DEF 14A of Douglas Elliman Inc., Apr 30, 2026

DEF 14A of Douglas Elliman Inc.

Filed Apr 30, 2026 · FY20250001878897-26-000021

Open on EDGAR

  1. PROPOSAL 1 — NOMINATION AND ELECTION OF DIRECTORS

    PROPOSAL 1 — NOMINATION AND ELECTION OF DIRECTORS The following table sets forth certain information with respect to each of the Board members. Each director is a citizen of the United States.

  2. PROPOSAL 1 — NOMINATION AND ELECTION OF DIRECTORS

    | Name | Age | Principal Occupation | | Michael S. Liebowitz | 57 | Director, President and Chief Executive Officer (Principal Executive Officer) | | Richard J. Lampen | 72 | Chairman, High Pines Investments LLC | | Wilson L. White | 45 | Vice President, Government Affairs and Public Policy, Google | | Mark D. Zeitchick | 61 | Private Investor | | Perry Weitz | 66 | Co-Founding Member, Weitz & Luxenberg P.C. |

  3. PROPOSAL 1 — NOMINATION AND ELECTION OF DIRECTORS

    The Company’s Bylaws provide, among other things, that the Board, from time to time, shall determine the number of directors of the Company. The size of the Board is presently set at five and our amended and restated certificate of incorporation divides our Board into three classes with staggered three-year terms, whose terms expire at the 2026, 2027 and 2028 annual meetings. The current classes of our directors are as follows: •Class I directors, whose term will expire at the annual meeting of stockholders to be held in 2028, consist of Messrs. Lampen and White; •Class II directors, whose term will expire at the annual meeting of stockholders to be held in 2026, consist of Messrs. Liebowitz and Zeitchick; and •Class III directors, whose term will expire at the annual meeting of stockholders to be held in 2027, consist of Mr. Weitz. Two of the Company’s directors, Messrs. Liebowitz and Zeitchick, are to be elected at the Annual Meeting to serve until the 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified or until their earlier resignation or removal. Messrs. Liebowitz and Zeitchick were nominated by the Board upon the recommendation of the corporate responsibility and nominating committee and reelected at the Company’s 2023 annual meeting. Each of Messrs. Lampen and White were initially elected in connection with the distribution of the Company from Vector Group on December 29, 2021 by the board of directors of Vector Group upon recommendation of the corporate responsibility and nominating committee of Vector Group and were reelected at the Company’s 2022 and 2025 annual meetings. Mr. Weitz was recognized as a highly qualified candidate and presented to the Board upon the recommendation of the corporate responsibility and nominating committee, and he was appointed to the Board on November 3, 2025 as a Class III director.

  4. Business Experience and Qualifications of Director Nominees

    Business Experience and Qualifications of Director Nominees The Board of Directors recommends that stockholders vote “FOR” election of the nominees named below. Michael S. Liebowitz has served as a member of the Company’s Board since December 2021 and as our President and Chief Executive Officer since October 2024. He also serves as a member of the Board of Managers of our subsidiary, Douglas Elliman Realty, LLC. He is an entrepreneur, private investor, and seasoned business executive with extensive experience founding, acquiring, and monetizing businesses in the insurance and financial industries. In the past 25 years, Mr. Liebowitz has acquired or been a founder of companies, including Harbor Group Consulting LLC, National Financial Partners Corp. (formerly NYSE: NFP), Innova Risk Management, and High Street Valuations. He served as Chairman and Chief Executive Officer of Nocopi Technologies Inc. (OTC QB: NNUP) from October 2022 to February 2025 as well as President and Chief Executive Officer of the Harbor Group Division of Alliant (and Managing Director and Executive Vice President of Alliant) and High Street Valuations until 2023 and Harbor and Innova until 2018 and 2019, respectively, when they were acquired by Alliant. Mr. Liebowitz also previously served on the boards of Airspan Networks Holdings Inc. (formerly NYSE American: MIMO), Ladenburg Thalmann Financial Services Inc. (formerly NYSE American: LTS) and The Hilb Group. He has also acted as an advisor to many of the largest financial services companies around the globe on their complex insurance matters within their investment banking/M&A groups. Mr. Liebowitz graduated from CW Post College-LI University with a B.S. in Finance. Mr. Liebowitz’s pertinent experience, qualifications, attributes and skills include his strong background as an investor and executive officer of numerous businesses in varied industries. Mark D. Zeitchick has served as a member of the Company’s Board since December 2021 and as the Company’s lead independent director since November 2024. Mr. Zeitchick has extensive experience as a business executive in the financial services industry where he enjoyed a 27-year career as an executive of Ladenburg Thalmann Financial Services Inc. (“LTS”) (formerly NYSE American: LTS) and its predecessors. During his tenure, he served as Executive Vice President of LTS from 2006 to February 2020. He also served as a director of LTS from 1999 until its acquisition by Advisor Group in February 2020 and of Castle Brands Inc. (formerly NYSE American: ROX) from March 2014 until its acquisition by Pernod Ricard in October 2019. Mr. Zeitchick’s pertinent experience, qualifications, attributes and skills include managerial experience, industry knowledge and the knowledge and experience he has attained through his service as a director of publicly traded corporations.

  5. Business Experience and Qualifications of Continuing Directors

    Business Experience and Qualifications of Continuing Directors Richard J. Lampen has served as a member of the Company’s Board since December 2021 and as Chairman of our Board since September 2025. He has served as Chairman of High Pines Investments LLC since 2024. He served as our Executive Vice President and Chief Operating Officer from December 2021 until his retirement from such position on December 13, 2024. Mr. Lampen served as Executive Vice President of Vector Group Ltd. (formerly NYSE: VGR) (“Vector Group”) from 1995 until its acquisition by JT Group in October 2024. He also served as a member of Vector Group’s Board of Directors from January 2021 until its acquisition in October 2024. From September 2006 to February 2020 until its acquisition by Advisor Group, a portfolio company of Reverence Capital Partners, he served as President and Chief Executive Officer as well as a director of Ladenburg Thalmann Financial Services Inc. (formerly NYSE American: LTS). Mr. Lampen also served as Chairman of LTS from September 2018 to February 2020. From October 2008 until its acquisition by Pernod Ricard in October 2019, Mr. Lampen served as President and Chief Executive Officer as well as a director of Castle Brands Inc. (formerly NYSE American: ROX). Mr. Lampen's pertinent experience, qualifications, attributes and skills include the knowledge and managerial experience in the real estate services industry he has attained through his service to Vector Group from 1995 to 2024, as well as his service as Chief Executive Officer of LTS and Castle Brands Inc. and as a director of other publicly traded corporations. Perry Weitz has served as a member of the Company’s Board since November 2025. He is a co-founding member of Weitz & Luxenberg, P.C. and a seasoned real estate investor. Mr. Weitz has developed and managed a diverse portfolio of hospitality, residential, and commercial real estate properties. He is also involved in real estate ventures through Oak Row Equities, a real estate private equity and development company. Mr. Weitz currently serves on the boards of several organizations, including the American Association for Justice, New York State Trial Lawyers Association, Trial Lawyers for Public Justice, Legal Aid Society, Jewish Lawyer Guild, and North Shore University Hospital. Mr. Weitz also serves on the executive committees of the Juvenile Diabetes Foundation and the Children’s Medical Fund. Mr. Weitz previously served on the Board of New Beginnings Acquisition Corp. until its business combination with Airspan Networks Holdings Inc. (formerly NYSE American: MIMO). Mr. Weitz received a B.A. from George Washington University and a J.D. from Hofstra University School of Law. Mr. Weitz’s pertinent experience, qualifications, attributes and skills include his knowledge and experience in the legal and real estate sectors, as well as his service as a director of other publicly traded corporations. Wilson L. White has served as a member of the Company’s Board since December 2021. Mr. White currently serves as Vice President and Global Head of Government Affairs and Public Policy for the Platforms and Devices business unit of Google, a subsidiary of Alphabet Inc. (NASDAQ: GOOG, GOOGL). He also oversees all of Google’s government affairs operations across the Asia Pacific region. In addition to his employment at Google, Mr. White is engaged in numerous philanthropic and community activities. He served, until 2022, as Board Chair of the Black Bank Fund, which aimed to raise and invest $250 million into Black banks throughout the United States by 2025. Mr. White also serves on the Boards of the University of North Carolina School of Law Foundation and the South Carolina Governor’s School for Science & Mathematics Foundation. He previously served on the Board of Vector Group from June 2021 until its acquisition by JT Group in October 2024. Mr. White earned a Bachelor of Science in Computer Engineering from North Carolina State University, where he was a Park Scholar, and received his Juris Doctor, with honors, from the University of North Carolina at Chapel Hill School of Law. Prior to being named to his current position in 2013, he served as Patent Litigation Counsel at Google from 2011 to 2013 and was a Senior Associate at Kilpatrick Townsend & Stockton LLP from 2007 to 2011. He also served as a judicial law clerk to the Honorable Alexander Williams, Jr. of the U.S. District Court of Maryland from 2006 to 2007. Mr. White has achieved the designation of NACD Directorship Certification, which is the premier director designation available in the United States and has also earned his NACD CERT in Cybersecurity Oversight. In addition to Mr. White's NACD Directorship Certification and NACD CERT in Cybersecurity Oversight, his pertinent experience, qualifications, attributes and skills include a strong background in computer engineering and the technology and legal sectors.

  6. 2025 Summary Compensation Table

    2025 Summary Compensation Table The 2025 Summary Compensation Table summarizes the compensation of the Named Executive Officers (“NEOs”) for the years ended December 31, 2025 and 2024. As a “smaller reporting company,” the Company is required to provide executive compensation information for the last two completed fiscal years for the following individuals: (i) all individuals who served as the Company’s principal executive officer (“PEO”), during the last completed fiscal year, regardless of compensation; (ii) the two most highly compensated executive officers (other than the PEO) who were serving as executive officers of the Company at the end of the last completed fiscal year and whose total compensation was greater than $100,000; and (iii) up to two additional persons who served as executive officers (other than as the PEO) during the last completed fiscal year for whom disclosure would have been provided in accordance with clause (ii) above but for the fact that such person was not serving in that capacity at the end of the fiscal year.

  7. 2025 Summary Compensation Table

    | | | Salary | Bonus | Stock Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Name and Principal Position | Year | ($) (1) | ($) (2) | ($) (3) | ($) | ($) (4) | ($) | | Michael S. Liebowitz | 2025 | $800,000 | $1,500,000 | $— | $— | $— | $2,300,000 | | President and Chief Executive Officer | 2024 | $157,949 | $800,000 | $8,069,500 | $— | $— | $9,027,449 | | J. Bryant Kirkland III | 2025 | $621,863 | $390,000 | $— | $— | $54,200 | $1,066,063 | | Executive Vice President, Treasurer and Chief Financial Officer | 2024 | $146,297 | $300,000 | $894,000 | $— | $20,614 | $1,360,911 | | Bradley H. Brodie (5) | | | | | | | | | Senior Vice President, General Counsel and Secretary | 2025 | $212,596 | $250,000 | $614,375 | $— | $— | $1,076,971 |

  8. 2025 Summary Compensation Table

    ___________________________ (1)Reflects actual base salary amounts paid for 2025 and 2024, unless otherwise indicated. For Mr. Brodie, salary amount is from August 13, 2025 to December 31, 2025. For Messrs. Liebowitz and Kirkland, salaries include the entire year for 2025 and for 2024, salary amounts are from October 22, 2024 and October 7, 2024, respectively, to December 31, 2024. (2)For Mr. Liebowitz, 2024 reflects a one-time signing bonus, when he was named Chief Executive Officer on October 2024, and 2025 reflects an annual bonus payment paid in 2026, determined at the discretion of the compensation and human capital committee based on performance in 2025. For Mr. Kirkland, reflects annual bonus payments, which were paid in 2025 and 2026, determined at the discretion of the compensation and human capital committee based on performance in 2024 and 2025, respectively. For Mr. Brodie, reflects an annual bonus payment paid in 2026, determined at the discretion of the compensation and human capital committee based on performance in 2025. (3)Represents the aggregate grant date fair value of restricted stock and, in the case of the Chief Executive Officer, the performance stock units granted under the Company’s 2021 Plan, during the years ended December 31, 2025 and 2024 as determined in accordance with FASB ASC Topic 718, rather than an amount paid to or realized by the NEO. Assumptions used in the calculation of such amounts are included in note 13 to the Company’s audited financial statements for the year ended December 31, 2025 included in the 2025 Annual Report. These grants are subject to continued service conditions and, in the case of the performance stock units granted to the Chief Executive Officer in 2024, stock price conditions; consequently, amounts included in the table determined in accordance with FASB ASC Topic 718 may never be realized by the named executive officer. The maximum value of the performance stock units granted to Mr. Liebowitz at the grant date assuming all stock price performance conditions will be achieved would have been $6,161,250. Messrs. Liebowitz and Kirkland did not receive equity awards in 2025. Mr. Brodie received an equity award in 2025 in connection with his appointment as Senior Vice President, General Counsel and Secretary of the Company. (4)Represents $48,950 of discounted real estate brokerage commission fees (where Mr. Kirkland, who is licensed as a real estate broker in Florida, represented himself in transactions) and $5,250 in contributions to the Douglas Elliman Realty, LLC 401(k) Plan in 2025. Represents $20,614 of discounted real estate brokerage commission fees in 2024. (5)Mr. Brodie was hired as the Company’s Senior Vice President, General Counsel and Secretary, effective August 13, 2025.

  9. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended (“Regulation S-K”), the Company is providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance of the Company. The compensation and human capital committee did not consider the pay versus performance disclosure when making its incentive compensation decisions. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to unvested restricted stock and unexercised stock options. As permitted under SEC rules applicable to smaller reporting companies, we are including three years of data and are not including a peer group total shareholder return, a company-selected measure or a tabular list of financial performance measures, as contemplated under item 402(v) of Regulation S-K.

  10. PAY VERSUS PERFORMANCE

    | | Summary Compensation Table Total for First PEO (1) | Compensation Actually Paid to First PEO (1)(2) | Summary Compensation Table Total for Second PEO (1) | Compensation Actually Paid to Second PEO (1)(2) | Average Summary Compensation Table Total for non-PEO NEOs (3) | Average Compensation Actually Paid to non-PEO NEOs (2)(3) | Value of Initial Fixed $100 Investment Based on | Net Income (Loss) (thousands) | | Year | | | | | | | Total Shareholder Return (4) | | | 2025 | $— | $— | $2,300,000 | $4,598,530 | $1,071,517 | $1,245,267 | $62.16 | $15,219 | | 2024 | $4,182,455 | $(2,851,670) | $9,027,449 | $5,504,919 | $1,166,464 | $99,547 | $43.80 | $(76,316) | | 2023 | $8,768,490 | $7,544,897 | $— | $— | $1,434,764 | $1,232,871 | $77.37 | $(42,552) |

  11. PAY VERSUS PERFORMANCE

    ___________________________ (1) Mr. Lorber, our former President and Chief Executive Officer, is the first principal executive officer (“PEO”) and Mr. Liebowitz is the second PEO for purposes of calculating the amounts in each applicable year. (2) A reconciliation of Summary Compensation Table Total from the Summary Compensation Table to compensation actually paid to our PEO and our other NEOs (as an average) is shown below:

  12. PAY VERSUS PERFORMANCE

    | | | 2025 | | | | Adjustments: | | First PEO | Second PEO | Average of Non-PEO NEOs | | Summary Compensation Table Total as reported in Summary Compensation Table (“SCT”) | | $— | $2,300,000 | $1,071,517 | | Adjustments: Additions (Subtraction) | | | | | | | Stock awards amounts as reported in SCT | — | — | (307,188) | | | Fair value at year end of awards granted during the covered fiscal year that remain outstanding and unvested (a) | — | — | 296,250 | | | Change in fair value of awards granted in any prior fiscal years that are outstanding and unvested at year end (a) | — | 1,928,530 | 91,875 | | | Change in fair value of awards granted in any prior fiscal years that are outstanding that vested in the year (a) | — | 370,000 | 92,813 | | Compensation Actually Paid (as calculated) | | $— | $4,598,530 | $1,245,267 |

  13. PAY VERSUS PERFORMANCE

    a.The fair value amounts were computed in a manner consistent with the fair value methodology used to account for share-based payments in the Company's financial statements. (3) Messrs. Kirkland and Brodie are the non-PEO NEOs included for purposes of calculating the average amounts in 2025. Messrs. Kirkland, Stephen T. Larkin, our Vice President of Communications, and Lampen are the non-PEO NEOs included for purposes of calculating the average amounts in 2024. Messrs. Kirkland, Lampen, J. David Ballard, our former Senior Vice President, Enterprise Efficiency and Chief Technology Officer and Scott J. Durkin, the former President and Chief Executive Officer of Douglas Elliman Realty, LLC are the non-PEO NEOs included for purposes of calculating the average amounts in 2023. (4) The amounts disclosed represent the value of an investment of $100 in Common Stock at the end of each period presented assuming the investment was made at the beginning of each period presented. The total shareholder return used to determine these values was calculated by dividing the difference between the Company's share price at the end and the beginning of the measurement period by the Company's share price at the beginning of the measurement period.

  14. Analysis of Information Presented in the Pay Versus Performance Table

    Analysis of Information Presented in the Pay Versus Performance Table While the Company utilizes several performance measures to align executive compensation with performance, not all incentive measures are presented in the pay versus performance table above. The Company generally seeks to incentivize long‐ term performance and therefore do not specifically align performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S‐K) for a particular year. The Company provides information below about the relationship between the compensation actually paid to our PEO and Non‐PEO NEOs for 2025, 2024 and 2023 as shown in the pay versus performance table above and: •our cumulative TSR; and •our net income (loss). Compensation Actually Paid and Total Shareholder Return. The chart below illustrates the compensation actually paid to our PEO and non‐PEO NEOs in 2025, 2024 and 2023 in relation to our TSR. Compensation Actually Paid and Company Net Income. The chart below illustrates for 2025, 2024 and 2023 the compensation actually paid to our PEO and non‐PEO NEOs in relation to Company net income (loss).

  15. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025 The table below provides information with respect to the outstanding Douglas Elliman equity awards of the named executive officers as of December 31, 2025.

  16. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares or Units of Stock That Have Not Vested ($) (1) | | Name | | | | | | Michael S. Liebowitz | 1,000,000(2) | $2,370,000 | — | $— | | | — | $— | 1,550,000(3) | $3,673,500 | | J. Bryant Kirkland III | 39,375(4) | $93,319 | — | — | | | 75,000(5) | $177,750 | — | — | | | 150,000(6) | $355,500 | — | — | | Bradley H. Brodie | 250,000(7) | $592,500 | — | — |

  17. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    ___________________________ (1)Market value is determined by using the closing price of our Common Stock on December 31, 2025 of $2.37 per share for all shares that have not vested. (2)These restricted shares vest in three equal annual installments. The first tranche vested on November 24, 2025, and the remaining tranches will vest on each of November 24, 2026 and November 24, 2027, provided the recipient is then still an employee of the Company, subject to earlier vesting upon the recipient's death or disability, termination of employment without cause, resignation for good reason or a change in control. (3)These PSUs vest on January 1, 2028 in accordance with the Performance Thresholds. See “Michael S. Liebowitz Employment Agreement” in “Employment Agreements.” (4)These restricted shares vest in four equal annual installments. The first three tranches vested on December 15, 2023, 2024 and 2025 and the final tranche will vest on December 15, 2026, provided the recipient is then still an employee of the Company, subject to earlier vesting upon the recipient's death or disability, termination of employment without cause, resignation for good reason or change in control. (5)These restricted shares vest in four annual installments. The first two tranches vested on December 15, 2024 and 2025 and the remaining tranches will vest on each of December 15, 2026 and 2027, provided the recipient is then still an employee of the Company, subject to earlier vesting upon the recipient's death or disability, termination of employment without cause, resignation for good reason or change in control. (6)These restricted shares vest in four equal annual installments. The first two tranches vested on December 15, 2024 and 2025 and the remaining two tranches will vest on each of December 15, 2026 and 2027, provided the recipient is then still an employee of the Company, subject to earlier vesting upon a change in control. (7)These restricted shares vest in four equal annual installments. These tranches will vest on August 13, 2026, 2027, 2028 and 2029, provided the recipient is then still an employee of the Company, subject to earlier vesting upon a change in control, as well as, in the event of termination without cause or for good reason, accelerated vesting of the next two tranches, if applicable.

  18. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS The compensation of the Company's non-employee directors is designed to be fair based on the amount of work required of directors of the Company. Under our current director compensation program, the non-employee directors receive the following compensation: •annual cash retainer fee of $75,000 for all non-employee directors; •additional monthly cash retainer fee of $22,500 for the chair of the Board (effective September 29, 2025); •additional monthly cash retainer fee of $15,000 for the lead independent director (effective September 29, 2025, replacing previous annual cash retainer fee of $450,000); •annual committee retainer fee of $10,000 for each of the audit and compensation and human capital committee members and $5,000 for each of the corporate responsibility and nominating committee members; •additional annual fees for serving as the committee chairperson of $10,000 for each of the audit, compensation and human capital, and corporate responsibility and nominating committees; •periodic grants of shares of restricted stock of approximately $150,000 per annum, for each non-employee director; •from time to time, special fees for serving on special committees; •reimbursement for reasonable out-of-pocket expenses incurred in serving on the Company's Board; and •access to and payment for the Company's health, dental and standard life insurance coverage. The table below summarizes the compensation the Company paid to the non-employee directors for the year ended December 31, 2025.

  19. NON-EMPLOYEE DIRECTOR COMPENSATION IN FISCAL YEAR 2025

    NON-EMPLOYEE DIRECTOR COMPENSATION IN FISCAL YEAR 2025

  20. NON-EMPLOYEE DIRECTOR COMPENSATION IN FISCAL YEAR 2025

    | | Fees Earned or Paid in Cash | Stock Awards | All Other Compensation | Total | | Name | ($) (1) | ($) (2) (3) | ($) (4) | ($) | | David K Chene (5) | $195,000 | $147,984 | $225 | $343,209 | | Patrick J Bartels Jr. (6) | $185,000 | $147,984 | $380 | $333,364 | | Wilson L. White | $210,000 | $147,984 | $180 | $358,164 | | Scott D Vogel (6) | $175,000 | $147,984 | $380 | $323,364 | | Mark D. Zeitchick | $500,000 | $— | $1,188 | $501,188 | | Richard J. Lampen | $144,000 | $147,984 | $3,708 | $295,692 | | Perry Weitz (7) | $13,628 | $151,465 | $381 | $165,474 |

  21. NON-EMPLOYEE DIRECTOR COMPENSATION IN FISCAL YEAR 2025

    ___________________________ (1)Represents service for the year ended December 31, 2025. (2)Represents the aggregate grant date fair value of restricted stock granted under the 2021 Plan on June 28, 2025 (in the case of Messrs. Bartels, Chene, Vogel, White and Lampen) and November 26, 2025 (in the case of Mr. Weitz), as determined in accordance with FASB ASC Topic 718. (3)At December 31, 2025, Messrs. White, Zeitchick, Lampen and Weitz held 102,763; 40,780; 61,983; and 58,594 shares of unvested restricted stock, respectively. (4)Represents the value of life insurance premiums paid by the Company in 2025. (5)The named individual resigned from the Board of Directors effective October 24, 2025. Effective upon such resignation, all shares of previously unvested restricted stock were forfeited. (6)The named individuals resigned from the Board of Directors effective November 3, 2025. Effective upon such resignation, all shares of previously unvested restricted stock vested in full. (7)Mr. Weitz was appointed to the Board and the Audit Committee on November 3, 2025.