in the Total column of the Summary Compensation Table. Our PEOs and NEOs for each of these fiscal years are shown below: |

  33. Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2024 | Devin Nunes | Phillip Juhan, Vladimir Novachki | | 2023 | Devin Nunes | Phillip Juhan, Andrew Northwall |

  34. Pay Versus Performance

    | (2) Amounts represent Compensation Actually Paid to our PEO and the average Compensation Actually Paid to our non-PEO NEOs for the relevant fiscal year. Compensation Actually Paid represents the amount reported in the Total column of the Summary Compensation Table for the applicable fiscal year, adjusted as shown below. Fair value or change in fair value, as applicable, of equity awards in the Compensation Actually Paid columns was determined as follows: (i) the fair value as of the end of the fiscal year of outstanding and unvested equity awards granted in that year; (ii) the change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end of the year; (iii) the fair value as of the vesting date of equity awards that were granted and vested in that year; and (iv) the change in fair value during the year through the vesting date of equity awards granted in prior years that vested during that year. Equity values are calculated in accordance with ASC Topic 718. |

  35. Pay Versus Performance

    | | | (a) | (b) | | | Year | Reported Summary Compensation Table Total for Mr. Nunes | Reported Value of Equity Awards for Mr. Nunes | Aggregate Equity Award Adjustments for Mr. Nunes | Compensation Actually Paid to Mr. Nunes | | 2024 | $46,883,031 | $44,133,031 | $44,890,469 | $47,640,469 | | 2023 | $750,000 | — | — | $750,000 |

  36. Pay Versus Performance

    | (a) Represents the reported value of equity awards as reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year. As described above under “2024 Equity Grants,” 25% of the total number of shares of common stock underlying the RSUs vested on December 25, 2024; the remaining 75% of the total number of shares of common stock underlying the RSUs will vest in nine substantially equal quarterly installments thereafter subject to the named executive officer’s continuous service through each vesting date. The RSUs will be fully vested as of March 25, 2027. |

  37. Pay Versus Performance

    | (b) The amounts deducted or added in calculating the equity award adjustments are as follows: |

  38. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Mr. Nunes | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Mr. Nunes | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Mr. Nunes | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Mr. Nunes | Fair Value at Last Day of Prior Year of Equity Awards Failed to Meet Vesting Conditions During Year for Mr. Nunes | Dollar Value of any Dividends or Other Earnings Paid on Stock or Option Awards During Year Prior to the Vesting Date that are not otherwise included in the Total Compensation During Year for Mr. Nunes | Aggregate Equity Awards Adjustment | | 2024 | $33,255,820 | — | $11,634,649 | — | — | — | $44,890,469 | | 2023 | — | — | — | — | — | — | — |

  39. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for non-PEO NEOs | (a) Average Reported Value of Equity Awards for non-PEO NEOs | (b) Average Aggregate Equity Award Adjustments for non-PEO NEOs | Average Compensation Actually Paid to non-PEO NEOs | | 2024 | $17,106,232 | $13,425,255 | $13,655,667 | $17,336,644 | | 2023 | $351,250 | — | — | $351,250 |

  40. Pay Versus Performance

    | (a) Represents the reported value of equity awards as reported in the "Stock Awards" columns in the Summary Compensation Table for the applicable year. As described above under “2024 Equity Grants,” 25% of the total number of shares of common stock underlying the RSUs granted to each non-PEO NEO vested on December 25, 2024; the remaining 75% of the total number of shares of common stock underlying the RSUs will vest in nine substantially equal quarterly installments thereafter subject to the named executive officer’s continuous service through each vesting date. The RSUs will be fully vested as of March 25, 2027. |

  41. Pay Versus Performance

    | (b) The amounts deducted or added in calculating the equity award adjustments are as follows: |

  42. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for non-PEO NEOs | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for non-PEO NEOs | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for non-PEO NEOs | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for non-PEO NEOs | Fair Value at Last Day of Prior Year of Equity Awards Failed to Meet Vesting Conditions During Year for non-PEO NEOs | Dollar Value of any Dividends or Other Earnings Paid on Stock or Option Awards During Year Prior to the Vesting Date that are not otherwise included in the Total Compensation During Year for non-PEO NEOs | Average Aggregate Equity Awards Adjustment | | 2024 | $10,116,430 | — | $3,539,237 | — | — | — | $13,655,667 | | 2023 | — | — | — | — | — | — | — |

  43. Pay Versus Performance

    | (3) Total Shareholder Return illustrates the value, as of the last day of the indicated fiscal year, of an investment of $100 in the Company’s common stock on December 31, 2022. |

  44. Description of Relationship Between NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

    Description of Relationship Between NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) Below are graphs showing the relationship of “compensation actually paid” to our PEO and other non-PEO NEOs in 2024 and 2023 to (1) Company total shareholder return (“TSR”) and (2) the Company’s net loss.

  45. Outstanding Equity Awards

    Outstanding Equity Awards In setting the number of shares authorized for issuance under the A&R Plan and proposing the inclusion of the Evergreen Provision, we considered the total outstanding equity awards under the 2024 Plan. To facilitate the approval of the A&R Plan, set forth below is certain additional information as of the record date. As of March 11, 2025, we had 220,412,376 shares of common stock issued and outstanding. The closing price of the shares as reported on the Nasdaq on March 17, 2025 was $20.56 per share.

  46. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Section 6.1 Board Powers. The Corporation’s Board of Directors (the “Board”) shall manage and direct the business and affairs of the Corporation. The Board is empowered to exercise all such powers and to do all such acts as may be exercised or done by the Corporation. This grant of power to the Board does not limit any of the powers expressly given to the Board under, but is subject to any conflicting provision of, the FBCA (to the extent that such provision is non-waivable), these Articles of Incorporation, and the Bylaws; provided, however, that a provision or a modification of a provision of the Bylaws adopted by the shareholders shall not invalidate any prior act of the Board that would have been valid if such addition or modification of a provision to the Bylaws had not been adopted. Section 6.2 Number. As of the Effective Date, the number of directors constituting the Board shall be 7. Other than those, if any, who may be elected by the holders of one or more series of the Preferred Stock voting separately by class or series, this number may be increased or decreased at any time and from time to time by amendment to these Articles of Incorporation or the Bylaws by the Board. However, in no event may a decrease in the number of directors constituting the Board shorten the term of any incumbent director or result in there being less than one director. Section 6.3 Classification; Term. (a) Classification and Initial Term. The Board shall be classified into three classes: Class I, Class II, and Class III. As of the date hereof, the number of directors in Class I shall be 2, the number of directors in Class II shall be 2, and the number of directors in Class III shall be 3. The initial terms of the initial Class I directors shall expire at the 2025 Annual Meeting. The initial terms of the initial Class II directors shall expire at the 2026 Annual Meeting. The initial terms of the initial Class III directors shall expire at the 2027 Annual Meeting. If the number of directors constituting the Board is changed pursuant to Section 6.2, any resulting increase or decrease shall be apportioned by the Board among the director classes so as to maintain the proportion of directors in each class as nearly equal as possible. (b) Term. Except as set forth in Section 6.3(a) with respect to the initial terms of the initial directors in the director classes, a director’s term shall expire at the third annual meeting of the shareholders following his or her most recent election or re-election as such. Each director shall hold office until such director’s successor is elected and qualified, or until such director’s earlier death, resignation, retirement, disqualification or removal from office. Any director may resign at any time upon notice to the Corporation given in writing by any electronic transmission permitted in the Corporation’s Bylaws or in accordance with applicable law. In the event of any increase or decrease in the authorized number of directors, each director then serving as such shall nevertheless continue as a director of the class of which he or she is a member. (c) Limitation. Notwithstanding anything to the contrary in Section 6.3(a), Section 6.3(b), or Section 6.5, (i) if the shareholders do not re-elect (or elect, with respect to a director appointed by the Board pursuant to Section 6.5) a director upon the expiration of his or her then-current term, he or she shall nonetheless remain in office until the qualification of his or her successor and (ii) a director’s term shall end early upon his or her resignation, removal, or death. Section 6.4 Election. At the Corporation’s annual meeting of the shareholders at which a quorum is present, the election of directors shall be determined by a plurality of the votes cast by the shareholders present, in person or represented by proxy, at the meeting and entitled to vote thereon. The immediately preceding sentence is subject to the rights of the holders of one or more series of Preferred Stock, voting separately by class or series, to elect directors pursuant to the terms of one or more series of Preferred Stock. Unless required by the Bylaws, the directors need not be elected by written ballot. Section 6.5 Newly Created Directorships and Vacancies. Newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from a director’s resignation, removal, or death may be filled solely and exclusively by the vote of a majority of the remaining directors then in office (or, if applicable, the sole remaining director), even if such directors constitute less than a quorum. Any director so appointed shall hold office until the expiration of the remaining full term of the class of directors to which the new directorship was added or in which the vacancy occurred, subject to Section 6.3(c). Section 6.6 Removal. Any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of 66.67% of the voting power of all then-outstanding shares of Common Stock entitled to vote generally in the election of directors. Notwithstanding any other provisions of applicable law, these Articles of Incorporation, or the Bylaws that may otherwise permit a lesser vote of the shareholders, but in addition to any vote of the holders of shares of any class or series of capital stock of the Corporation required by any non-waivable provision of applicable law or these Articles of Incorporation (including any Preferred Stock Designation), the affirmative vote of the holders of 66.67% of the voting power of the outstanding shares of Common Stock entitled to vote thereon shall be required to amend or repeal, or to adopt any provision inconsistent with, this Section 6.6. Section 6.7 Preferred Stock-Directors. Notwithstanding any other provision of this Article VI, and except as otherwise required by any non-waivable provision of applicable law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in these Articles of Incorporation (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article VI unless expressly provided by such terms.

  47. DIRECTORS

    DIRECTORS Section 3.1. Powers; Number. The business and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws required to be exercised or done by the shareholders. Directors need not be shareholders or residents of the State of Florida. Subject to the Articles of Incorporation, the number of directors shall be fixed exclusively by resolution of the Board. Section 3.2. Advance Notice for Nomination of Directors. (a) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided by the terms of one or more series of Preferred Stock with respect to the rights of holders of one or more series of Preferred Stock to elect directors. Nominations of persons for election to the Board at any annual meeting of shareholders, or at any special meeting of shareholders called for the purpose of electing directors as set forth in the Corporation’s notice of such special meeting, may be made (i) by or at the direction of the Board or (ii) by any shareholder of the Corporation (x) who is a shareholder of record entitled to vote in the election of directors on the date of the giving of the notice provided for in this Section 3.2 and on the record date for the determination of shareholders entitled to vote at such meeting and (y) who complies with the notice procedures set forth in this Section 3.2. (b) In addition to any other applicable requirements, for a nomination to be made by a shareholder, such shareholder must have given timely notice thereof in proper written form to the Secretary. To be timely, a shareholder’s notice to the Secretary must be received by the Secretary at the principal executive offices of the Corporation (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of shareholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the shareholder to be timely must be so received not earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by the Corporation; and (ii) in the case of a special meeting of shareholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting or special meeting commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described in this Section 3.2. (c) Notwithstanding anything in paragraph (b) to the contrary, in the event that the number of directors to be elected to the Board at an annual meeting is greater than the number of directors whose terms expire on the date of the annual meeting and there is no public announcement by the Corporation naming all of the nominees for the additional directors to be elected or specifying the size of the increased Board before the close of business on the 90th day prior to the anniversary date of the immediately preceding annual meeting of shareholders, a shareholder’s notice required by this Section 3.2 shall also be considered timely, but only with respect to nominees for the additional directorships created by such increase that are to be filled by election at such annual meeting, if it shall be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the date on which such public announcement was first made by the Corporation. (d) To be in proper written form, a shareholder’s notice to the Secretary must set forth (i) as to each person whom the shareholder proposes to nominate for election as a director (A) the name, age, business address and residence address of the person, (B) the principal occupation or employment of the person, (C) the class or series and number of shares of capital stock of the Corporation that are owned beneficially or of record by the person and (D) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (ii) as to the shareholder giving the notice (A) the name and record address of such shareholder as they appear on the Corporation’s books and the name and address of the beneficial owner, if any, on whose behalf the nomination is made, (B) the class or series and number of shares of capital stock of the Corporation that are owned beneficially and of record by such shareholder and the beneficial owner, if any, on whose behalf the nomination is made, (C) a description of all arrangements or understandings relating to the nomination to be made by such shareholder among such shareholder, the beneficial owner, if any, on whose behalf the nomination is made, each proposed nominee and any other person or persons (including their names), (D) a representation that such shareholder (or a qualified representative of such shareholder) intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (E) any other information relating to such shareholder and the beneficial owner, if any, on whose behalf the nomination is made that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. (e) If the Board or the chairman of the meeting of shareholders determines that any nomination was not made in accordance with the provisions of this Section 3.2, or that the information provided in a shareholder’s notice does not satisfy the information requirements of this Section 3.2, then such nomination shall not be considered at the meeting in question. Notwithstanding the foregoing provisions of this Section 3.2, if the shareholder (or a qualified representative of the shareholder) does not appear at the meeting of shareholders of the Corporation to present the nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such nomination may have been received by the Corporation. (f) In addition to the provisions of this Section 3.2, a shareholder shall also comply with all of the applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 3.2 shall be deemed to affect any rights of the holders of Preferred Stock to elect directors pursuant to the Articles of Incorporation.

  48. DIRECTORS

    Section 3.3. Compensation. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the Board shall have the authority to fix the compensation of directors, including for service on a committee of the Board, and may be paid either a fixed sum for attendance at each meeting of the Board or other compensation as director. The directors may be reimbursed their expenses, if any, of attendance at each meeting of the Board. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of committees of the Board may be allowed like compensation and reimbursement of expenses for service on the committee.