DEF 14A of Falcon's Beyond Global, Inc., Apr 30, 2026

DEF 14A of Falcon's Beyond Global, Inc.

Filed Apr 30, 2026 · FY20250001193125-26-192505

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS Under our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Amended and Restated Bylaws (the “Bylaws”), the Board is divided into three classes. Only one class of directors is elected at each annual meeting of stockholders, and each class generally serves a three-year term following their election by stockholders. Each Class I director has a term that expires at the Company’s 2027 annual meeting of stockholders, each Class II director has a term that expires at the Company’s 2028 annual meeting of stockholders, and each Class III director has a term that expires this Annual Meeting. There are currently six directors serving on the Board. Upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”), the Board has considered and nominated the following slate of Class III director nominees, each for a three-year term expiring at the Company’s 2029 annual meeting of stockholders: Gino P. Lucadamo and Cecil D. Magpuri. Action will be taken at the Annual Meeting for the election of these two director nominees. It is intended that the proxies delivered pursuant to this solicitation will be voted by the proxy holders in favor of the election of Gino Lucadamo and Cecil D. Magpuri, except where proxies bear contrary instructions. Each of Messrs. Lucadamo and Magpuri have agreed to stand for election and has indicated they are willing to serve as a member of the Board. In the event that either Mr. Lucadamo or Mr. Magpuri should become unavailable for election due to any presently unforeseen reason, the proxy holders will have the right to use their discretion to vote for substitute nominee(s).

  2. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026 The following information describes the offices held and other business directorships of each director nominee. Information regarding each nominee’s beneficial ownership of equity securities is shown under “Security Ownership of Certain Beneficial Owners and Management” below. Gino P. Lucadamo, 67, has served as a member of our Board since September 2024. Most recently, Mr. Lucadamo founded and served as President of East Construction Management, a company focused on delivering services in hospitality, private aviation, hospitals, medical schools, and private education sectors nationwide, a position he held from 2010 to 2026. Mr. Lucadamo sold East Construction Management in 2024 and continues to provide the company with high-level advisory and consulting services. We believe that Mr. Lucadamo is qualified to serve as a member of the Board because of his experience in the delivery of services across many industries and because he offers important perspectives as Falcon’s refines location based entertainment and other entertainment offerings across the delivery of design, construction and operations services. Cecil D. Magpuri, 60, has served as our Chief Executive Officer since the closing of the business combination between the Company and FAST Acquisition Corp. II, (the “Business Combination”) in October 2023. Mr. Magpuri is co-founder of Falcon’s Beyond Global, LLC and served as its Chief Executive Officer and a member of its board of managers from its inception in April 2021 until the closing of the Business Combination in October 2023. Mr. Magpuri previously served as President and Chief Creative Officer of Falcon’s Treehouse, LLC, which he co-founded with Marty Magpuri in 2000, and which was later rebranded as Falcon’s Creative Group and expanded to include Falcon’s Digital Media and Falcon’s Licensing. Mr. Magpuri was named to the Blooloop 50 Theme Park Influencers list from 2018-2020, and, in 2010, received the Asian Heritage Award for Innovation and Technology. Mr. Magpuri earned his Bachelor of Arts in Applied Arts and Sciences with an emphasis in Environmental Design and a distinction in Art from San Diego State University. We believe that Mr. Magpuri is qualified to serve as a member of the Board because of his extensive experience and background in the entertainment development and operations industry, his role as co-founder of the Falcon’s Business and his role in the creation of the Company, including his visionary leadership of the Company from inception to date. Directors are elected by a plurality of the votes cast at the Annual Meeting. OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

  3. Continuing Members of the Board of Directors

    Continuing Members of the Board of Directors In addition to the directors nominated for election at the Annual Meeting, the following directors currently serve on our Board: Class I, with a term expiring at the 2027 Annual Meeting of Stockholders: Jarrett T. Bostwick, 52, has been a member of our Board since the closing of the Business Combination in October 2023. Mr. Bostwick is a managing director and private advisor with the Bostwick Walters Wealth Partners at Rockefeller Capital Management (“Rockefeller”), a position he has held since Rockefeller acquired Spearhead Capital Advisors, a full-service financial services platform, in June 2022. Mr. Bostwick founded Spearhead Capital in 2011 and served as partner and general counsel since its founding. At Rockefeller (and previously Spearhead Capital), Mr. Bostwick has implemented diverse private and public investment strategies on behalf of clients and has assisted in helping clients secure structured capital and financings from the capital markets. Mr. Bostwick also serves as managing principal of National Financial Companies, a multi-family office venture capital investment firm, a position he has held since 2008. At National Financial Companies he works with his partners to acquire, grow, and divest of companies in a variety of market sectors. Prior to joining National Financial Companies he was a partner in the law firm of Handler Thayer, LLP in Chicago, which provides professional services to affluent families, family offices and privately held companies, from 2005 to 2011. He remains of counsel to the firm. Prior to joining Handler Thayer he was a partner in the Wealth Planning & Philanthropy Group of Gardner, Carton & Douglas, LLP. He joined as an associate in 2003 and served until 2005. Prior to Gardner, Carton & Douglas LLP, Mr. Bostwick served as a senior manager in the tax practice of Ernst & Young, where he managed and coordinated global tax engagements for corporate clients of EY, in addition to serving as a national tax specialist in several areas of specific tax provisions of the Internal Revenue Code. He also worked closely with the audit practice insofar as he was responsible for overseeing the final tax provisions included in corporate financial statements and audits for several of EY’s corporate clients which were publicly listed. Mr. Bostwick has been recognized widely during his legal career, including being named by Worth Magazine in 2005 as one of the “Top 100 Attorneys in the United States” for affluent clients. He earned his Bachelor of Arts in International Affairs at the George Washington University in Washington, D.C., his Juris Doctorate Degree from Gonzaga University School of Law in Spokane, Washington, and his Masters of Law in Taxation from the University of Washington School of Law in Seattle, Washington. He currently serves on the Board of the Foundation for Animal Care and Education, a San Diego based not-for-profit focusing on saving companion animals and other animals from economic euthanasia by providing financial support for life saving health care services for such animals and families in need. He also serves on the regional board of the Casey Cares Foundation, a not-for-profit that provides families with children facing critical health care issues with economic, emotional, and experiences to enhance the positive outcome for the families they serve. Casey Cares operates in 22 states around the United States. We believe that Mr. Bostwick is qualified to serve as a member of the Board because of his significant experience in the finance industry. Scott Demerau, 64, has served as our Executive Chairman of the Board of Directors since the closing of the Business Combination in October 2023 and as of June 9, 2026, following the completion of the Annual Meeting, he will become a non-employee and will transition to the role of non-executive Chairman of the Board. Mr. Demerau is co-founder of Falcon’s Beyond Global, LLC and served as its Executive Chairman and a member of the board of managers from its inception in April 2021 until the closing of the Business Combination in October 2023. Mr. Demerau is also the co-founder and has been President of Producciones de Parques, S.L. since 2005, developing and launching House of Katmandu, the first Katmandu location in Mallorca, Spain, later rebranded as Katmandu Park. In 2012, Mr. Demerau was instrumental in establishing a joint venture relationship with Meliá Hotels International, where Producciones de Parques transitioned to become a joint venture entity. Mr. Demerau also co-founded Katmandu Group, where he served as the Chairman and Chief Executive Officer since its inception in 2013. In that role, Mr. Demerau oversaw the growth and expansion of the Katmandu Business and the development of the joint venture relationship with Meliá. Mr. Demerau’s career in the family entertainment industry began in 1985 when he and his wife, Julia Demerau, co-founded Fantasy Golf Development Company to develop, build and operate the Mountasia Family Fun Centers, a multi-attraction chain that spanned 24 locations and went public in 1993 as Mountasia Entertainment International, later acquiring the Malibu Grand Prix company with over 20 locations, where Mr. Demerau served in the roles of Chairman, Chief Executive Officer and a member of the board of managers. Mr. Demerau holds a Bachelor of Science in Business from Ferris State University. We believe that Mr. Demerau is qualified to serve as a member of the Board due, among other things, to his extensive background and experience in the entertainment development and operations industry, his role as co-founder of the Katmandu Business and his role in the creation of the Company, including his visionary leadership of the Company from inception to date. Class II, with a term expiring at the 2028 Annual Meeting of Stockholders: Iraida Que De Vera, 67, has been a member of our Board since February 2026. She is the Founder and CEO of Amor Maximus, a family office established to preserve and enhance generational wealth while improving lives worldwide. Amor Maximus invests meaningfully in businesses and communities across key sectors such as real estate, film and entertainment, natural resources, digital services, and wellness. Ms. Que De Vera built a decades-long career in the United States as a top-producing real estate broker and agent, successfully navigating multiple international markets, including Las Vegas, Vancouver, Milan, Manila, and various metropolitan areas in California. In her senior roles at private companies in the United States and abroad, she has supported strategic diversification of business portfolios by expanding trade between the United States and Asia. In another career highlight, Ms. Que De Vera served as executive producer of the internationally acclaimed documentary, Harana, which focuses on the lost art of traditional Filipino courtship by serenade. In addition to the Falcon’s Beyond Global, Inc. Board of Directors, Ms. Que De Vera serves on the Board of Directors of Mercury Group of Companies, Inc. She has also been a lifelong supporter of grassroots educational initiatives as a director of the IQuest Charitable Foundation based in Nevada. Ms. Que De Vera holds a Bachelor of Science in Commerce, major in Accounting, cum laude honors, from Assumption College, San Lorenzo, Makati, Philippines. She earned Certification in Interior Design from the Istituto Marangoni in Milan, Italy, and also studied Interior Design at the University of Santo Tomas, Manila, Philippines. She is a Licensed and Certified Public Accountant in the Philippines, has held a Real Estate Broker License in California for more than 30 years and is a Certified Luxury Home Marketing Specialist. We believe that Ms. Que De Vera is qualified to serve as a member of the Board because of her financial expertise,

  4. Continuing Members of the Board of Directors

    extensive international business experience, and industry experience across real estate, entertainment and design and thus brings the right expertise and experience to the Board. Marie L. Kim, 70, has been a member of our Board since 2025. She has served as Administrator of the Florida Neurological Center (FNC) since 1998. Under her executive leadership and skilled guidance, FNC has evolved from a single-practitioner clinic into a comprehensive neurological facility. Marie’s expertise spans financial management, strategic planning, and operational oversight. She has led initiatives in budgeting, capital investment, cost control, contract negotiation, and compliance, consistently driving growth and sustainability. Her experience also includes ownership and management of a fine dining restaurant, where she was responsible for financial reporting, audit preparation, and cash flow analysis, skills that translate seamlessly into board-level governance. Ms. Kim holds advanced certifications in functional medicine and nutrition and is currently pursuing a Ph.D. in functional nutrition. Her multidisciplinary background, including prior roles in education and psychology, reflects a deep commitment to holistic leadership and community impact. We believe that Ms. Kim is qualified to serve as a member of the Board because she brings a unique blend of healthcare administration, financial stewardship, and entrepreneurial insight.

  5. Summary Compensation Table

    Summary Compensation Table The following table provides summary information concerning compensation of our named executive officers for services rendered to us during fiscal years indicated.

  6. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Scott Demerau | 2025 | 494,000 | — | — | 18,612 | 512,612 | | Chairman | 2024 | 477,792 | — | — | 14,893 | 492,685 | | Cecil D. Magpuri | 2025 | 494,000 | — | — | 33,630 | 527,630 | | Chief Executive Officer | 2024 | 475,000 | — | — | 29,860 | 504,860 | | Joanne Merrill | 2025 | 383,886 | 12,000 | — | 33,170 | 428,596 | | Chief Financial Officer | 2024 | 368,160 | 110,448 | — | 33,855 | 512,463 | | Simon Philips(3) | 2025 | 486,720 | — | — | 8,936 | 495,656 | | Former President | 2024 | 468,119 | 140,400 | — | 8,092 | 616,611 |

  7. Summary Compensation Table

    (1) The amounts in this column represents the aggregate grant date fair value of stock awards during each of the years presented, computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718, without taking into account estimated forfeitures. The assumptions made when calculating the amounts are found in Section F-14 “Share-Based Compensation” to our Consolidated Financial Statements in Part II, Item 18 of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 30, 2026. (2) All other compensation amounts include (i) 401(k) plan contributions by the Company and (ii) health care benefits (including $18,612 and $14,893 for 2025 and 2024 for Mr. Demerau, $33,630 and $29,860 for 2025 and 2024 for Mr. Magpuri, $33,170 and $33,855 for 2025 and 2024 for Ms. Merrill and $8,936 and $8,092 for 2025 and 2024 for Mr. Philips.) (3) Mr. Philips served as an executive officer and director until his resignation on August 28, 2025. Amounts for 2025 reflect the effect of the Separation Agreement, which is described in more detail below.

  8. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table provides information regarding outstanding equity awards held by each of our named executive officers as of December 31, 2025.

  9. Outstanding Equity Awards at December 31, 2025

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Scott Demerau | | | | | | | | | Chairman | — | — | — | — | — | — | — | | Cecil D. Magpuri | | | | | | | | | Chief Executive Officer | — | — | — | — | — | — | — | | Simon Philips(3) | | | | | | | | | Former President | — | — | — | — | — | — | — | | Joanne Merrill | | | | | | | | | Chief Financial Officer | 12/21/2023 | — | — | — | — | 61,376 | 921,260 |

  10. Outstanding Equity Awards at December 31, 2025

    (1) Reflects RSUs granted on December 21, 2023, as applicable, as adjusted in connection with the Stock Dividend and that vest, subject to continued employment or service through the applicable vesting date as follows: (1) 15% of the RSUs shall vest on the first anniversary of the grant date; (2) 17.5% of the RSUs shall vest on the second anniversary of the grant date; (3) 20% of the RSUs shall now vest on November 1, 2026 as the Compensation Committee approved the acceleration of vesting (4) 22.5% of the RSUs shall now vest on November 1, 2027 as the Compensation Committee approved the acceleration of vesting; and (5) 25% of the RSUs shall now vest on November 1, 2028 as the Compensation Committee approved the acceleration of vesting. (2) Based on the closing market price of the Company’s Class A Common Stock on December 31, 2025 (the last trading day before the end of fiscal 2025) of $15.01. Mr. Philips served as an executive officer until his resignation on August 28, 2025.

  11. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our Non-Employee Director Compensation Program, approved by the Board, provides for the following compensation for our non-employee directors: • An annual cash fee of $50,000 each year; • Annual equity grant of restricted stock units with an award value of $75,000 each year; and • Additional equity grant of restricted stock units with an annual award value of $25,000 for the Chair of the Audit Committee, $15,000 for the Chair of the Compensation Committee, and $10,000 for the Chair of the Nominating and Corporate Governance Committee. The Compensation Committee recommends to the Board the compensation to be paid to the non- employee directors of our Board and may, in its discretion, revise or replace the compensation program described above. The Company reimburses each non-employee director for any reasonable expenses incurred by such director in connection with the performance of such director’s services to the Company. The following table summarizes the compensation awarded to, earned by or paid to our non-employee directors who served on our Board during 2025. Mr. Demerau, our Executive Chairman, Mr. Magpuri, our Chief Executive Officer, and Mr. Philips, our former President, were also members of our Board during 2025; their compensation is fully reflected in the “Executive Compensation” section above. Iraida Que De Vera, who currently serves on the Board, did not serve during fiscal year 2025 and is therefore not included below.

  12. Fiscal 2025 Director Compensation

    Fiscal 2025 Director Compensation

  13. Fiscal 2025 Director Compensation

    | Name(1) | Fee Earned or Paid in Cash ($)(5) | Stock Awards ($)(6) | All Other Compensation ($) | Total ($) | | Jarrett T. Bostwick | 50,000 | 100,000 | — | 150,000 | | Sandy Beall(2) | — | — | — | — | | Doug Jacob(3) | — | — | — | — | | Gino P. Lucadamo | 50,000 | 75,000 | — | 125,000 | | Marie L. Kim(4) | 17,260 | 25,890 | — | 43,150 |

  14. Fiscal 2025 Director Compensation

    (1) Represents all non-employee directors who served on our Board during fiscal 2025 and their compensation is reported in the “Executive Compensation” section above. The executive officers who serve or served on our Board (Messrs. Demerau, Magpuri and Philips) do not receive compensation for their service on the Board. (2) Mr. Beall resigned as a member of our Board effective August 12, 2025. (3) Mr. Jacob resigned as a member of our Board effective April 29, 2025. (4) Ms. Kim was elected to serve as a member of our Board and the Audit Committee effective August 28, 2025. Director compensation reflects pro-rated payment for four months of service. (5) The Company expects to commence payment of cash fees in accordance with its director compensation program during 2025. The amounts in this column represent the aggregate grant date fair value of stock awards during each of the years presented, computed in accordance with the FASB ASC Topic 718, without taking into account estimated forfeitures. The assumptions made when calculating the amounts are found in Section F-14 “Share-Based Compensation” to our Consolidated Financial Statements included Part II, Item 18 of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 30, 2026.