DEF 14A of Abacus Global Management, Inc.
Filed Apr 29, 2024 · FY20230001814287-24-000030
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS In accordance with our second amended and restated certificate of incorporation and amended and restated bylaws, the number of directors on our board of directors will be determined from time to time by our board of directors. Each class consists, as nearly equal in number as possible, of one-third of the total number of directors, and each class has a staggered three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. Our board of directors currently consists of seven members and is divided into three classes as follows: •the Class I directors are Adam Gusky and Sean McNealy, whose terms will expire at the upcoming Annual Meeting; •the Class II directors are Cornelis Michiel van Katwijk, Mary Beth Schulte and Karla Radka, whose terms will expire at the annual meeting of stockholders to be held in 2025; and •the Class III directors are Jay Jackson and Thomas W. Corbett, Jr., whose terms will expire at the annual meeting of stockholders to be held in 2026. At the recommendation of our Nominating and Corporate Governance Committee, Sean McNealy and Adam Gusky have been nominated for reelection to serve as Class I directors and have agreed to stand for reelection at the Annual Meeting. Our management has no reason to believe that either Sean McNealy or Adam Gusky will be unable to serve. If elected at the Annual Meeting, Sean McNealy and Adam Gusky would serve until the annual meeting of stockholders to be held in 2027 and until their successors have been duly elected and qualified, or until their earlier death, resignation, or removal. Set forth below is biographical information for the two Class I director nominees. For additional information about these nominees, see the section titled “Information Regarding the Board of Directors and Corporate Governance.”
Class I Directors – Nominees for Election at the Annual Meeting
Class I Directors – Nominees for Election at the Annual Meeting Sean McNealy is the Co-Founder and President of Abacus. Mr. McNealy has been a leader in the life settlements industry for over 16 years with extensive industry experience in marketing and capital markets. Along with the other two Managing Partners, he co-founded Abacus Settlements, LLC (“Abacus Settlements”) in 2004, and has served as Co-Founder and President of Abacus since that date. Mr. McNealy has written numerous articles about the life settlement industry that have been published in various trade magazines, and has presented to many large insurance broker consortiums, producer groups and key national accounts. In 1991, he graduated from the University of Central Florida with a Bachelor of Science in Marketing. We believe that Mr. McNealy is qualified to serve on the board of directors of the Company due to his current role as President of Abacus and experience in the life settlement industry. Adam Gusky has served as the Chief Investment Officer of East Management Services, LP, an affiliate of East Sponsor, LLC, since the inception of East Management Services in 2010. At East Management Services, Mr. Gusky is responsible for all financial due diligence for acquisitions, and he is in charge of the reserve-based lending facility. He also developed and implemented the corporate hedging strategy. Mr. Gusky currently serves on the Board of Directors of Rand Capital Corporation, a publicly traded business development company, where East Asset Management made a control investment. Mr. Gusky received his Bachelor of Arts in History and his MBA from Duke University. We believe that Mr. Gusky is qualified to serve on the board of directors of the Company due to his role as the Chief Investment Officer of East Management Services and his history as an investor in both public and private companies. Directors are elected by a plurality of the votes cast on the election of directors. Accordingly, the nominees receiving the highest number of “FOR” votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nominees named above. If Sean McNealy and Adam Gusky become unavailable for election as a result of an unexpected occurrence, shares that would have been voted for Sean McNealy and Adam Gusky may instead be voted for the election of substitute nominees proposed by our board of directors, or our board of directors may choose to reduce its size. A “WITHHOLD” vote or a broker non-vote will not be counted in such nominee’s favor and will have no effect on the outcome of the election.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE CLASS I
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE CLASS I DIRECTOR NOMINEES NAMED ABOVE.
INFORMATION REGARDING THE BOARD OF DIRECTORS
INFORMATION REGARDING THE BOARD OF DIRECTORS
AND CORPORATE GOVERNANCE
AND CORPORATE GOVERNANCE The following table sets forth, for the Class I nominees for election at the Annual Meeting and our other directors who will continue in office after the Annual Meeting, their ages, independence and position or office held with us as of April 29, 2024:
AND CORPORATE GOVERNANCE
| Name | Age | Independent | Title | | Class I director nominees(1) | | | | | Sean McNealy | 58 | | Co-Founder and President; Director | | Adam Gusky | 49 | ✓ | Director | | Class II directors(1) | | | | | Cornelis Michiel van Katwijk(2) | 57 | ✓ | Director | | Mary Beth Schulte(3) | 58 | ✓ | Director | | Karla Radka(4) | 55 | ✓ | Director | | Class III directors(1) | | | | | Jay Jackson | 51 | | Chief Executive Officer and Director | | Thomas W. Corbett, Jr. (5) | 74 | ✓ | Director |
AND CORPORATE GOVERNANCE
(1)The Class I director nominees are standing for election at the Annual Meeting and, if elected, will continue in office until the 2027 annual meeting of stockholders. The Class II directors will continue in office until the 2025 annual meeting of the stockholders, and the Class III directors will continue in office until the 2026 annual meeting of stockholders. (2)Member of our Audit Committee and Compensation Committee. (3)Member and Chair of our Audit Committee and Compensation Committee. Member of our Nominating and Corporate Governance Committee. (4)Member and Chair of our Nominating and Corporate Governance Committee. Member of our Audit Committee and Compensation Committee. (5)Member of our Nominating and Corporate Governance Committee. Set forth below is biographical information for each person whose term of office as a director will continue after the Annual Meeting. Biographical information for the two Class I director nominees is set forth under the heading “Proposal One: Election of Directors” above.
Class II Directors – Continuing in Office Until the 2025 Annual Meeting of Stockholders
Class II Directors – Continuing in Office Until the 2025 Annual Meeting of Stockholders Cornelis Michiel van Katwijk is the former Chief Financial Officer, Treasurer, Director & Executive Vice President at Transamerica Life Insurance Co. (Iowa) and the former Treasurer & Senior Vice President at Transamerica Advisors Life Insurance Company of New York where he was employed from September 2012 through September 2021. He also served on the board of Transamerica Advisors Life Insurance Co. He previously held the position of Group Treasurer at Aegon NV and Chief Financial Officer at AEGON USA LLC (a subsidiary of Aegon NV). Mr. van Katwijk received an MBA from the University of Rochester and an undergraduate degree from Nyenrode Business Universiteit. We believe that Mr. van Katwijk is qualified to serve on the board of directors of the Company due to his former roles as the Chief Financial Officer of Transamerica and financial leadership positions at Aegon NV and AEGON USA LLC. Mary Beth Schulte has been a Certified Public Accountant for over 30 years and is currently the Chief Executive Officer of The Strategic CFO LLC since March 2024. In this role, Ms. Schulte is responsible for providing CFO strategy and accounting services to early stage and privately held companies. Ms. Schulte formerly served as a Consulting Chief Financial Officer of Attivo Partners from 2022 to 2024, Director & Partner at Anders CPAs & Advisors until 2022, as well as a Principal at UHY Advisors MO, Inc. from 2015 to 2020. Ms. Schulte also currently serves on the Board of Directors of Richard A. Chaifetz School of Business – St. Louis University, Capital Innovators, Cultivation Capital and Arch Grants. Ms. Schulte received her MBA and Bachelor of Science in Business Administration for Accounting from the Richard A. Chaifetz School of Business – St. Louis University. We believe that Ms. Schulte is qualified to serve on the board of directors of the Company due to her prior experience as a Chief Financial Officer of a public company and a Certified Public Accountant. Karla Radka has been the President and Chief Executive Officer of Senior Resource Alliance, a non-profit agency for the Florida Department of Elder Affairs, since 2019. Ms. Radka previously held leadership roles at Goodwill Industries of Central Florida, where she served as Chief Operating Officer from 2015 through 2019, Florida Family Care, and Community Based Care of Central Florida, a child welfare non-profit. She also founded Public Allies Central Florida, a nationally recognized program, and served as its executive director until 2014. Ms. Radka received her Bachelor of Science and Master of Science in Counseling from Central Christian University. She also later received a mini-MBA at Rollins College Crummer Graduate School of Business. We believe that Ms. Radka is qualified to serve on the board of directors of the Company due to her relevant experience as the Chief Executive Officer of Senior Resource Alliance, a non-profit that assists seniors in everyday living and a division of the Department of the Elder Affairs in Florida.
Class III Directors – Continuing in Office Until the 2026 Annual Meeting of Stockholders
Class III Directors – Continuing in Office Until the 2026 Annual Meeting of Stockholders Jay Jackson is the President and Chief Executive Officer of Abacus. He joined Abacus Settlements in 2016 as President & Chief Executive Officer and has also served as Chief Executive Officer of Longevity Market Assets, LLC (“LMA”), one of the two principal operating subsidiaries of Abacus along with Abacus Settlements, since June 2019. His strategic business development and creation of innovative new processes and efficiencies has propelled Abacus forward. Mr. Jackson is an industry thought leader relating to longevity and senior finances; he co-authored the book “Pursuing Wealthspan.” Mr. Jackson also serves as a current member of the Orlando Mayor’s Committee on Livability and Healthy Aging and serves as an Executive Board Member for the Senior Resource Alliance, an agency of the Florida Department of Elder Affairs. Mr. Jackson began his career at Franklin Templeton Investments, where he served as vice president for more than a decade. Prior to joining Abacus, Mr. Jackson co-founded and managed the Fayerweather Street Life Fund, as well as the Cambridge Life Management origination platform for FDO Partners, a $3 billion quantitative investment firm founded by Harvard Business School Professor Ken Froot. We believe that Mr. Jackson is qualified to serve on the board of directors of the Company due to his current role as Chief Executive Officer of Abacus and his 20 years of experience in the financial services and life settlement industries. Thomas W. Corbett, Jr. has been the principal member of Corbett Consulting, LLC since 2015 and, from 2011 to 2015, served as the Governor of Pennsylvania. He has also served as Pennsylvania’s Attorney General and as the US Attorney for the Western District of Pennsylvania. Mr. Corbett received a Bachelor of Arts in political science from Lebanon Valley College and a Juris Doctor from St. Mary’s University Law School. He was a member of the board of directors for Composites Consolidation Company LLC from 2015 to 2016 and was a member of the board for Animal Friends of Pittsburgh until 2019. Mr. Corbett has served as a member of the board of directors of Abacus since July 2020. In addition, he currently serves on the board of the Variety Club, The Children’s Charity Pittsburgh. We believe that Mr. Corbett is qualified to serve on the board of directors of the Company due to his extensive leadership and risk management experience as former Governor of Pennsylvania and former Pennsylvania State Attorney General, as well as his past service on other public company boards of directors.
Process for Identifying and Evaluating Director Nominees
Process for Identifying and Evaluating Director Nominees The Nominating and Corporate Governance Committee does not have a policy with regard to the consideration of director candidates recommended by stockholders. The Nominating and Corporate Governance Committee will evaluate director candidates recommended by stockholders in substantially the same manner in which the Nominating and Corporate Governance Committee evaluates any other director candidate. Any such recommendation should be submitted to the Corporate Secretary in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Corporate Secretary. Stockholders must also satisfy the notification, timeliness, consent and information requirements set forth in the Bylaws. Our Nominating and Corporate Governance Committee consists of Karla Radka, Mary Beth Schulte and Thomas W. Corbett, Jr. with Ms. Radka serving as chair. Our board of directors has affirmatively determined that Ms. Radka, Ms. Schulte and Mr. Corbett, Jr. each meets the definition of “independent director” under NASDAQ rules. Our board of directors has adopted a written charter for the Nominating and Corporate Governance Committee, which is available on our corporate website at https://abacuslife.com/. The information on any of our websites is deemed not to be incorporated in this proxy statement or to be part of this proxy statement.
Compensation of Directors and Officers
Compensation of Directors and Officers The Company’s executive compensation program is consistent with the compensation policies and philosophies of Abacus Settlements and LMA in effect prior to the Business Combination, which are designed to: •attract, retain and motivate senior management leaders who are capable of advancing our mission and strategy and ultimately, creating and maintaining our long-term equity value. Such leaders must engage in a collaborative approach and possess the ability to execute our business strategy in an industry characterized by competitiveness and growth; •reward senior management in a manner aligned with our financial performance; and •align senior management’s interests with our equity owners’ long-term interests through equity participation and ownership. Decisions with respect to the compensation of our executive officers are made by the Compensation Committee.
Executive Compensation Table
| Name | Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All other compensation ($)(2) | Total ($) | | Jay Jackson | Chief Executive Officer | 2023 | 280,000 | | | 30,179 | 310,179 | | | | 2022 | 210,000 | | | 28,846 | 238,846 | | William McCauley | Chief Financial Officer | 2023 | 250,000 | 300,000 | 3,080,000 | 31,167 | 3,661,167 | | | | 2022 | 192,308 | | | 30,133 | 222,441 | | Sean McNealy | President | 2023 | 255,000 | | | 27,978 | 282,978 | | | | 2022 | 210,000 | | | | 210,000 |
Grant of Plan Based Awards
Grant of Plan Based Awards The following table sets forth information concerning the grant of awards made to our named executive officers for the year ended December 31, 2023.
Grant of Plan Based Awards
| Name | Grant Date | All Other Stock Awards; Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards ($) | | William McCauley | October 27, 2023 | 500,000 | 3,080,000 |
Outstanding Equity Awards at December 31, 2023
Outstanding Equity Awards at December 31, 2023 The following table sets forth information concerning outstanding Common Stock equity awards held by each named executive officer of the Company as of December 31, 2023.
Outstanding Equity Awards at December 31, 2023
| | Stock Awards | | | Name | Number of Shares or Units of Stock That Have Not Vested(1) | Market Value of Shares or Units of Stock That Have Not Vested($)(2) | | Jay Jackson | 0 | $— | | William McCauley | 500,000 | $3,080,000 | | Sean McNealy | 0 | $— |
Directors
Directors Our named executive officers did not receive any compensation in their role as directors of the Company in 2023.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Our non-employee directors receive annual grants of 7,500 shares of unrestricted Common Stock. In addition, the Audit Committee chair receives an additional 1,500 shares of unrestricted Common Stock annually. We also reimburse our directors for reasonable travel expenses incurred in connection with attending meetings of our board of directors and any committee of our board of directors on which they serve, as well as other corporate events at which our directors’ attendance is requested or required. Directors do not receive any additional compensation. The board of directors, in its discretion, may revise or replace the compensation policies described above.
Director Compensation Table
Director Compensation Table The following table sets forth information regarding compensation earned by or paid to our non-employee directors for the fiscal year ended December 31, 2023. The compensation of Jay Jackson and Sean McNealy as named executive officers is set forth above under “Executive Compensation—Executive Compensation Table.”
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Adam Gusky | — | 46,200 | 46,200 | | Karla Radka | — | 46,200 | 46,200 | | Cornelis Michiel van Katwijk | — | 46,200 | 46,200 | | Thomas W. Corbett, Jr. | — | 46,200 | 46,200 | | Mary Beth Schulte | — | 55,440 | 55,440 |
Director Compensation Table
(1) Reflects the aggregate grant date fair value of awards computed in accordance with ASC 718.