DEF 14A of Dominari Holdings Inc.
Filed Feb 6, 2026 · FY20250001213900-26-012981
Summary of Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Anthony Hayes, | 2025 | 650,000 | 8,500,000 | 4,295,894 | 13,065,000 | 7,096,637 | 385,295 | 33,992,826 | | Chief Executive Officer, Director, and Chairman of the Board | 2024 | 650,000 | — | 641,235 | | 951,156 | 534,301 | 2,776,692 | | Kyle Wool, | 2025 | 500,000 | 11,000,000 | 860,894 | 13,065,000 | 6,186,637 | 187,862 | 31,800,392 | | President | 2024 | 500,000 | — | 641,235 | | 951,156 | 746,344 | 2,838,735 | | Christopher Devall, | 2025 | 350,000 | 50,000 | 2,215,002 | | — | 262,463 | 2,877,465 | | Chief Operations Officer | | | | | | | | |
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025
| | | Option Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Anthony Hayes | 12/23/2030 | 2,941 | — | $10.88 | 12/23/2030 | | | 2/10/2025 | 5,000,000 | | 6.16 | 2/10/2035 | | Kyle Wool | 2/10/2025 | 5,000,000 | — | 6.16 | 2/10/2035 | | Christopher Devall | | — | — | — | — |
Outstanding Equity Awards at December 31, 2025
____________ (1) These options are fully vested.
Pay versus Performance
Pay versus Performance Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information regarding “compensation actually paid”, as defined in Item 402(v). In accordance with SEC rules, the “compensation actually paid” amounts shown in the table below for each applicable year reflect certain adjustments to the values reported in the Summary of Compensation Table as described in the footnotes to the following table. Notably, the “net loss” number reflected in this table for 2025 is not derived from our audited financial statements because our audit has not been completed as of the date of this filing. Based on our ongoing Internal Revenue Code (IRC) Section 382 ownership change analysis of the Company’s NOLs, we believe it is possible that the “net loss” number could increase by a range of $5.0 million to $7.0 million, although such increase remains uncertain and subject to continued ongoing analysis. Accordingly, due to the uncertainty of the Company’s tax position for 2025, we have estimated our 2025 “net loss” of $12.5 million which does not include any potential impact as a result of the Section 382 ownership change analysis, and we expect this number to change upon the completion of our annual audit and the SAB 99 analysis. In accordance with the transitional relief under the SEC rules for smaller reporting companies, only three years of information is required as this is the Company’s first year of disclosure under Item 402(v) of Regulation S-K.
Pay versus Performance
| Year (a) | Summary Compensation Table Total for PEO(1) (b) | Compensation Actually Paid to PEO(2) (c) | Average Summary Compensation Table Total for Non-PEO NEOs(3) (d) | Average Compensation Actually Paid to Non-PEO NEOs(4) (e) | Value of Initial Fixed $100 Investment Based On TSR(5) (f) | Net Income (Loss)(6) (g) | | 2025 | $33,992,826 | $33,992,826 | $17,338,928 | $17,291,071 | $167.38 | $(12,500) | | 2024 | $2,776,692 | $2,776,692 | $2,626,479 | $2,626,479 | $30.01 | $(14,954) | | 2023 | $1,000,000 | $1,000,000 | $4,453,138 | $4,453,138 | $78.96 | $(22,882) |
Pay versus Performance
____________ (1) For each year shown, the PEO was the Chief Executive Officer, Anthony Hayes. The values reflected in this column reflect the “Total Compensation” paid to Mr. Hayes, the Company’s Principal Executive Officer, as set forth in the Summary of Compensation Table. (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Hayes, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Hayes during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to determine the “compensation actually paid” amounts reported above for Mr. Hayes:
Pay versus Performance
| Reconciliation of Summary of Compensation Table Total to Compensation Actually Paid for CEO | 2025 | 2024 | 2023 | | Summary of Compensation Table Total | $33,992,826 | $2,776,692 | $1,000,000 | | Less: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | $(17,360,894) | $(641,235) | | | Plus: Fair Value of Awards Granted during Applicable Fiscal Year that Remain Unvested as of Applicable Fiscal Year End, Determined as of Applicable Fiscal Year End | | | | | Plus: Fair Value of Awards Granted During the Applicable Fiscal Year that Vested During the Applicable Fiscal Year, Determined as of the Vesting Date | $17,360,894 | $641,235 | | | Plus (Less): Adjustment for Awards Granted During a Prior Fiscal Year that were Outstanding and Unvested as of the Applicable Fiscal Year End, Determined Based on the Change in ASC 718 Fair Value from Prior Fiscal year End to the Applicable Fiscal Year End | | | | | Plus (Less): Adjustment for Awards Granted During a Prior Fiscal Year that Vested During the Applicable Fiscal year, Determined based on the Change in ASC 718 Fair Value from the Prior Fiscal Year End to the Vesting Date | | | | | Less: ASC 718 Fair Value of Awards Granted During a Prior Fiscal Year that were Forfeited During the Applicable Fiscal Year, determined as of the Prior Fiscal Year End | | | | | Plus: Dividends or Other Earnings Paid During the Applicable Fiscal year Prior to the Vesting Date | | | | | Plus: Incremental Fair Value of Options/SARs Modified During the Applicable Fiscal Year | | | | | Compensation Actually Paid | $33,992,826 | $2,776,692 | $1,000,000 |
Pay versus Performance
(3) For 2025, the non-PEO NEOs were Kyle Wool and Christopher Devall. For 2023 and 2024, the non-PEO NEOs were Soo Yu and Kyle Wool. The values reflected in this column reflect the average “Total Compensation” paid to each of the non-PEO NEOs in the applicable year, as set forth in the Summary of Compensation Table for the applicable year. (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the non-PEO NEOs, as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not necessarily reflect the actual average amount of compensation earned by or paid to such persons during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the non-PEO NEOs as a group for each year to determine the compensation actually paid:
Pay versus Performance
| Reconciliation of Average Summary of Compensation Table Totals for non-PEO NEOs to Average Compensation Actually Paid to non-PEO NEOs | 2025 | 2024 | 2023 | | Average Summary of Compensation Table Total | $17,338,928 | $2,626,479 | $4,453,138 | | Less: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | $(8,070,448) | $(641,235) | $(5,266,666) | | Plus: Fair Value of Awards Granted during Applicable Fiscal Year that Remain Unvested as of Applicable Fiscal Year End, Determined as of Applicable Fiscal Year End | $23,800 | | | | Plus: Fair Value of Awards Granted During the Applicable Fiscal Year that Vested During the Applicable Fiscal Year, Determined as of the Vesting Date | $8,046,648 | $641,235 | $5,266,666 | | Plus (Less): Adjustment for Awards Granted During a Prior Fiscal Year that were Outstanding and Unvested as of the Applicable Fiscal Year End, Determined Based on the Change in ASC 718 Fair Value from Prior Fiscal year End to the Applicable Fiscal Year End | | | | | Plus (Less): Adjustment for Awards Granted During a Prior Fiscal Year that Vested During the Applicable Fiscal year, Determined based on the Change in ASC 718 Fair Value from the Prior Fiscal Year End to the Vesting Date | | | | | Less: ASC 718 Fair Value of Awards Granted During a Prior Fiscal Year that were Forfeited During the Applicable Fiscal Year, determined as of the Prior Fiscal Year End | (47,857) | | | | Plus: Dividends or Other Earnings Paid During the Applicable Fiscal year Prior to the Vesting Date | | | | | Plus: Incremental Fair Value of Options/SARs Modified During the Applicable Fiscal Year | | | | | Average Compensation Actually Paid | $17,291,071 | $2,626,479 | $4,453,138 |
Pay versus Performance
(5) The TSR value listed in each year reflects what the cumulative value of $100 would be if invested on December 31, 2022, assuming the reinvestment of dividends paid during the measurement period. (6) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year, except for 2025. At the time of this filing, the Company had not yet completed the annual audit of its financial statements or SAB 99 analysis. Therefore, the number shown in this table for 2025 is a projection only, intended to comply with the applicable rules under Item 402. The net income shown for 2025 is likely to change upon the completion of the Company’s annual audit or SAB 99 analysis and should not be relied upon for any purpose.
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table The Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.
Compensation Actually Paid and Cumulative TSR
Compensation Actually Paid and Cumulative TSR The following graph illustrates the amount of “compensation actually paid” (“CAP”) to Mr. Hayes and the average amount of CAP to the Company’s Named Executive Officers as a group (excluding Mr. Hayes) relative to the Company’s cumulative TSR over the three years presented in the table.
Compensation Actually Paid and Net Loss
Compensation Actually Paid and Net Loss As demonstrated by the following table, the amount of CAP to Mr. Hayes and the average amount of CAP to the Company’s Named Executive officers as a group (excluding Mr. Hayes) is not aligned with the Company’s net loss over the three years presented in the table. The Company has not used net loss as a performance measure in the overall executive compensation program.
Director Compensation
Director Compensation Our non-employee directors received the following annual compensation for service as a member of the Board of Directors for the fiscal year ended December 31, 2025:
Director Compensation
| Annual Retainer | $65,000 | To be paid in cash in four equal quarterly installments. | | Additional Retainer | $5,000 | To be paid to the Chairman of the Board upon election annually. | | Annual Equity Award | $61,600 | Fully vested Stock Grant to each board member |
Director Compensation
Since our CEO, Anthony Hayes, became the Chairman of our Board in the latter half of 2023, no director has received the additional retainer for service as Chairman of the Board. The following table summarizes the compensation paid to non-employee directors during the year ended December 31, 2025.
Director Compensation
| Director(1) | Fees earned or paid in cash ($) | Stock Awards ($)(8) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Brian Parsley(2) | 21,125 | — | — | — | — | — | 21,125 | | Tim Ledwick(3) | 48,750 | 1,380,763 | — | — | — | 94,791 | 1,524,304 | | Gregory Blattner(4) | 65,000 | 61,600 | — | — | — | 5,400 | 132,000 | | Robert Dudley(5) | 48,750 | 61,600 | — | — | — | 5,400 | 115,750 | | Kyle Haug(6) | 65,000 | 61,600 | — | — | — | 5,400 | 132,000 | | Ronald Lieberman(7) | 32,500 | 985,600 | — | — | — | 118,900 | 1,137,000 |
Director Compensation
____________ (1) As of December 31, 2025, the aggregate number of stock and option awards held by each director was as follows: • Tim Ledwick holds 2,941 option awards; 336,093 stock awards; 8,783 shares purchased; 17,290 warrants exercisable; • Gregory Blattner holds 2,941 option awards; 19,471 stock awards; 28,818 warrants exercisable; • Robert Dudley holds 2,941 option awards. (2) Mr. Parsley joined the Board toward the end of the third quarter of 2025. (3) Mr. Ledwick left the Board and became the Company’s interim CFO at the beginning of the fourth quarter of 2025. The amounts reported in the “Fees earned or paid in cash” reflect his compensation as a member of the Board. He earned $48,750 in cash compensation, $61,600 in stock compensation, and $5,400 in dividends for his service as a director in 2025. The amount reported in the “Stock Awards” column includes his director stock award and his award of 316,346 restricted shares that were granted in connection with his agreement to become the Company’s Chief Financial Officer. The compensation reported in the “All Other Compensation” column reflects his other compensation for service as our CFO, which includes $87,500 in base salary, $1,750 in 401(k) matching contributions, $141 in health benefits, and $5,400 in dividends on company stock awards. (4) Mr. Blattner earned $65,000 in cash compensation, $61,600 in stock compensation, and $5,400 in dividends for his service as a director in 2025. (5) Mr. Dudley passed away in the third quarter of 2025. For his service in 2025, Mr. Dudley earned $48,750 in cash compensation, $61,600 in stock compensation, and $5,400 in dividends for his service as a director in 2025 (6) Mr. Haug $65,000 in cash compensation, $61,600 in stock compensation, and $5,400 in dividends for his service as a director in 2025. (7) Mr. Lieberman earned $32,500 for his service as a director, $61,600 in stock compensation as a director, $924,000 in stock compensation as a member of our advisory board, $86,400 in dividends, and $32,500 for his service as a member of our advisory board, with the latter two items reported in the “All Other Compensation” column. (8) The amount reported in this column represents the aggregate grant date fair value of stock granted to our directors during 2025, as calculated in accordance with FASB ASC Topic 718. We provide information regarding the assumptions used to calculate the value of all awards made to our directors in Note 3 to the consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2024.