Abacus Global Management Inc

This management proposal asks shareholders to approve the 2026 Long-Term Equity Incentive Plan (the “2026 LTIP”), which would replace the nearly exhausted 2024 LTIP and reserve 17,000,000 shares for equity awards (all of which may be issued as incentive stock options) and include a $250,000-per-year cap on non-employee director awards plus an automatic annual share increase (an evergreen) for three years limited to the lesser of 5% of outstanding shares or a board-determined smaller number. Management seeks approval to preserve its ability to grant equity incentives it views as essential to attract, retain and motivate employees and to align management with long-term stockholder interests; it warns that without approval the company may need to increase cash compensation, which it views as undesirable. The proposal is transactionally and governance-significant because it authorizes a material pool of new shares and an evergreen that could dilute existing holders; however, the plan contains standard governance mitigants (director award cap) and the evergreen is time-limited and modest in scope. The proxy also discloses that conditional, significant performance-based grants have already been approved by the Compensation Committee (including large CEO/CFO awards contingent on performance and market-cap triggers), which increases the near-term dilutive impact if the plan is approved and performance conditions are achieved. The board recommends a FOR vote, arguing the business need for ongoing equity grants and alignment with stockholders, while noting that awards remain subject to committee oversight, vesting and performance conditions. Key execution risks for an investor to consider are the scale of potential future grants relative to share count and the specifics of performance triggers and repricing protections; governance considerations include the time-limited evergreen and director award limit, but investors may still request clearer caps on executive single-year grants and dilution metrics. On balance, approval preserves the company’s compensation flexibility and supports retention, but investors should weigh the dilutive scope against the disclosed alignment mechanisms and the company’s compensation practices and anticipated award pacing.

This advisory management proposal requests a non-binding approval of the named executive officers’ compensation as disclosed in the proxy, seeking shareholder endorsement of the company’s pay philosophy and specific awards. Management argues pay mixes and incentive structures are designed to recruit and retain talent, align pay with short- and long-term performance (including large equity grants and performance-based RSUs), and balance cash versus equity to incent long-term value creation. The Compensation Committee has approved sizable conditional equity awards (including multi-hundred-thousand- to multi-million-share RSU grants and performance contingencies tied to Adjusted Net Income and market capitalization), which amplifies the materiality of the advisory vote because these awards will significantly affect realized pay if performance thresholds are met. The advisory nature of the vote means it won’t bind the Board, but a negative outcome would likely trigger engagement and potential changes to compensation design and governance. From a governance perspective, investors will evaluate whether pay outcomes are justified by 2025 results (the proxy shows strong Adjusted Net Income growth in 2025) versus potential dilution and the scale of CEO/CFO awards, and whether performance metrics are rigorous and aligned with long-term value. The Board recommends a FOR vote and commits to consider shareholder feedback; institutional investors typically use this vote to signal approval of pay practices and as a trigger for engagement if there is significant opposition. Sophisticated investors should assess the detailed award schedules, clawback/recoupment provisions, change-in-control and severance protections, and the extent to which compensation is performance-vested versus time-based before deciding how to vote.

This management proposal asks shareholders to indicate, on a non-binding basis, whether Say-on-Pay votes should occur every 1, 2 or 3 years; the Board recommends every 3 years. The Board’s rationale is that executive compensation programs are designed for multi-year performance and a triennial frequency provides time to assess long-term outcomes and respond thoughtfully to shareholder concerns. For investors, a less frequent advisory vote reduces administrative noise and gives management time to implement pay-for-performance plans, but also reduces opportunities for shareholders to signal dissatisfaction quickly. Given the company’s recent large conditional equity grants and multi-year performance metrics, the Board’s 3-year recommendation is consistent with management’s desire to measure outcomes over longer cycles; however, activists or large institutions may still prefer annual votes to retain leverage. Because the vote is advisory, a plurality outcome will be considered by the Board but will not bind it; a clear shareholder preference for a different frequency could nevertheless lead to changes in practice. Investors should weigh the company’s pay cadence, the stretch of performance metrics, and recent compensation outcomes when deciding whether more frequent feedback is warranted.