DEF 14A of Red Cat Holdings, Inc., Apr 30, 2026

DEF 14A of Red Cat Holdings, Inc.

Filed Apr 30, 2026 · FY20250001628280-26-028755

Open on EDGAR

  1. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS At the recommendation of our Nominating and Governance Committee, our Board of Directors proposes that each of the five nominees named below be elected as a director to serve until our next annual meeting of stockholders or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. Each of the nominees is a current director and all have consented to serving as a nominee, being named in this Proxy Statement, and serving on the Board if elected. Each director elected at the Annual Meeting will be elected to serve a one-year term. If any nominee becomes unavailable or unable to serve before the Annual Meeting, the Board of Directors may determine to leave the position vacant, reduce the number of authorized directors or designate a substitute nominee. If a substitute nominee is named, then the persons named as proxies will have full discretion and authority to vote or refrain from voting for such substitute nominee in their discretion. There are no family relationships between any directors, director nominees and executive officers of Red Cat, and there are no arrangements or understandings between any nominee and any other person pursuant to which such nominee was or is selected as a director or nominee.

  2. NOMINEES TO OUR BOARD OF DIRECTORS

    NOMINEES TO OUR BOARD OF DIRECTORS The nominees, their ages as of April 30, 2026, and biographical information are set forth below: Jeffrey M. Thompson, Director, President and Chief Executive Officer, Age 61 Jeffrey Thompson has been President and Chief Executive Officer of the Company since May 15, 2019. Mr. Thompson is a Co-Founder of Unusual Machines, Inc. (NYSE American: UMAC) and has served as a director since the company was incorporated in July 2019. In December 1999, Mr. Thompson founded Towerstream Corporation (Nasdaq: TWER), a fixed-wireless fiber alternative company delivering high-speed internet access to businesses, and served as its president, chief executive officer and a director from November 2005 to February 2016. In 1994, Mr. Thompson founded EdgeNet Inc., a privately held Internet service provider (which was sold to Citadel Broadcasting Corporation in 1997) and became eFortress in 1999. Mr. Thompson holds a B.S. degree from the University of Massachusetts. Mr. Thompson’s management and public company experience and his role as President and Chief Executive Officer of the Company, led to his appointment as a director. Joseph Freedman, Director, Age 60 Mr. Freedman is an operator, founder, and board leader with a 30-year record of building businesses to market-leading positions across multiple sectors, including fintech, proptech, financial services, and unmanned systems and robotics. His career includes mergers and acquisitions, operational turnarounds, and the strategic wind-down of an underperforming business. He has led three companies to sales to NYSE-listed, private equity, and strategic acquirers, and five companies he led collectively earned 15 placements on the Inc. 500/5000 list, including one in the top 100. Mr. Freedman has served as a director of Red Cat Holdings, Inc. (Nasdaq: RCAT) since April 2021 and as Lead Independent Director from April 2023 to April 2026. In April 2026, he was appointed Chief Executive Officer of Dronazon Corporation, a private autonomous air cargo logistics company, and resigned from his independent director designation and committee assignments in connection with that appointment. He continues to serve on the Board and on the Special Committee. Since 2023, he has also served on the board of Beeline Holdings, Inc. (Nasdaq: BLNE), a digital home lending and title platform. He previously co-founded and led Peachtree Tents & Events Holdings (2006–2023), RFx Legal, LLC, Richmond Title, LLC, and AMICUS Legal Staffing, Inc., each of which was subsequently sold. Mr. Freedman serves as Governance Chair of the Entrepreneurs' Organization (EO) Nashville Chapter, where he previously served as President, and in 2022 founded Drones For Good Worldwide, a nonprofit deploying unmanned aerial systems in humanitarian response. Mr. Freedman holds a B.S. in Finance from Louisiana State University and a J.D. from Northwestern California University School of Law, and is NACD Directorship Certified. The Board believes Mr. Freedman's qualifications to serve include his experience in corporate governance, mergers and acquisitions, finance, and operational leadership of growth-stage companies. Nicholas Liuzza Jr., Director, Age 60 Nicholas Liuzza Jr. has been a director of the Company since June 1, 2019. Mr. Liuzza is the Co-Founder and Chief Executive Officer of Beeline Holdings, Inc. (Nasdaq: BLNE), a digital home lending and title platform designed to streamline the financing process. Previously, Mr. Liuzza founded Linear Title & Closing, Ltd, a highly automated, and one of the largest, private national title agencies in the U.S in 2005. In 2012, he founded Nexgen Mortgage Services. Both companies merged with Real Matters and went public on the Toronto Stock Exchange (TSX: REAL) in 2018 at a $1 billion valuation. Nick served as Executive Vice President of Real Matters, Inc. and exited in 2020 to work for Beeline Holdings, Inc.. Mr. Liuzza founded New Age Nurses, a healthcare staffing company which he grew into a national provider of healthcare personnel services which became the platform for a reverse merger which listed on the OTC upon its acquisition in 2003 by Crdentia. Prior thereto, Mr. Liuzza was Executive Vice President of AMICUS Legal Staffing, a national staffing services provider with a specialization in real estate transactions. Mr. Liuzza started his career with Xerox Corporation in 1988. Mr. Liuzza’s more than 20 years of experience as an entrepreneur in the software industry and his sales and software development experience led to his appointment as a director. Christopher R. Moe, Director, Age 70 Christopher R. Moe has been a director of the Company since February 2022. In 2025, Mr. Moe joined the board of Datacentrex (NASDAQ: DTCX) as an independent director and chair of the company's audit committee. Since October 2024 he has served as the Chief Financial Officer of Beeline Holdings, Inc. (Nasdaq: BLNE), a digital home loan lending and title platform designed to streamline the financing process. Previously, he was the Chief Financial Officer and Director of Yates Electrospace Corporation, a heavy payload autonomous cargo delivery UAS producer. Earlier, he was the Chairman, Chief Executive Officer, and co-founder of ProBrass Inc., a rifle brass cartridge case manufacturing company that Vairog US acquired. Previously, he was the Chief Financial Officer of Vectrix Holdings Limited, a subsidiary of GP Industries Ltd (G20:SGX), an international developer and manufacturer of electric motorcycles, and the Chief Financial Officer and Director of Mission Motor Company, a company focused on advanced EV and hybrid powertrains for automobile and power sports applications. He has served as the Chief Financial Officer and Director of Vectrix Corporation (LSE: VRX), Managing Director of GH Ventures, Managing Director of Kirkland-Ft. Worth Investment Partners, Chief Executive Officer of St. Louis Ship Industries, Vice President of Wasserstein, Perella & Co.’s merchant banking fund, and Vice President/Area Head with Citicorp’s Leveraged Capital Group. He serves on the Advisory Board of Innovate Newport and is Trustee Emeritus of The Pennfield School. He is the former Vice Chairman of the Choir School of Newport County and former Treasurer of the Zabriskie Memorial Church of Saint John the Evangelist. He served as a Captain of United States Marines and deployed with the 31st Marine Expeditionary Unit twice to the Western Pacific and Indian Ocean. He holds a BA degree in English from Brown University and an MBA from the Harvard Business School. Mr. Moe’s experience in operational finance, and with venture capital, private equity, M&A, and corporate finance transactions, both as agent and principal, with a focus on transportation, provide the basis upon which the Company appointed him to the Board. General (R) Paul E. Funk II, Director, Age 64

  3. NOMINEES TO OUR BOARD OF DIRECTORS

    General Funk served as an officer in the United States Army for forty-two years, where he served in various command and staff positions, to include command at every level, Company through Corps, including four Joint and Multi-National Commands and six combat deployments. General Funk has had four decades of experience in training management, including scheduling, resourcing, coordinating, and equipping at all echelons of the Army. From June 2019 to November of 2022, General Funk served as Commander of the United States Army Training and Doctrine Command. In that position, he led the people component of the United States Army, guiding the development of citizens into professional soldiers and leaders. He was responsible for a budget in excess of $4 billion and approximately 60,000 personnel including 1,200 ROTC and 1,800 JROTC programs. In addition, he served as Chancellor of Army University, which consists of 32 Army schools organized under 10 Centers of Excellence that recruit, train, and educate more than 900,000 soldiers and service members annually. He was also the Leader of CAC-T (Combined Arms Center – Training) which covers the Mission Command Training Program, the National Simulation Center, and Combat Training Centers. From March of 2017 to June of 2019, General Funk was a Commander of III Corps and Fort Hood, and Operation Inherent Resolve. In that position, commanded four combat divisions, a sustainment command, a cavalry regiment, a fires brigade, and multiple enabler units that equate to almost 100,000 soldiers on five installations. General Funk deployed and led a coalition comprising over 72 nations in the fight against ISIS in Iraq and Syria for thirteen months. For his service in Operation Inherent Resolve, he was awarded the Defense Distinguished Service Medal – the United States’ 4th highest honor – for outstanding leadership in combat. From September 2015 to December 2017, General Funk served as Assistant Deputy Chief of Staff for the United States Army, where he was responsible for current and future operations, planning and training for the entire Army, including integration of policy, doctrine, and training. General Funk currently serves as a member of the Boards of Advisors for ColdQuanta, Inc., DBA Infleqtion (a multi-platform quantum technology company), First Tee (a non-profit youth development organization), and Roger Bank. He is an Executive in Residence at Texas A&M Central Texas and an advisor to the Vice President of Research at the University of Utah. General Funk earned a B.A. in Communications and Public Information as well as an honorary Doctorate in Humanities from Montana State University and an M.S. in administration from Central Michigan University, and he completed a Senior Service College Fellowship at the University of Texas at Austin, Institute for Advanced Technologies. General Funk’s distinguished career as an Army commander, including his extensive experience in leading significant military operations and personnel organizations, as well as his experience in managing large military budgets, provide the basis upon which the Company appointed him to the Board.

  4. How is executive compensation determined?

    How is executive compensation determined? The compensation of our named executive officers is designed to tie a significant percentage of an executive’s compensation to the attainment of financial and other performance measures that the Board believes promote the creation of long-term stockholder value and position the Company for long-term success. As described more fully in the “Executive Compensation” section of this Proxy Statement, the mix of fixed and performance-based compensation, the terms of long-term incentive awards and the terms of executives’ employment agreements are designed to enable the Company to attract, motivate and retain key executives crucial to our long-term success while, at the same time, creating a close relationship between performance and compensation. The Compensation Committee and our Board believe that the design of the current compensation practices, and hence the compensation awarded to our named executive officers under the current compensation practices, fulfills this objective. The Compensation Committee, with support from its external, independent compensation consultant, develops and administers our executive compensation program. The Compensation Committee bases compensation on scope of responsibility, market data from peer companies, and individual performance. The Compensation Committee considers an executive officer’s scope of duties and responsibilities to establish a compensation scheme that is both competitive and equitable, and promotes the executive officer’s long-term engagement and high performance. Each year, the Compensation Committee, with support from its external, independent compensation consultant, identifies a group of peer companies comparable in size, organizational structure, and complexity, and considers such market compensation when setting each component of compensation for our executive officers. The Compensation Committee also considers each individual executive officer’s contribution toward the Company’s annual performance plan goals which are set in advance and approved by our Board. Although the vote on this proposal is advisory (non-binding), the Board and the Compensation Committee will review the voting results and take them into consideration in connection with their ongoing evaluation of the Company’s compensation practices and when making future decisions regarding executive compensation. In 2022, approximately 98% of our stockholders who cast votes (which excludes abstentions and broker non-votes) voted in favor of the compensation of our named executive officers.

  5. Summary Compensation Table

    Summary Compensation Table

  6. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (5) | Stock Awards ($) (6) | Option Awards ($) (7) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) (8) | Total ($) | | Jeffrey Thompson Chief Executive Officer and President (1) | Fiscal YE December 31, 2025 | $137,500 | $125,000 | $— | $6,543,000 | $— | $— | $10,906 | $6,816,406 | | | Transition Period | $200,000 | $100,000 | $— | $— | $— | $— | $7,793 | $307,793 | | | Fiscal YE April 30, 2024 | $300,000 | $155,600 | $— | $1,323,750 | $— | $— | $11,147 | $1,790,497 | | Leah Lunger (2) Former Chief Financial Officer | Fiscal YE December 31, 2025 | $6,969 | $— | $— | $— | $— | $— | $— | $6,969 | | | Transition Period | $153,333 | $— | $796,500 | $— | $— | $— | $15,206 | $965,039 | | | Fiscal YE April 30, 2024 | $188,750 | $— | $— | $— | $— | $— | $17,600 | $206,350 | | Geoffrey Hitchcock (3) Chief Revenue Officer | Fiscal YE December 31, 2025 | $230,000 | $— | $— | $— | $— | $— | $— | $230,000 | | | Transition Period | $138,750 | $50,000 | $5,157,750 | $68,000 | $— | $— | $52 | $5,414,552 | | Chris Ericson (4) Chief Operating Officer | Fiscal YE December 31, 2025 | $184,583 | $— | $421,000 | $— | $— | $— | $19,604 | $625,187 |

  7. Summary Compensation Table

    (1)Effective as of May 20, 2025, Mr. Thompson agreed that his salary will be reduced to $0. (2)Leah Lunger joined the Company in November 2020 and was promoted to Chief Financial Officer in June 2024. She resigned her position as Chief Financial Officer in January 2025. (3)Geoffrey Hitchcock joined the Company in September 2021 and was promoted to Chief Revenue Officer in November 2024. (4)Chris Ericson joined the Company in March 2025 as Chief Financial Officer. In December 2025, he resigned his position as Chief Financial Officer and was appointed Chief Operating Officer. (5)These amounts represent discretionary bonuses paid during Fiscal 2025, the Transition Period and Fiscal 2024 as determined by the Board based on the operations of the Company and paid in cash. (6)Amounts reported represent the aggregate grant date fair value for stock-based awards and option awards granted in each respective year in accordance with FASB ASC Topic 718, excluding the effect of forfeitures. For more information regarding the Company’s accounting for share-based compensation, see “Share Based Awards” in Note 17 of the Company’s consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on March 19, 2025, which is incorporated by reference herein. (7)Amount reported for Jeffrey Thompson represents the fair value for 1,000,000 stock options granted on May 22, 2025, in order to further incentivize future individual and Company performance. The exercise price is $6.73 per share and the vesting term is 50% on May 22, 2026, 25% on May 22, 2027 and 25% on May 22, 2028. (8)Represents health insurance premiums paid by Company except for Jeff Thompson's amount in Fiscal 2025 which represents lease payments on a vehicle.

  8. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The table below summarizes outstanding equity awards held by our Named Executive Officers as of December 31, 2025. All of the below awards were issued under the Equity Incentive Plans.

  9. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(#) | Market Value of Shares or Units of Stock That Have not Vested(#) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested($) | | Jeffrey Thompson (1) | 5/15/2023 | — | 416,667 | — | $1.06 | 5/15/2033 | — | — | — | $— | | Jeffrey Thompson (2) | 5/22/2025 | — | 1,000,000 | — | $6.73 | 5/22/2035 | — | — | — | $— | | Chris Ericson (3) | 3/11/2025 | — | — | — | $— | — | 50,000 | 396,500 | — | $— | | Chris Ericson (4) | 12/2/2025 | — | — | — | $— | — | 25,000 | 198,250 | — | $— | | Geoffrey Hitchcock (5) | 2/8/2023 | 16,667 | 4,167 | — | $1.27 | 2/8/2033 | — | — | — | $— | | Geoffrey Hitchcock (6) | 8/8/2023 | 3,333 | 3,334 | — | $0.98 | 8/8/2033 | — | — | — | $— | | Geoffrey Hitchcock (7) | 7/10/2024 | 16,667 | 25,000 | — | $1.29 | 7/10/2034 | — | — | — | $— | | Geoffrey Hitchcock (8) | 11/24/2024 | — | — | — | $— | — | 262,500 | 2,081,625 | — | $— |

  10. Outstanding Equity Awards at Fiscal Year End

    (1)On May 15, 2023, the Company granted an option to purchase shares of our common stock to Mr. Thompson of which 416,667 vest on May 15, 2026. (2)On May 22, 2025, the Company granted an option to purchase 1,000,000 shares of our common stock to Mr. Thompson in lieu of a salary, 50% of which vest on May 22, 2026, with the remaining 50% vesting in two equal installments on May 22, 2027 and May 22, 2028. (3)On March 11, 2025, the Company granted 50,000 RSUs to Mr. Ericson, which vest in two equal installments on March 11, 2026 and March 11, 2027. (4)On December 2, 2025, the Company granted 25,000 RSUs to Mr. Ericson, which vest in two equal installments on March 17, 2026 and March 17, 2027. (5)On February 8, 2023, the Company granted an option to purchase shares of our common stock to Mr. Hitchcock, which vest in twelve equal installments commencing on April 1, 2023, and continuing every three months thereafter. At year end, 16,667 options have vested, but not been exercised and the final 4,167 options will vest on January 1, 2025 (6)On August 8, 2023, the Company granted an option to purchase shares of our common stock to Mr. Hitchcock, of which 3,333 have vested, but not been exercised and 3,334 will vest on August 8, 2026. (7)On July 10, 2024, the Company granted an option to purchase shares of our common stock to Mr. Hitchcock, which vest in 12 equal installments commencing on August 1, 2024, and continuing every three months thereafter. At year end, 16,667 options have vested, but not been exercised and 25,000 options remain unvested. (8)On November 24, 2024, the Company granted 262,500 RSUs to Mr. Hitchcock, which vest on October 1, 2026.

  11. Potential Payments and Benefits Upon Termination or a Change in Control

    Potential Payments and Benefits Upon Termination or a Change in Control Pursuant to the Employment Agreement by and between the Company and CEO Jeffrey M. Thompson dated March 31, 2021, as amended, in the event that the Company undergoes a change in control transaction, Mr. Thompson will be entitled to terminate his employment thereunder, and receive the stated severance payments, as further described in the section titled “Employment Agreements” above. In addition, as further described in the section titled “Employment Agreements” above, the employment agreements of the Company’s Named Executive Officers provide for such Named Executive Officers to receive cash payments in an amount equal to the value of certain equity awards in the event that a change in control transaction occurs within 12 months following termination of employment for any reason other than a termination for cause. Our Named Executive Officers are entitled to certain benefits in the event their employment is terminated without cause by the Company or for good reason by the Executive, as described in the Employment Agreements. The following table sets forth the potential payments and benefits to each of our Named Executive Officers, as if these obligations became payable in connection with a qualifying termination on December 31, 2025. The actual amounts payable to each executive listed below upon termination can only be determined definitively at the time of each executive’s actual departure. In addition to the amounts shown in the table below, each executive would receive payments for amounts of base salary accrued and unpaid through the date of termination and payment for any accrued and unpaid reimbursable business expenses through the date of termination. In the event of a named executive officer’s death, the named executive officer’s beneficiary, legal representative or estate would receive the named executive officer’s potential payments.

  12. Potential Payments and Benefits Upon Termination or a Change in Control

    | Potential Payments and Benefits | Jeffrey Thompson | Chris Ericson | Geoffrey Hitchcock | | Base Salary (1) | $— | $260,000 | $230,000 | | Healthcare Benefits (2) | $24,489 | $17,475 | $— | | Equity Awards Vesting on Termination (3) | $4,062,502 | $297,375 | $2,243,127 | | Total | $4,086,991 | $574,850 | $2,473,127 |

  13. Potential Payments and Benefits Upon Termination or a Change in Control

    (1)Represents the continuation of base salary payable to Mr. Thompson over 24 month period following termination and 12 month period for Mr. Ericson and Mr. Hitchcock. (2)Represents the cost of continued healthcare coverage for Mr. Thompson for the 18 month period following termination and the 6 month period for Mr. Ericson following termination. Mr. Hitchcock does not participate in healthcare coverage provided by the Company. This value is based upon the type of health insurance coverage and applicable premiums in effect on December 31, 2025. (3)Represents the value attributable to the accelerated vesting or continued vesting of unvested shares of restricted stock and stock options. The value of options is determined by multiplying the number of options by the difference between the closing price of our common stock and the exercise price of the options. The value of stock is determined by multiplying the number of shares by the closing price of our common stock on December 31, 2025 which was $7.93.

  14. Pay Versus Performance

    Pay Versus Performance

  15. Valuation Methods

    | Fiscal Year | Summary Compensation Table Total for PEO (1) (2) | Compensation Actually Paid for PEO (1) (3) | Average Summary Compensation Table Total for Non-PEO NEOs (2) (4) | Average Compensation Actually Paid to Non-PEO NEOs (3) (4) | Value of $100 investment in Company based on: Total Shareholder Return | Net Loss | | 2025 | 6,805,500 | 262,500 | 280,851 | 70,351 | $391 | $72,074,794 | | Transition Period | 307,793 | 9,353,479 | 2,530,468 | 4,645,193 | $633 | $43,613,971 | | 2024 | 1,790,497 | 2,337,134 | 539,442 | 526,097 | $38 | $24,052,629 | | 2023 | 826,352 | 826,352 | 916,280 | 296,903 | $22 | $27,087,737 |

  16. Director Compensation Table

    Director Compensation Table The following table presents the total compensation for each person who served as a non-employee director during Fiscal 2025. Mr. Thompson is not included in the table below, as he is employed as our Chief Executive Officer and receives no compensation for his service as director. The compensation received by Mr. Thompson as an employee is included in the “Executive Compensation—Summary Compensation Table.”

  17. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Joe Freedman | $121,104 | $49,997 | $— | $— | $— | $171,101 | | Paul Funk | $86,522 | $59,997 | $— | $— | $— | $146,518 | | Nick Liuzza | $93,333 | $49,997 | $— | $— | $— | $143,331 | | Christopher Moe | $116,250 | $49,997 | $— | $— | $— | $166,247 |

  18. Director Compensation Table

    (1)The amounts shown in this column are the cash fees earned for 2025 by our non-employee directors, which includes a base fee of $75,000, as well as additional fees of $20,000, $17,500 and $15,000, respectively, for service as the chair of our Audit Commit, Compensation Committee and Nominating and Governance Committee, and an additional $10,000 payment for committee service in a non-chair role. An additional $20,000 payment is made to any director serving on a Special Committee of our Board of Directors. (2)We value stock awards based on their grant date fair value. Fair value is calculated by multiplying the number of awards granted times the Company’s closing stock price on the grant date. The grant date fair values are computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation. See “Stock Based Awards” in Note 17 of the Company’s consolidated financial statements included in our 2025 Annual Report on Form 10-K filed with the SEC on March 19, 2026. Stock awards granted during Fiscal 2025 were granted on May 22, 2025, and consist of the following: Mr. Freedman – 7,429 restricted stock units; Gen. Funk – 7,429 restricted stock units; Mr. Liuzza – 7,429 restricted stock units; and Mr. Moe – 7,429 restricted stock units. Additionally, Gen. Funk was granted 868 restricted stock units on October 2, 2025. The restricted stock units noted for all directors are subject to time-based vesting and were unvested as of December 31, 2025, and fully vest on April 30, 2026, and October 2, 2026, respectively. Other than these restricted stock units, and the options held by Mr. Freedman (as described in footnote 3 below), our non-employee directors hold no other equity incentive awards. (3)There were no options granted to non-employee during Fiscal 2025. As of December 31, 2025, outstanding options held by non-employee directors were as follows: Mr. Freedman – 100,000 options fully vested, awarded in connection with prior board service.

  19. Non-Employee Director Compensation Arrangements

    Non-Employee Director Compensation Arrangements In April 2022, the Board of Directors established a formal compensation plan for Non-Employee Directors, which was subsequently updated in May 2024. In May 2025, the Board of Directors again updated the compensation plan such that Non-Employee Directors shall receive annual compensation of $200,000 consisting of: •$75,000 in cash compensation, payable in monthly installments; and •$125,000 in equity compensation, payable in the form of restricted stock units ("RSUs"), which RSUs are subject to a 12-month time-based vesting schedule. $75,000 of the 2025 RSUs were issued during the Transition Period in 2024, and the above reported amounts only reflect the portions of the awards that were issued during 2025. In addition, the Chairman of each Committee of the Board shall receive additional annual cash compensation, payable in monthly installments, as follows: •$20,000 - Audit Committee •$17,500 - Compensation Committee •$15,000 - Nominating and Governance Committee An additional stipend of $10,000 per year will be paid for director committee service in a non-chair role. In addition, the Lead Director of the Board, if one is appointed, shall receive additional annual cash compensation of $25,000, payable in monthly installments. Additional compensation for Special Committee director service will be comprised of $20,000 in cash and $10,000 worth of RSUs per year, with the same vesting, pricing, and other terms as the RSUs granted as regular director compensation.