Posted 29 February, 2024
Fundamental Global Inc. appointed Mr. Cerminara as new CEO
Nasdaq:FGF appointed new Chief Executive Officer Mr. Cerminara in a 8-K filed on 29 February, 2024.
Effective as of the closing of the Merger, the Board appointed Mr. Cerminara as the Chief Executive Officer of the Company, and Mark D. Roberson as Chief Financial Officer and Secretary of the Company.
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Overview of Fundamental Global Inc.
Financial Services • Non-Life Insurance
FG Financial Group, Inc. operates as a reinsurance and investment management holding company. The firm focuses on collateralized and loss-capped reinsurance. The company was founded on October 2, 2012 and is headquartered in Itasca, IL.Market Cap
$41.3M
View Company Details
$41.3M
Relevant filing section
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Board of Directors Effective immediately following the closing of the Merger, the Board of Directors of the Company (the "Board") increased in size from six to seven directors. In connection with the closing of the Merger, E. Gray Payne and Larry G. Swets, Jr., resigned from the Board. In addition, in accordance with the terms of the Plan of Merger and effective immediately following the closing of the Merger each of Michael C. Mitchell, Ndamukong Suh, and Robert J. Roschman were appointed to the Board. The Board has determined that all of its directors, except for D. Kyle Cerminara, are "independent directors" as such term is defined by the applicable rules and regulations of the SEC and Nasdaq. The description of certain relationships and related transactions in the section entitled "The Merger - Interests of FGF's Directors and Executive Officers in the Merger" beginning on page 45 of the Registration Statement is incorporated herein by this reference. Other than as described in this Current Report on Form 8-K, there are no transactions to which the Company is a party in which any of the Company's directors have a material interest subject to disclosure under Item 404(a) of Regulation S-K. Committee Appointments Effective February 29, 2024, the Board appointed the following individuals to the Audit Committee, the Compensation and Management Resources Committee, and the Nominating and Corporate Governance Committee: - Audit Committee: Scott Wollney (Chair), Rita Hayes, Robert Roschman. - Compensation and Management Resources Committee: Michael Mitchell (Chair), Rita Hayes, Scott Wollney. - Nominating and Corporate Governance Committee: Richard Govignon (Chair), Michael Mitchell, Ndamukong Suh. Executive Officers In connection with the Merger, Larry G. Swets, President and Chief Executive Officer of the Company prior to the closing of the Merger, and Hassan R. Baqar, Executive Vice President, Chief Financial Officer and Secretary of the Company prior to the closing of the Merger, resigned from their respective positions with the Company. Messrs. Swets and Baqar will remain with the Company leading the Company's merchant banking and SPAC businesses. Effective as of the closing of the Merger, the Board appointed Mr. Cerminara as the Chief Executive Officer of the Company, and Mark D. Roberson as Chief Financial Officer and Secretary of the Company. Biographical information for Mr. Cerminara is set forth in the Company's definitive proxy statement filed by the Company with the SEC on November 1, 2023. The description of certain relationships and related transactions in the section entitled "The Merger - Interests of FGF's Directors and Executive Officers in the Merger" beginning on page 45 of the Registration Statement is incorporated herein by this reference. Other than as described in this Current Report on Form 8-K, there are no transactions to which the Company is a party in which Mr. Cerminara has a material interest subject to disclosure under Item 404(a) of Regulation S-K. Mr. Roberson, 59, served as the Chief Executive Officer of FGH from April 2020 until the closing of the Merger, and served as Executive Vice President, Chief Financial Officer and Treasurer of FGH from November 2018 to April 2020. Mr. Roberson brings an extensive background in executive leadership, operations, corporate finance, SEC reporting, treasury, and mergers and acquisitions. Mr. Roberson has also served as Chief Executive Officer of Strong Global Entertainment, Inc. (NYSE American: SGE), a majority owned subsidiary of the Company which conducted its initial public offering in May 2023, since November 2021. He previously served as Chief Operations Officer of Chanticleer Holdings, Inc., a Nasdaq-listed restaurant operating company, from May 2015 to November 2018, and as Chief Executive Officer of PokerTek, Inc., a then-Nasdaq-listed gaming technology company, from February 2010 to October 2014 (having served as Acting Chief Executive Officer from May 2009 until February 2010). He also served as Chief Financial Officer and Treasurer of PokerTek, Inc. from October 2007 until October 2014. Mr. Roberson previously held positions of increasing responsibility at Curtiss-Wright, Inc., a NYSE-listed aerospace and defense contractor, Krispy Kreme Doughnut Corporation, a then-NYSE-listed fast-casual restaurant franchisor and operator, and LifeStyle Furnishings International, a $2 billion private equity backed furniture manufacturer. Mr. Roberson is a Certified Public Accountant who started his career with Ernst & Young and PricewaterhouseCoopers. He earned an MBA from Wake Forest University, a B.S. in Accounting from UNC-Greensboro and a B.S. in Economics from Southern Methodist University. He served on the Board of Directors of CynergisTek, Inc. (NYSE American: CTEK), a cybersecurity and information management consulting firm, from May 2016 to September 2022, where he chaired the Audit Committee. There are no transactions to which the Company is a party in which Mr. Roberson has a material interest subject to disclosure under Item 404(a) of Regulation S-K. Indemnification Agreements Following the Merger, the Company's directors and officers will enter into indemnification agreements, in substantially the form attached to the Registration Statement as Exhibit 10.1.
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