DEF 14A of Public Policy Holding Company, Inc., Apr 17, 2026

DEF 14A of Public Policy Holding Company, Inc.

Filed Apr 17, 2026 · FY20250001628280-26-025754

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors currently consists of nine directors, who are divided into three classes with staggered three-year terms. The current Class I directors are G. Stewart Hall, Keenan Austin Reed and Kimberly White; the current Class II directors are Kathleen L. Casey, Roeland Smits and Benjamin Ginsberg; and the current Class III directors are Simon Lee, Zachary W. Williams and Charles D. Brown. At the Annual Meeting, the Class II directors named above are standing for election, each for a three-year term. The terms of office of directors in Class I and Class III do not expire until the annual meetings of stockholders to be held in 2028 and 2027, respectively. The Board of Directors has nominated Kathleen L. Casey, Roeland Smits and Benjamin Ginsberg for election as Class II directors at the Annual Meeting. Directors are elected by a plurality of the votes cast. The three director nominees receiving the highest number of “FOR” votes will be elected. If elected at the Annual Meeting, the nominees will serve until our 2029 annual meeting of stockholders and until their successors have been elected and qualified or until they resign, die, are disqualified or are removed from the Board of Directors. The nominees have consented to serve as director, if elected. We have no reason to believe that any of the nominees will be unable or unwilling to serve as director. If, however, a nominee is unavailable for election, your proxy authorizes us to vote for a replacement nominee if the Board of Directors names one. The Board of Directors recommends a vote “FOR” each of the director nominees named above.

  2. Board Snapshot

    Board Snapshot The following table provides summary information about each of the Company’s director nominees and each continuing director. Our directors serve staggered three-year terms, with approximately one-third of directors elected at each annual general meeting of our stockholders.

  3. Board Snapshot

    | Name | Age | Director Since | Independent | Class | Current Term Expires | AC | CC | NCGC | | Company’s Director Nominees* | | | | | | | | | | Kathleen L. Casey | 59 | 2026 | X | II | 2026 | M | | C | | Roeland Smits | 55 | 2023 | | II | 2026 | | | | | Benjamin Ginsberg | 74 | 2021 | X | II | 2026 | M | | M | | Continuing Directors | | | | | | | | | | George Stewart Hall | 60 | 2021 | | I | 2028 | | | | | Simon Lee★ | 65 | 2021 | X | III | 2027 | | M | M | | Zachary Williams | 48 | 2021 | | III | 2027 | | | | | Keenan Austin Reed (née Keenan N. Austin) | 42 | 2023 | | I | 2028 | | | | | Kimberly White | 61 | 2021 | X | I | 2028 | | C | M | | Charles D. Brown♦ | 65 | 2026 | X | III | 2027 | C | M | |

  4. Board Snapshot

    | * | If elected, term will expire in 2029. | AC | Audit Committee | | ★ | Chairperson of the Board | CC | Compensation Committee | | ♦ | Financial Expert | NCGC | Nominating and Corporate Governance Committee | | C | Chairperson of Committee | | | | M | Member of the Committee | | |

  5. Company Director Nominees and Continuing Director Biographies

    Company Director Nominees and Continuing Director Biographies The following is a brief biographical summary of the experience of the Company’s director nominees and continuing directors. Kathleen L. Casey has served as a non-executive director on our Board of Directors, Chairperson of our Nominating and Corporate Governance Committee, and member of our Audit Committee effective immediately prior to the listing of our Common Stock on Nasdaq. Kathleen has more than 30 years of experience in various senior government and private sector leadership roles and, from 2006 to 2011, she served as a Commissioner of the SEC. In this capacity, she also served in several international leadership positions, including Chair of the International Organisation of Securities Commissions’ (“IOSCO”) Technical Committee and Co-Chair of the CPSS-IOSCO Review of Standards, IOSCO OTC Derivatives Task Force, IOSCO Task Force on Supervisory Cooperation, and Financial Stability Board Working Group on Provisioning. Since leaving the SEC in 2011, Kathleen has served as a non-executive director on several corporate boards including HSBC Holdings plc (NYSE: HSBC) until 2020 and as a US director of Sepio Systems, Inc. until March 2026. Some of her current positions include serving as an independent board member on the governing board of the Center for Audit Quality since 2024, advisory board member of Sterman Masser, Inc. since 2024, and independent director on the board of the Federal Home Loan Mortgage Corporation (OTCQB: FMCC) since 2019, where she serves on several committees. She received a Juris Doctor (J.D.) from George Mason University Antonin Scalia Law School and a B.A. in international politics from The Pennsylvania State University. Roeland Smits has served as our Chief Financial Officer and a member of our Board of Directors since September 2023. Mr. Smits joined PPHC in May 2022 as Deputy Chief Financial Officer with a strong focus on driving the company’s mergers and acquisitions (M&A) agenda. Prior to joining PPHC, Mr. Smits spent 12 years in various CFO roles at Kantar, co-owned by WPP and Bain Capital, where most recently he was CFO of Kantar Americas from 2012 until joining us. Before joining Kantar, Mr. Smits spent 6 years leading the North American M&A team of WPP. Also, Mr. Smits spent 8 years working in private equity, most notably for HAL investments BV, a publicly listed family fund in the Netherlands. Benjamin Ginsberg has served as a non-executive director on our Board of Directors, and as a member of our Audit Committee and our Compensation Committee (until January 2026), since December 2021. Effective immediately prior to our listing on Nasdaq, Mr. Ginsberg became a member of our Nominating and Corporate Governance Committee. Prior to joining PPHC, Mr. Ginsberg was most recently a political law partner at international law firm Jones Day before retiring in August 2020. Prior to that, he served as national counsel to the Bush-Cheney presidential campaigns in 2000 and 2004, as well as the Romney for president campaigns of 2008 and 2012. He joined Patton Boggs, a full-service global law firm, in 1993 after serving eight years as counsel to the Republican National Committee, the Republican Senatorial Committee and the Republican Congressional Committee. Mr. Ginsberg is counsel to the Republican Governors Association. Simon Lee has served as a non-executive director and Chairperson of our Board, Chairperson of our Audit Committee (until January 2026) and a member of our Compensation Committee since December 2021. Immediately prior to our listing on Nasdaq, Mr. Lee became a member of our Nominating and Corporate Governance Committee. Outside of his work with PPHC, Mr. Lee is Chair of Brit Syndicates, where he has been a director since 2016, and the Advisory Board of Perfect Cellar. He is Non-Executive Director of Fairfax International (Barbados) Ltd, Fairfax Asia Ltd, Falcon Insurance Ltd, SingaporeRe Ltd and TP24 AG. Until December 2013, he served as group chief executive of RSA Insurance Group plc, a FTSE 100 insurer. Mr. Lee also spent 17 years with NatWest Group where he held a number of senior leadership positions, including CEO of NatWest Offshore, Head of US Retail Banking, CEO NatWest Mortgage Corporation (US) and Director of Global Wholesale Markets. George Stewart Hall is a co-founder of the Company and of Crossroads Strategies. In 2014, Crossroads Strategies was merged to form PPHC-LLC, where Mr. Hall served as CEO and Managing Partner. Mr. Hall has served as our Chief Executive Officer and a member of our Board of Directors since our founding in 2014 and as a member of our Board of Directors since PPHC's incorporation in February 2021. Mr. Hall has extensive experience in both the public and private sectors. He co-founded Federalist Group in 1999, which was acquired by Ogilvy Public Relations (WPP) in 2005. Prior to that, he served as Legislative Director to Senator Richard Shelby (R-AL) from 1992-1996, working across defense policy, appropriations and financial services committees. Zachary Williams has served as an executive director on our Board of Directors since December 2021 and is managing partner at our Forbes Tate Partners member company, a full-service government and public affairs advocacy firm that became part of PPHC in 2014. Prior to Forbes Tate Partners, he was a founder and managing partner of Cauthen Forbes and Williams. Keenan Austin Reed (née Keenan N. Austin) has served as an executive director on our Board of Directors since December 2023. Ms. Austin is a global leader on policy and politics, and serves as a senior advisor to PPHC. Ms. Austin is known for mobilizing her immense network and building brands and coalitions to advance the goals of her clients and the broader Capitol Hill community. Ms. Austin is also a principal at our Alpine Group member company, a top 20 lobbying firm in Washington, D.C.. She joined Alpine Group in 2021 and rose swiftly to the firm’s leadership. Prior to joining Alpine Group in 2021, she was the Chief of Staff to US Representative Donald McEachin. Recently, Ms. Austin was named “Lobbyist of the Year” by the prestigious Washington Government Relations Group. Ms. Austin is also the founder and chair of Black Women Leading, a 501(c)(3) organization that supports the empowerment of Black women in public service, notably the Black Women’s Congressional Alliance (BWCA). Kimberly White has served as a non-executive director on our Board of Directors, and as Chairperson of our Compensation Committee and a member of our Audit Committee (until January 2026), since December 2021. Effective immediately prior to our listing on Nasdaq, Ms. White became a member of our Nominating and Corporate Governance Committee. Ms. White is Senior Vice President and Chief Corporate Affairs Officer of Generate:Biomedicines, a company focused on the application of AI to drug discovery founded by Flagship Pioneering. Prior to that through September 2023, Ms. White worked in the Alphabet ecosystem serving as a senior communications advisor to Verily and Isomorphic Labs, two of Alphabet’s “bets” in healthcare. Ms. White has served as Chief Communications Officer for a number of public companies including CVS Health from April 2020 until April 2021, Vertex Pharmaceuticals and Baxter. In addition to her corporate roles, she held senior leadership roles at Edelman and Ogilvy over a 20+ year agency career.

  6. Company Director Nominees and Continuing Director Biographies

    Charles D. Brown has served as a non-executive director on our Board of Directors, Chairperson and financial expert of our Audit Committee, and member of our Compensation Committee effective immediately prior to the listing of our Common Stock on Nasdaq. He has spent over 24 years at Fitch Group, Inc., a global financial data and information company, and its principal subsidiary, Fitch Ratings, Inc., one of the largest international credit rating agencies, most recently as the Chief Legal Officer and member of the executive committee, responsible for all legal matters, risk management, and government and regulatory relations. During his time with Fitch, he also served as Chief Compliance Officer for Fitch Ratings and, later, as Chief Credit Officer. Mr. Brown is an experienced lawyer and executive specializing in financial analysis, risk management, credit ratings, securities law, financial reporting, capital markets, structured finance, mergers and acquisitions, compliance, government and regulatory relations, and corporate governance. He is an independent, non-executive director at DBRS Inc., DBRS Ratings Limited, DBRS Ratings GmbH, and their credit rating agency affiliates, the worldwide credit rating agency that is a subsidiary of Morningstar, Inc. (NASDAQ: MORN), a leading global provider of independent investment insights. Mr. Brown holds a bachelor of science degree in economics and finance from the Fordham University Gabelli School of Business and a Juris Doctor (J.D.) from the Fordham University School of Law.

  7. Our Board of Directors

    Our Board of Directors Our Board of Directors oversees the management of our business and serves as the ultimate decision-making body of the Company, except for those matters reserved to our stockholders. The Board of Directors oversees our management team, to whom it has delegated responsibility for our day-to-day operations. While the Board’s oversight role is broad and may concentrate on different areas from time to time, its primary areas of focus are strategy, oversight, governance and compliance, as well as assessing management. Our Board of Directors consists of nine members, as set forth in the table above. Pursuant to our Certificate of Incorporation, our Board of Directors is divided into three classes, as nearly equal in number as possible, designated: Class I, Class II and Class III, with the classes elected to staggered three-year terms. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by our Board of Directors, with the number of directors in each class to be divided as nearly equal as reasonably possible. Our Certificate of Incorporation and Second Amended and Restated Bylaws do not limit the number of terms a member may be re-elected as a director. Each of our four executive directors—George Stewart Hall, Roeland Smits, Zachary Williams and Keenan Austin Reed—are parties to an executive employment agreement with us. Each of our five non-executive directors—Simon Lee, Kimberly White, Benjamin Ginsberg, Kathleen L. Casey, and Charles D. Brown —are parties to a letter of appointment. William Chess, who served as a non-executive director of the Company until September 29, 2025, was, and remains, party to a consulting agreement, as described below. (For additional information on executive employment agreements and director appointment and consulting agreements, see “Executive Compensation”).

  8. Policies and Practices Related to the Timing of Grants of Certain Equity Awards

    Policies and Practices Related to the Timing of Grants of Certain Equity Awards The Compensation Committee may grant equity-based awards under our incentive plan (the “Omnibus Incentive Plan”) to officers, directors and employees in the form of restricted stock units (“RSUs”), restricted stock awards (“RSAs”) or options to acquire shares of our Common Stock. Options granted under the Omnibus Incentive Plan generally vest 100% on the 3rd anniversary of the relevant grant date. RSUs typically vest on a fixed schedule, with 1/3 vesting on each anniversary of the relevant grant date (so that 100% will have vested within three years), and RSAs typically vest 100% on the anniversary of the relevant grant date. Consistent with the Company’s dealings and insider trading policy, equity awards are granted only during periods when the relevant participants and approving authorities are not in possession of material non‑public information. We do not schedule the grant of stock options or other equity awards in anticipation of the disclosure of material nonpublic information, and we do not schedule the disclosure of material nonpublic information based on the timing of grants of stock options or other equity awards. In the year ended December 31, 2025, during which we were not yet a reporting Company under the Exchange Act, we did not award any Company securities to a named executive officer in any period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information, and ending one business day after the filing or furnishing of such report.

  9. Involvement in Certain Legal Proceedings

    | Name(1) | Fees earned or paid in cash | All other compensation | Total | | Simon Lee | $120,000 | $— | $120,000 | | William Chess(2) | $— | $— | $— | | Benjamin Ginsberg | $80,000 | $— | $80,000 | | Kimberly White | $80,000 | $— | $80,000 |

  10. Consulting Agreement of William Chess (Non-Executive Director)

    Consulting Agreement of William Chess (Non-Executive Director) Pursuant to an agreement with PPHC dated August 1, 2021 (effective beginning at the time of our UK IPO on December 16, 2021), Mr. Chess was employed by PPHC as Chief Financial Officer. On July 2, 2023, Mr. Chess was appointed Chief Administrative Officer. Effective July 1, 2024, Mr. Chess retired as our Chief Administrative Officer. Pursuant to an agreement with PPHC dated July 1, 2024, Mr. Chess serves as a consultant to us. The monthly fee payable by us to Mr. Chess as a consultant to the Company is $10,000. With respect to the year ending December 31, 2024, during which Mr. Chess served as an executive and non-executive director of the Company, Mr. Chess received an annual salary of $450,000. In addition, with respect to such year, Mr. Chess received awards under our Omnibus Incentive Plan consisting of (i) 17,438 restricted shares of our Common Stock (3,488 on an adjusted basis after giving retrospective effect to the 5 to 1 reverse stock split, which became effective October 2, 2025 (the “2025 Reverse Stock Split”)), and (ii) 100,000 shares (20,000 on an adjusted basis after giving retrospective effect to the 2025 Reverse Stock Split) of our Common Stock as a result of previously issued RSUs vesting. Also, with respect to the year ended December 31, 2024, Mr. Chess purchased 25,000 shares (5,000 on an adjusted basis after giving retrospective effect to the 2025 Reverse Stock Split) of our Common Stock. Mr. Chess became a stockholder of the Company upon receiving shares in connection with the Company’s pre-UK IPO reorganization on December 10, 2021. Mr. Chess resigned as director on September 29, 2025. In addition, his consulting agreement expired in December 2024, but has been extended by oral agreement on a month-to-month basis under an arrangement approved by our Compensation Committee.

  11. Appointment Agreement of Simon Lee (Non-Executive Director and Chairperson)

    Appointment Agreement of Simon Lee (Non-Executive Director and Chairperson) Pursuant to a letter of appointment with PPHC dated December 13, 2021, as amended on January 28, 2026, Mr. Lee serves as non-executive Chairperson of our Board of Directors and member of the Board’s Nominating and Corporate Governance Committee. With respect to the year ended December 31, 2025, Mr. Lee received an annual fee of $120,000. With respect to the year ended December 31, 2024, Mr. Lee also received $2,000 in additional compensation. The current annual fee payable by us to Mr. Lee is $240,000 per annum before tax, comprising $120,000 in cash and $100,000 in RSUs vesting on the first anniversary of the grant date.

  12. Appointment Agreement of Kimberly White (Non-Executive Director)

    Appointment Agreement of Kimberly White (Non-Executive Director) Pursuant to a letter of appointment with PPHC dated December 13, 2021, as amended on January 28, 2026, Ms. White serves as a non-executive director of PPHC and chairperson of the board’s Compensation Committee, and member of Nominating and Corporate Governance Committee. With respect to the year ended December 31, 2025, Ms. White received an annual fee of $80,000. With respect to the year ended December 31, 2024, Ms. White also received $2,000 in additional compensation. The current annual fee payable by us to Ms. White is $200,000 per annum before tax, comprising $100,000 in cash and $100,000 in RSUs vesting on the first anniversary of the grant date.

  13. Appointment Agreement of Benjamin Ginsberg (Non-Executive Director)

    Appointment Agreement of Benjamin Ginsberg (Non-Executive Director) Pursuant to a letter of appointment with PPHC dated December 13, 2021, as amended on January 28, 2026, Mr. Ginsberg serves as a non-executive director of the Company and a member of the Audit Committee and Nominating and Corporate Governance Committee. With respect to the year ended December 31, 2025, Mr. Ginsberg received an annual fee of $80,000. With respect to the year ended December 31, 2024, Mr. Ginsberg also received $2,000 in additional compensation. The current annual fee payable by us to Mr. Ginsberg is $180,000 per annum before tax, comprising $80,000 in cash and $100,000 in RSUs vesting on the first anniversary of the grant date.

  14. Appointment Agreement of Kathleen Casey (Non-Executive Director)

    Appointment Agreement of Kathleen Casey (Non-Executive Director) Pursuant to a letter of appointment with PPHC dated January 28, 2026, Ms. Casey has served since such date as a non-executive director of the Company and on the Audit Committee and as Chairperson of the Nominating and Corporate Governance Committee. The annual fee payable by us to Ms. Casey is $200,000 per annum before tax, comprising $100,000 in cash and $100,000 in RSUs vesting on the first anniversary of the grant date.

  15. Appointment Agreement of Charles Brown (Non-Executive Director)

    Appointment Agreement of Charles Brown (Non-Executive Director) Pursuant to a letter of appointment with PPHC dated January 28, 2026, Mr. Brown has served since such date as a non-executive director of the Company and on the Compensation Committee and as Chairperson of the Audit Committee. The annual fee payable by us to Mr. Brown is $210,000 per annum before tax, comprising $110,000 in cash and $100,000 in RSUs vesting on the first anniversary of the grant date.

  16. Director Compensation Policy

    Director Compensation Policy Until January 2026, decisions regarding the compensation of our executive directors were made by our prior Remuneration Committee, and decisions regarding the compensation of non-executive directors were made by the executive directors in accordance with the terms of reference for the Remuneration Committee. Effective January 2026, we have established a Compensation Committee and our executive compensation programs, policies and practices for our directors and executive officers are subject to the review and approval of the Compensation Committee. Under our Compensation Committee charter, the compensation Committee is responsible for setting and reviewing the compensation of our directors and executive officers or individuals party to a key principal agreement with the Company. The Compensation Committee is also responsible for evaluating the performance of the chief executive officer and determining and approving the chief executive officer’s annual salary, bonus, equity incentives, long-term incentives and other benefits in accordance with such chief executive officer’s key principal agreement. No director or member of management may be involved in any discussions as to their own compensation (including with respect to any options).

  17. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table and related footnotes show the compensation paid to our named executive officers during each of the years ended December 31, 2025 and 2024.

  18. 2025 Summary Compensation Table

    | Name and principal position | Year | Salary ($) | Bonus ($) | Stock awards ($)(1) | All other compensation ($)(2) | Total ($) | | George Stewart Hall, | 2025 | 833,327 | - | 289,630 | 24,541 | 1,147,497 | | Chief Executive Officer | 2024 | 799,992 | 333,500(4) | 87,940 | 36,850 | 1,258,282 | | Roeland Smits, | 2025 | 475,000 | 172,000(3) | 149,932 | 11,058 | 807,991 | | Chief Financial Officer | 2024 | 425,000 | 216,250(4) | 132,069 | 14,216 | 787,535 | | Neal Strum, | 2025 | 450,000 | 144,000(3) | 143,045 | 8,780 | 745,826 | | Chief Legal Officer | 2024 | 450,000 | 202,500(4) | 133,203 | 9,631 | 795,334 |

  19. 2025 Summary Compensation Table

    __________________ Notes to table: (1)Stock awards comprise, in each case, the aggregate grant date fair value of all RSAs and RSUs issued to the person listed in the year indicated. (2)All other compensation comprises, in each case, (i) premiums paid by the Company for a Company sponsored life insurance policy for the person listed; and (ii) all dividends paid to the person listed during the year indicated in respect of shares of Common Stock, RSAs or RSUs held by such person that were originally issued to them under the Omnibus Incentive Plan. (3)Comprises a cash bonus amount paid in the year ended December 31, 2025 in respect of the named executive officer’s performance in the year ended December 31, 2024. In accordance with the terms of our annual bonus program (see “— Annual Bonus Program,” below), in March, 2026, our Compensation Committee awarded $390,000 to George Stewart Hall, $222,000 to Roeland Smits and $210,000 to Neal Strum in respect of the year ended December 31, 2025. (4)Comprises a cash bonus amount paid in the year ended December 31, 2024 in respect of the named executive officer’s performance in the year ended December 31, 2023.

  20. Outstanding Equity Awards at End of 2025 Fiscal Year

    Outstanding Equity Awards at End of 2025 Fiscal Year The following table and related footnotes show the unexercised stock options, unvested RSUs and unvested RSAs held by our named executive officers as of December 31, 2025, each presented on an adjusted basis after giving effect to the 2025 Reverse Stock Split.

  21. Outstanding Equity Awards at End of 2025 Fiscal Year

    | | Option Awards | | | | Stock Awards | | | Name | Number of Shares of Common Stock underlying exercisable unexercised options | Number of Shares of Common Stock underlying unexercisable unexercised options | Option exercise price ($) | Option expiration date | Unvested shares or units of Common Stock | Market value of unvested shares or units of Common Stock ($) | | George Stewart Hall | 10,000 | — | 11.9(4) | May 16, 2032 | 293,838(1) | 4,194,543 | | Roeland Smits | 20,000 | — | 11.70(5) | Oct 11, 2032 | 34,306(2) | 489,719 | | Neal Strum | 20,000 | — | 11.9(4) | May 16, 2032 | 33,549(3) | 478,913 |

  22. Outstanding Equity Awards at End of 2025 Fiscal Year

    __________________ Notes to table: (1)Comprises 261,513 shares of Common Stock, 241,513 of which are scheduled to vest on December 16, 2026 and 20,000 of which are scheduled to vest on June 1 ,2026; 6,667 RSUs, all of which are scheduled to vest on October 3, 2026; 13,334 RSUs, one-half of which are scheduled to vest on each of June 26, 2026 and June 26, 2027 and 12,324 RSUs one-third of which are scheduled to vest on each of June 1, 2026, June 1 2027 and June 1, 2028. (2)Comprises 4,648 shares of Common Stock all of which are scheduled to vest on June 1, 2026; 6,667 RSUs all of which are scheduled to vest on October 3, 2026; 10,667 RSUs, half of which are scheduled to vest on each of June 26, 2026 and June 26, 2027 and 12,324 RSUs one-third of which are scheduled to vest on each of June 1, 2026, June 1 2027 and June 1, 2028 . (3)Comprises 3,891 shares of Common Stock, all of which are scheduled to vest on June 1, 2026; 6,667 RSUs all of which are scheduled to vest on October 3, 2026; 10,667 RSUs, half of which are scheduled to vest on each of June 26, 2026 and June 26, 2027 and 12,324 RSUs one-third of which are scheduled to vest on each of June 1, 2026, June 1, 2027 and June 1, 2028. (4)The exercise price of each option is denominated in GBP, and was £8.85 per share (on an adjusted basis after giving effect to the 2025 Reverse Stock Split) for the options listed. The US dollar value indicated has been calculated using a GBP to US dollar exchange rate as of December 31, 2025 of 1.00 to 1.35. (5)The exercise price of each option is denominated in GBP, and was £8.70 per share (on an adjusted basis after giving effect to the 2025 Reverse Stock Split) for the options listed. The US dollar value indicated has been calculated using a GBP to US dollar exchange rate as of December 31, 2025 of 1.00 to 1.35. Equity Compensation Plan Information

  23. Indemnification Agreements with Directors and Executive Officers

    Indemnification Agreements with Directors and Executive Officers On January 28, 2026, the Company entered into indemnification agreements (the “Indemnification Agreements”) with each of our directors and executive officers. Pursuant to the Indemnification Agreements, the Company shall indemnify each director and executive officer if they are threatened to be made or are made party to proceedings by reason of their corporate status. The Company shall also indemnify each director and executive officer for certain expenses made by reason of their corporate status. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Form of Indemnification Agreement, which was filed as Exhibit 10.4 to our current report on Form 8-K filed with the SEC on February 2, 2026. Other than the appointment letters entered into between the Company and each of Charles D. Brown, Kimberly White, Simon Lee, Kathleen L. Casey, and Benjamin Ginsberg, and the Indemnification Agreements described above, the independent members of the Board are not party to any arrangement or understanding with any person pursuant to which they were appointed as director, nor are they parties to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.