DEF 14A of SharonAI Holdings Inc.
Filed Jul 13, 2026 · FY20250001493152-26-032957
Equity Compensation Plan Information
Equity Compensation Plan Information The following table provides information as of December 31, 2025, about the securities issued, or authorized for future issuance, under our equity compensation plans, consisting of our 2024 and 2025 Equity Incentive Plans.
Equity Compensation Plan Information
| Plan Category | Number of securities to be issued upon exercise of outstanding options and restricted stock units | Weighted average exercise price of outstanding options and restricted stock units | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | 2024 Equity compensation plans approved by security holders | 569,458 | $0.54 | - | | 2024 Equity compensation plans not approved by security holders | - | - | - | | 2025 Equity compensation plans approved by security holders | - | - | 1,200,000 | | 2025 Equity compensation plans not approved by security holders | - | - | - | | Total | 569,458 | $0.54 | 1,200,000 |
Equity Compensation Plan Information
Upon consummation of the transactions (collectively, the “Business Combination”) contemplated by the Business Combination Agreement, dated January 28, 2025, by and among Roth CH Acquisition Co., Roth CH Holdings, Inc., Roth CH Merger Sub, Inc. and SharonAI Inc, as amended (the “Business Combination Agreement”), all outstanding options to purchase stock of SharonAI Inc. under our 2024 Equity Incentive Plan, all outstanding warrants issued by SharonAI Inc., and all other awards issued under our 2024 Equity Incentive Plan, vested or unvested, or any other security convertible into or exchangeable for any such security (each a “SharonAI Stock Right”), were cancelled, extinguished and converted into a right to acquire (each, a “Converted Stock Right”), subject to substantially the same terms and conditions as were applicable under such SharonAI Stock Right (including expiration date, vesting conditions, and exercise provisions), the number of Company Class A Ordinary Common Stock shares, determined by multiplying the number of shares of capital stock of SharonAI Inc. subject to such SharonAI Stock Right as of immediately prior to the consummation of the Business Combination by the Conversion Ratio (set forth in the Business Combination Agreement), with an exercise price per Company Class A Ordinary Common Stock shares (rounded down to the nearest whole cent), if applicable, equal to the exercise price per share of capital stock of SharonAI Inc. of such SharonAI Stock Right divided by the Conversion Ratio, in accordance with, and subject to, the contingencies set forth in the Business Combination Agreement. Upon consummation of the Business Combination, the Company assumed all obligations of SharonAI with respect to each Converted Stock Right.
SharonAI Inc. 2025 Omnibus Equity Incentive Plan
SharonAI Inc. 2025 Omnibus Equity Incentive Plan The following is a summary of the material features of the 2025 Omnibus Equity Incentive Plan (the “2025 Plan”). This summary is qualified in its entirety by the full text of the 2025 Plan, a copy of which was included as Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. On December 14, 2025, the board of directors and the stockholders of the Company approved the 2025 Plan to incentivize employees, officers, directors and consultants of the Company and its affiliates. The number of shares of common stock that are reserved and available for issuance under the 2025 Plan is equal to 1,200,000 shares. No more than 1,200,000 shares of our common stock shall be issued pursuant to the exercise of incentive stock options. The 2025 Plan provides for the grant, from time to time, at the discretion of the Board or a committee thereof, of cash, stock options, including incentive stock options and nonqualified stock options, restricted stock, dividend equivalents, restricted stock units, stock appreciation units and other stock or cash-based awards. The 2025 Plan shall terminate on the tenth anniversary of the date of adoption by the Board of Directors. Subject to certain restrictions, the Board of Directors may amend or terminate the Plan at any time and for any reason. An amendment of the Plan shall be subject to the approval of the Company’s stockholders only to the extent required by applicable laws, rules or regulations.
SharonAI Inc. 2024 Omnibus Equity Incentive Plan
SharonAI Inc. 2024 Omnibus Equity Incentive Plan The Company has adopted the 2024 SharonAI Omnibus Equity Incentive Plan (the “2024 Plan”). There will be no new awards under the 2024 Plan. All new awards will be made under the 2025 Plan. On May 6, 2024, the board of directors and the stockholders of the Company approved the 2024 Plan to incentivize employees, officers, directors and consultants of the Company and its affiliates. The number of shares of common stock that are reserved and available for issuance under the 2024 Plan is equal to 300,000. No more than 300,000 shares of our common stock shall be issued pursuant to the exercise of incentive stock options. The 2024 Plan provides for the grant, from time to time, at the discretion of the Board or a committee thereof, of cash, stock options, including incentive stock options and nonqualified stock options, restricted stock, dividend equivalents, restricted stock units, stock appreciation units and other stock or cash-based awards. Historically, we have granted restricted stock units under the 2024 Plan that were subject to time-vesting. The 2024 Plan shall terminate on the tenth anniversary of the date of adoption by the Board of Directors. Subject to certain restrictions, the Board of Directors may amend or terminate the Plan at any time and for any reason. An amendment of the Plan shall be subject to the approval of the Company’s stockholders only to the extent required by applicable laws, rules or regulations. Since the adoption of the SharonAI Holdings Inc. 2025 Plan, we do not intend to grant any more awards under the 2024 Plan.
SharonAI Inc. 2024 Omnibus Equity Incentive Plan
| 2024 Omnibus Equity Incentive Plan | | | | Name and Position | Dollar Value ($) | Number of Units | | Tim Broadfoot, Chief Financial Officer | $651,665.00 | 97,710 | | Andrew Leece, Chief Operating Officer | $651,665.00 | 97,710 | | Nicholas Hughes-Jones, SVP Business Development | $651,665.00 | 97,710 | | Daniel Mons, Chief Technology Officer | $30,310.00 | 4,545 | | Executive Group | $2,471,901.74 | 370,635 | | Non-Executive Director Group | $900,362.44 | 135,003 | | Non-Executive Officer Employee Group | $69,713.00 | 10,453 | | Advisors and contractors | $324,984 | 53,399 |
SharonAI Inc. 2024 Omnibus Equity Incentive Plan
Internal Revenue Code Section 162(m) Section 162(m) of the Code places a limit of $1 million on the amount of compensation that we may deduct in any one fiscal year with respect to certain of our service providers, as provided for in Section 162(m). Therefore, we may not be able to fully deduct certain compensation derived from 2025 Plan awards by such service providers from our taxable income. The Company Income Tax Effects Except as described above, we will generally be entitled to an income tax deduction in connection with an award under the 2025 Plan in an amount equal to the ordinary income realized by a participant at the time the participant recognizes such income. Accounting Treatment As required by Financial Accounting Standards Board Accounting Standards Codification, “Share-Based Payment,” upon the grant of options, SARs, restricted shares, RSUs and other stock-based awards pursuant to the 2025 Plan, for financial reporting purposes, we will incur compensation expense that will be recognized over the vesting period of the options, SARs, restricted shares, RSUs or other stock-based award. We are not able at this time to predict whether such compensation expense will be material, on an on-going basis, as that will depend on, among other things, the number of shares for which options, SARs, restricted shares, RSUs or other stock-based awards are granted and the prices of our common stock in the future. Director and Officer Indemnification Agreements The Company has entered into agreements with each of its executive officers and Directors, whereby the Company will agree to indemnify each of them to the fullest extent permitted by law, for all amounts (including, without limitation, judgments, fines, settlement payments, expenses and reasonable out of pocket attorneys’ fees) incurred or paid by any of them in connection with any action, suit, investigation or proceeding, or threatened action, suit, investigation or proceeding, arising out of or relating to their performance of services for the Company or any subsidiary of the Company. Any fees or other necessary expenses incurred by any of them in defending any such action, suit, investigation or proceeding shall be paid by the Company in advance, subject to the Company’s right to seek repayment from them a determination is made that the applicable officer or Director was not entitled to indemnification.
Guidelines for Selecting Director Nominees
Guidelines for Selecting Director Nominees The guidelines for selecting nominees, which are specified in the Corporate Governance and Nominating Committee Charter, generally provide that persons to be nominated:
Guidelines for Selecting Director Nominees
| ● | should have demonstrated notable or significant achievements in business, education or public service; | | ● | should possess the requisite intelligence, education and experience to make a significant contribution to the Board of Directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and | | ● | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders. |
Guidelines for Selecting Director Nominees
The Corporate Governance and Nominating Committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the Board of Directors. The Corporate Governance and Nominating Committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The Corporate Governance and Nominating Committee does not distinguish among nominees recommended by stockholders and other persons. A copy of the Corporate Governance and Nominating Committee Charter is available on our website at www.sharonai.com. The Corporate Governance and Nominating Committee’s charter provides that such Committee shall consider any director candidates recommended by the Company’s stockholders pursuant to the procedures described above. The Corporate Governance and Nominating Committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the Board of Directors. The Corporate Governance and Nominating Committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The Corporate Governance and Nominating Committee does not distinguish among nominees recommended by stockholders and other persons. A copy of the Corporate Governance and Nominating Committee Charter is available on our website at www.sharonai.com.
Risk Management
| ● | Use of restricted stock units, options, other incentives, and cash that provide a balance of incentives with fixed and variable components, including deferred remuneration; and | | ● | Equity incentive awards that generally vest and settle over time, so while the potential compensation related to equity incentive awards is tied directly to appreciation of our stock price, taking excessive risk for a short-term gain is discouraged because it would not maximize the value of equity incentive awards over the mid to long-term. |
James Manning
James Manning James Manning has served as our Chief Executive Officer since January 22, 2026, a Director since consummation of the Business Combination, the Chair of the Board of Directors since consummation of the Business Combination until May 21, 2026, and of SharonAI Inc. since February 15, 2024. After its acquisition by SharonAI, Mr. Manning has also continued to serve as the Chairman of Distributed Storage Solutions Limited ACN 646 979 222, until September 2024, an Australian company that operates HPC/AI and distributed storage operations, a position he started January 2021, before its acquisition by SharonAI. Mr. Manning has over 20 years’ experience across corporate finance, accounting, business, asset management and operations in both public and private companies. He has spent the last 5 years focused on digital asset infrastructure, with a keen focus on the energy requirements for data center development. Mr. Manning currently serves as Managing Director at Vertua Limited, a listed investment company, a position he has held since June 2014. He was the founder and CEO of Mawson Infrastructure Group Inc. (NASDAQ:MIGI), a digital infrastructure platform developer and operator, until May of 2023. He is also the Chairman of Defender Asset Management Pty Ltd, a diversified asset manager, a position he has held since September 2015. Mr. Manning has a Master of Business (Finance) and a Masters in Property Development from the University of Technology Sydney, as well a Bachelor of Accounting from Australian Catholic University. He is a Fellow of the Institute of Company Directors (FAICD), and a member of Institute of Public Accountants (IPA).
Timothy Broadfoot
Timothy Broadfoot Timothy Broadfoot has served as the Chief Financial Officer of the Company since consummation of the Business Combination and of SharonAI Inc. since July 1 2024. After its acquisition by SharonAI, Mr. Broadfoot has also continued to serve as the Chief Financial Officer of Distributed Storage Solutions Limited ACN 646 979 222, an Australian company that operates HPC/AI and distributed storage operations, a position he started May 1 2024, before its acquisition by SharonAI. He has over a decade of experience across corporate finance, accounting, business, asset management and operations in both public and private companies. Mr. Broadfoot currently serves as a Responsible Manager for Defender Asset Management Pty Ltd, a diversified asset manager, from 2022. Mr. Broadfoot also previously served as Chief Corporate Officer for Mawson Infrastructure Group Inc. (NASDAQ:MIGI), a digital infrastructure platform developer and operator, from 2020 until 2024, where he was responsible for building and managing over 120MW of data center infrastructure across the USA and Australia. Mr. Broadfoot has a Bachelors of Commerce (Finance) from the University of Western Australia.
Andrew Leece
Andrew Leece Andrew Leece has served as Chief Operating Officer of the Company since consummation of the Business Combination and of SharonAI Inc. since February 15, 2024. After its acquisition by SharonAI, Mr. Leece has also continued to serve as the Chief Executive Officer of Distributed Storage Solutions Limited ACN 646 979 222, an Australian company that operates HPC/AI and distributed storage operations, a position he started in 2021, before its acquisition by SharonAI. He also served as Chief Executive Officer at AirOne Media, Inc., a digital aircraft sales and finance platform, from 2017 until 2021. He began his career with Macquarie Bank (ASX:MQG), with a tenure spanning 2007 to 2015, where he gained significant experience in Corporate and Asset Finance. He then embarked on various entrepreneurial endeavors including technologies developed for the Aviation industry. Andrew has been a director of ISI Australia, a leading provider of mainframe computing managed services since 2018.
Daniel Mons
Daniel Mons Daniel Mons has served as the Chief Technology Officer of the Company since consummation of the Business Combination and of SharonAI Inc. since May 17, 2025. He has over 20 years’ experience in high performance computing encompassing infrastructure design, systems architecture, information security and cluster administration. Prior to joining SharonAI, he worked at Queensland State Government’s Department of Environment, Science, Energy and Innovation’s “ASDI,” Cutting Edge, Eyecon and Sunsuper building and managing HPC environments. He is proficient across Linux and open source technologies, security, encryption, networking and virtualization, and has a Bachelor of Science (Computer Science) from the University of Queensland.
Nicholas Hughes-Jones
Nicholas Hughes-Jones Nicholas Hughes-Jones has served as Senior Vice President, Business Development of SharonAI Inc. from February 15, 2024 to May 2025. Mr. Hughes-Jones consulted to the Company from July to December 2025 and then rejoined the Company in January 2026 as Head of Corporate Development. He has over 18 years’ experience in financial markets and technology industries across corporate finance, funds management and senior executive roles at listed and unlisted energy infrastructure and technology companies. His experience includes serving as Chief Investment Officer of Defender Asset Management Pty Ltd, a diversified asset manager, from 2022 until 2024. He served as the Chief Commercial Officer of Mawson Infrastructure Group Inc. (NASDAQ:MIGI), a digital infrastructure platform developer and operator, from October of 2021 until November of 2022, where he helped build over 100 modular data centers across 200MW of energy infrastructure in the USA and Australia. He also served as Senior Advisor at Bell Financial Group (ASX:BFG), a brokerage and financial advisory services firm, from 2016 until 2021. He also served as Institutional Equities Dealer at Southern Cross Equities, an institutional equities and equity capital markets firm, from 2011 until 2016. Mr. Hughes-Jones has a Commerce Degree (majors in Corporate Finance and Business Law) from the University of Sydney.
Tim Flahvin
Tim Flahvin Tim Flahvin has been the Company’s General Counsel since January 2026 and was subsequently appointed Company Secretary. Prior to joining the Company, Mr. Flahvin was a partner at an Australian national law firm in the area of corporate law from 1998 to January 2026. He has over 28 years’ experience at partner level practicing corporate law and working on transactions including initial public offerings, secondary offerings, compliance with relevant laws and listing rules as well as mergers and acquisitions. He has a Masters Degree in Law (Sydney University) and Bachelors degree in Accounting (University of Technology, Sydney). Directors
Andrew Penn
Andrew Penn Andrew Penn has been a Director of the Company since May of 2026. He currently serves as a Non-Executive Director of Coles Group Limited (ASX: COL) and is Chair of its Audit and Risk Committee. He is also Chair of Visit Victoria and a Senior Adviser with McKinsey & Company. Mr. Penn previously served as Chief Executive Officer and Managing Director of Telstra Corporation Limited (ASX: TLS) from 2015 to 2022, leading one of Australia’s largest telecommunications and technology companies through major strategic, operational, and technology transformation. Prior to Telstra, he was Chief Executive Officer of AXA Asia Pacific Holdings from 2006 to 2011, overseeing a large-scale financial services business across multiple Asia-Pacific markets. Mr. Penn has also served as Chair of the Expert Advisory Boards for Australia’s 2020 and 2023 National Cyber Security Strategies, reflecting significant experience in cyber risk governance and national digital resilience. In recognition of his contributions, he was appointed an Officer of the Order of Australia (AO) in the 2023 Australia Day Honours for distinguished service to business, charitable organizations, youth, and the arts. James Manning - see biography above under “Executive Officers”
Alastair Cairns
Alastair Cairns Alastair Cairns has been a Director of the Company since consummation of the Business Combination and of SharonAI Inc. since September of 2024. Previously, Mr. Cairns served as the Head of Asset Management, North America, at Linedata, a European listed financial software company, a position he held from July 2024 to November 2025. Previously, he was head of insights and marketplace at Addepar, a provider of reporting and analytics software to wealth managers, from 2017 until 2022. Prior to Addepar, he held executive positions at Credit Suisse from 2007 until 2016 in strategy, product and sales, in asset management and private banking. Alastair began his career at McKinsey & Company, where he rose to partner in the financial services practice. He holds degrees in Physics and Economics from Queen’s University in Canada and a Masters in Economics from the University of Chicago.
Peter Woodward
Peter Woodward Peter Woodward has been a Director of the Company since consummation of the Business Combination Mr. Woodward is the founder of MHW Capital Management, LLC, a position he has held since September 2005. From 1996 to 2005, Mr. Woodward was the Managing Director for Regan Fund Management, LLC. He served as the President and Chief Executive Officer and Director of Cartesian, Inc. from June 2015 to July 2018, and currently serves as Chairman of the Board and Chairman of the Audit Committee for TSS, Inc., as Chairman of the Board and Chairman of the Audit Committee for Precision Optics Corporation, and as the CEO of Innovative Power, LLC. Prior to founding MHW Capital Management, Mr. Woodward served as an economist for the Council of Economic Advisors at the White House. Mr. Woodward holds a BA in economics from Colgate University and a Masters of International Affairs with a concentration in international economics and finance from Columbia University. He is also a Chartered Financial Analyst.
Alexander Andrew Kelton
Alexander Andrew Kelton Alexander Andrew Kelton has been a Director of the Company since January 12, 2026. Mr. Kelton is a global business leader and professional board director with approximately 40 years’ experience in the information and communications technology arena. He has held senior roles in the United Kingdom, Europe, India, Australasia and the United States of America. Mr. Kelton currently serves as the Non-Executive Chairman at Leading Edge Data Centers, Non-Executive Chairman of Locate Technologies (ASX:LOC) and Non-Executive Director of Superloop. Mr. Kelton previously served as Chief Executive Officer of Superloop (ASX:SLC), Non-Executive Director of Megaport (ASX:MP1), Executive Vice President of T-Mobile (NASDAQ:TMUS), Managing Director of Telstra International (ASX:TLS) and Senior Vice President of Docusign (NASDAQ:DOCU).
Benjamin Adams
Benjamin Adams Benjamin Adams has been a Director of the Company since February 22, 2026. Mr. Adams is a public company general counsel, board and CEO adviser and global regulatory leader. He currently serves as the Executive Vice President, Chief Legal Officer and Corporate Secretary of The Western Union Company (NYSE: WU) where he advises its board of directors and board committees on corporate governance, fiduciary duties, SEC disclosure, executive compensation and enterprise risk while also leading Western Union’s global legal, regulatory, public policy, ethics and compliance, Intellectual Property and privacy functions. Mr. Adams previously served as the Vice President, Legal at PayPal Inc. (NASDAQ: PYPL), as Assistant General Counsel, Head of Legal Global Consumer Group at Microsoft Corporation (NASDAQ: MSFT), and as Head of Legal, Americas Region at Nokia Corporation (NYSE: NOK). Prior to going in-house, Mr. Adams was an attorney the law firm of Gibson, Dunn & Crutcher LLP. Our executive officers are elected annually and serve at the discretion of the Board of Directors. There are no family relationships among any of our executive officers and directors. There have been no material proceedings to which any director, executive officer or affiliate of the Company, any owner of record or beneficially of more than five percent of any class of voting securities of the Company, or any associate of any such director, executive officer, affiliate of the Company, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. There are no arrangements or understandings with another person pursuant to which any of our executive officers or directors were selected as an executive officer or director. None of our current directors or executive officers have been, during the past 10 years, involved in any legal proceedings required to be disclosed pursuant to Item 401(f) of Regulation S-K.
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION The following table provides certain information regarding compensation awarded to, earned by or paid to persons serving as our named executive officers during the year ended December 31, 2025.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table The following table sets forth compensation that our named executive officers earned during the years ended December 31, 2025 and 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary(3)(4)(5) | Bonus | Stock Awards(1)(9) | Non-Equity Incentive Plan Compensation | Nonqualified deferred compensation earnings | All Other Compensation | Total | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Wolfgang Schubert | 2024 | 129,133 | 0 | 313,053 | 0 | 0 | 7,503(7) | 449,689 | | Chief Executive Officer | 2025 | 276,818 | 25,363 | | 0 | 0 | 0 | 302,181 | | Tim Broadfoot | 2024 | 105,000 | 0 | 419,250 | 0 | 0 | 48,969(2)(6) | 573,219 | | Chief Financial Officer | 2025 | 110,250 | 25000 | | 0 | 0 | 85,995 | 221,245 | | Andrew Leece | 2024 | 170,100 | 0 | 419,250 | 0 | 0 | 33,127(2)(8) | 622,477 | | Chief Operating Officer | 2025 | 169,352 | 25000 | | 0 | 0 | 18,879 | 213,231 | | Nicholas Hughes-Jones | 2024 | 94,500 | 0 | 419,250 | 0 | 0 | 53,914(2)(6)(8) | 567,664 | | SVP Business Development) | 2025 | 45,676 | 0 | | 0 | 0 | 1,131,711 | 1,177,387 |
Summary Compensation Table
| (1) Stock awards are granted and represented at fair value based on the grant date but have not satisfied vesting conditions at the date of this report. Each RSU has a key business performance target that must be met and subsequent to achievement of this metric, vests after 12 months. | | (2) Includes Superannuation, a compulsory Australian defined benefit retirement scheme for employees |
Summary Compensation Table
| (3) AUD amounts are displayed in USD at an exchange rate of USD 0.63: AUD 1 | | (4) Salaries of executives that were employed by DSS prior to the acquisition of DSS are included in this FY24 table. | | (5) Please see the section entitled “Executive Employment Agreements” below | | (6) Amounts that are included in the engagement of the executive but paid under a contracting agreement | | (7) Includes amounts reimbursed or paid to US employees towards health fund fees. | | (8) Includes additional fees paid to named executive officers and director fees of DSS in the period | | (9) 2025 Grants have not been granted at the date of this report |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning unexercised options; stock that has not vested; and equity incentive plan awards for each of our named executive officers outstanding as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Number of securities underlying unexercised options | Option exercise price ($) | Option expiration date | Number of Shares, units of stock that have not Vested (#) | Market value of Shares, units of stock that have not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have Vested (#) | Market value of Shares, units of stock that have Vested ($) | | Wolfgang Schubert | - | - | - | - | - | 72,960 | $313,053 | - | - | | Nicholas Hughes-Jones | - | - | - | - | - | 97,710 | $419,250 | - | - | | Andrew Leece | - | - | - | - | - | 97,710 | $419,250 | - | - | | Timothy Broadfoot | - | - | - | - | - | 97,710 | $419,250 | - | - |
Director Compensation
Director Compensation The following table sets forth information concerning the compensation of our directors for the fiscal year ended December 31, 2025.
Director Compensation
| Name and Principal Position | Fees earned or paid in cash | Stock awards(2) | Option awards | Non-equity incentive plan compensation | Nonqualified deferred compensation earnings | All Other Compensation | Total | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | James Manning | | | | | | | | | Non-Executive Chairman | - | - | - | - | - | 210,735(1) | 210,735 | | Alastair Cairns | | | | | | | | | Director | 25,000 | - | - | - | - | - | 25,000 | | Brent Lanier | | | | | | | | | Director | 25,000 | - | - | - | - | - | 25,000 | | Wolf Schubert(3) | | | | | | | | | Director | - | - | - | - | - | - | - |
Director Compensation
| (1) Includes consulting contracts with MG Office Trust | | (2) Stock awards for 2025 have yet to be granted | | (3) Excludes compensation already listed in the executive remuneration table |
Director Compensation
Please see the section entitled “-Director and Officer Indemnification Agreements” for a description of material factors necessary to an understanding of the director compensation disclosed in the table above.
ELECTION OF CLASS I DIRECTORS
ELECTION OF CLASS I DIRECTORS The Corporate Governance and Nominating Committee of our Board of Directors has recommended for election at the 2026 Annual Meeting the two (2) Class I directors currently serving on our Board of Directors as Class I directors and identified below (“the nominees”) to serve until the 2029 annual meeting of stockholders or until their respective successors are elected and qualified. Each of the nominees has agreed to be nominated to be elected. Proxies cannot be voted for a greater number of persons than the number of nominees named. Set forth below is relevant information regarding the nominees.
Board Nominees (Class I Directors)
Board Nominees (Class I Directors)
Board Nominees (Class I Directors)
| Name | Current Position | Committee Roles | Age | Director Since | | Alastair Cairns | Independent Director | Audit and Risk Management Committee Member Compensation Committee Member Chairman of Corporate Governance and Nominating Committee | 53 | 2025 | | Benjamin Adams | Independent Director | None | 55 | 2026 |
Nominees
Nominees Alastair Cairns has been a Director of the Company since December 2025 and of SharonAI Inc. since September of 2024. Previously, Mr. Cairns served as the Head of Asset Management, North America, at Linedata, a European listed financial software company, a position he held from July 2024 to November 2025. Previously, he was head of insights and marketplace at Addepar, a provider of reporting and analytics software to wealth managers, from 2017 until 2022. Prior to Addepar, he held executive positions at Credit Suisse from 2007 until 2016 in strategy, product and sales, in asset management and private banking. Alastair began his career at McKinsey & Company, where he rose to partner in the financial services practice. He holds degrees in Physics and Economics from Queen’s University in Canada and a Masters in Economics from the University of Chicago. Benjamin Adams has been a Director of the Company since February 22, 2026. Mr. Adams is a public company general counsel, board and CEO adviser and global regulatory leader. He currently serves as the Executive Vice President, Chief Legal Officer and Corporate Secretary of The Western Union Company (NYSE: WU) where he advises its board of directors and board committees on corporate governance, fiduciary duties, SEC disclosure, executive compensation and enterprise risk while also leading Western Union’s global legal, regulatory, public policy, ethics and compliance, Intellectual Property and privacy functions. Mr. Adams previously served as the Vice President, Legal at PayPal Inc. (NASDAQ: PYPL), as Assistant General Counsel, Head of Legal Global Consumer Group at Microsoft Corporation (NASDAQ: MSFT), and as Head of Legal, Americas Region at Nokia Corporation (NYSE: NOK). Prior to going in-house, Mr. Adams was an attorney the law firm of Gibson, Dunn & Crutcher LLP. There are no family relationships between any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer.