Sean McNealy
About Sean McNealy
Sean McNealy, 59, is Co‑Founder, President and a Class I director of Abacus Global Management, Inc. (“Abacus”; Nasdaq: ABL). He has led the life settlements business since co‑founding Abacus Settlements in 2004 and holds a B.S. in Marketing from the University of Central Florida (1991). He has served on Abacus’s board since the July 2023 business combination, with his current board term running to the 2027 annual meeting; as an executive director he is not independent. Operationally, Abacus reported record Q3 2025 results with revenue up 124% YoY to $63.0M, Adjusted EBITDA up 127% YoY to $37.9M, and Adjusted Net Income up 60% YoY to $23.6M; management raised 2025 adjusted earnings growth outlook to 72–81%. Pro forma adjusted EPS and related reconciliation for YTD 2025 are disclosed in the Q3 2025 10‑Q.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Abacus Global Management, Inc. | President; Director (Class I) | 2023–present | Executive leadership of public company; board term to 2027; non‑independent status as an executive director |
| Abacus Settlements, LLC | Co‑Founder and Managing Partner/President | 2004–present | Co‑founded the platform; marketing and capital markets leadership in life settlements industry |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (effective date) |
|---|---|---|---|
| Base Salary ($) | 255,000 | 300,000 | 350,000 (effective May 8, 2025) |
Notes:
- 2024 annual bonus opportunity for NEOs: 50%–200% of base salary, tied primarily to Adjusted EBITDA growth; outcome for 2024 was 200% of base (McNealy took 100% in equity RSUs).
- Executive directors received no separate director compensation.
Performance Compensation
Annual and Long‑Term Incentives Design and Outcomes
| Plan/Grant | Metric(s) | Target | Actual/Payout | Vehicle | Vesting |
|---|---|---|---|---|---|
| 2024 Annual Bonus (awarded Mar 27, 2025) | Company Adjusted EBITDA growth vs 2023 | 50%–200% of base salary depending on growth; cash/equity mix 25%–100% at Committee discretion | Company achieved >30% growth; payout determined at 200% of base; McNealy agreed to take 100% in equity RSUs (81,856 RSUs) | RSUs (81,856) | One‑third on each of the first three anniversaries of 3/27/2025 |
| 2025 Performance‑Based RSUs (PBRSUs) | 2025 Adjusted Net Income; market cap accelerators possible | Target: $70M; Stretch: $140M. Share opportunity at Target vs Stretch for Presidents: 173,031 (Target basis) / 346,062 (Stretch, i.e., 200%). Interpolation applies. If only Target met, 50% of PBRSUs forfeited. | Determined after FY2025 performance; unearned portion forfeited. | PBRSUs | After Committee determination, earned portion vests 1/3 annually over 3 years; potential accelerated vesting if market cap triggers achieved. |
| 2025 Annual Cash Bonus | 2025 Adjusted Net Income | President: $600,000 (Target); $1,200,000 (Stretch); interpolation between thresholds | Payable after Committee determination based on 2025 performance | Cash | Paid after determination (no vesting) |
Equity Grants and Stock Options Detail
| Grant Date | Instrument | Amount/Strike | Fair Value | Vesting | Expiration |
|---|---|---|---|---|---|
| Feb 13, 2024 | RSUs | 24,000 | $296,880 | 1/3 on each of first three anniversaries of grant date | n/a |
| Feb 13, 2024 | Non‑qualified Stock Options | 76,725 @ $12.37 | $299,995 | 1/3 on each of first three anniversaries of grant date | Feb 13, 2034 |
| Mar 27, 2025 | RSUs (represents 2024 bonus) | 81,856 | — | 1/3 on each of first three anniversaries of grant date | n/a |
Vesting Schedules (Insider selling pressure timing)
- Feb 13, 2024 RSUs (24,000): 8,000 vest each on 2/13/2025, 2/13/2026, 2/13/2027.
- Feb 13, 2024 Options (76,725): 25,575 vest each on 2/13/2025, 2/13/2026, 2/13/2027; expire 2/13/2034.
- Mar 27, 2025 RSUs (81,856): one‑third vests on each of 3/27/2026, 3/27/2027, 3/27/2028.
- 2025 PBRSUs: earned portion (based on 2025 Adjusted Net Income) vests 1/3 annually for 3 years from post‑determination date; potential acceleration if market cap targets are met.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 12,395,075 shares (13.0% of 95,616,386 shares outstanding as of Apr 22, 2025) |
| Components (as disclosed) | Includes RSUs representing 8,000 shares and 25,575 options that had vested by Feb 13, 2025; additional awards outstanding per tables above |
| Hedging/Pledging | Hedging and short sales prohibited; pledging prohibited unless pre‑cleared by General Counsel; pre‑clearance and blackout windows apply to directors/executives |
| Lock‑ups/Registration Rights | Amended and Restated Registration Rights Agreement in place; Company and certain holders agreed to shelf/takedown rights. “Company Holders” and Sponsor subject to transfer restrictions on 85% of shares for 24 months post‑business combination; Company separately released CEO shares on Nov 21, 2024 (noted for context) |
Employment Terms
- Employment agreements entered in 2023 in connection with the business combination; 36‑month term with 12‑month auto‑renewals unless terminated ≥90 days before expiration.
- Severance: if terminated without cause or resigns for good reason (with release), receives the greater of 12 months’ base salary or salary for the remainder of the then‑current term; non‑compete and non‑solicit covenants for 1 year post‑termination.
- Change in control: higher severance vs. non‑CIC termination; equity awards generally vest in full upon qualifying termination in connection with a change in control (per plan/award terms).
- Benefits/perqs: participates in broad‑based benefits including 401(k) with company match; no tax gross‑ups policy disclosed.
Board Governance and Director Service
- Class I director; term through 2027 annual meeting; executive director (not independent).
- Committee roles: Audit, Compensation, and Nominating/Governance Committees comprised of independent directors (McNealy not listed as a member); Compensation Committee chaired by Mary Beth Schulte.
- Director compensation: Executive directors received no director pay in 2024; non‑employee directors receive annual unrestricted stock equal to $75,000; Audit Chair receives an additional $15,000 in stock.
Related Party Transactions and Conflicts
- Nova Funds: Company provided servicing/origination to Nova entities in which McNealy (with other executives) holds an indirect minority interest; $471,094 servicing revenue in 2024; Company paid $98,400,029 to acquire policies from Nova in 2024; Nova sold its entire life settlement portfolio during 2024; $0 servicing revenue from Nova in Q1 2025.
- NIB Acquisition (Apr 24, 2025): Company acquired National Insurance Brokerage, LLC (“NIB”) for $3,000,000 total; Sellers were CEO Jay Jackson (25%) and KMG Group Holdings, LLC (75%) owned equally by co‑founders/presidents Matthew Ganovsky, K. Scott Kirby, and Sean McNealy. Accounting, fair value allocation and purchase price details disclosed.
Multi‑Year Compensation Snapshot (Named Executive Officer)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Comp ($) |
|---|---|---|---|---|---|
| 2024 | 300,000 | — | 896,880 (incl. 81,856 RSUs at $600,000 FMV) | 299,995 | 39,317 |
| 2023 | 255,000 | — | — | — | 27,978 |
Notes:
- 2024 bonus paid entirely in RSUs (81,856 units, granted 3/27/2025), vesting 1/3 annually over 3 years.
- 2024 option grant (2/13/2024): 76,725 options @ $12.37, 10‑year term, 3‑year ratable vesting.
Compensation Structure Analysis
- Shift toward equity and performance: 2024 bonus at 200% of salary paid entirely in RSUs for McNealy, increasing at‑risk, equity‑linked compensation; addition of options in 2024 introduced upside with multi‑year vesting.
- 2025 plan raises performance bar and retention hooks: PBRSU framework tied to 2025 Adjusted Net Income with meaningful forfeiture below Stretch and 3‑year time‑based vesting after determination; market‑cap accelerators add strategic focus on equity value creation.
- Governance controls: independent Compensation Committee oversees executive pay and retains consultants; executive directors receive no board retainers; hedging/pledging effectively restricted.
Risk Indicators and Red Flags
- Related‑party transactions: Ongoing and recent dealings (Nova Funds; NIB acquisition from entities owned by executives including McNealy) warrant monitoring for pricing/approval rigor and conflicts management.
- Supply overhang/vesting cadence: Multi‑year vesting from 2024 and 2025 RSU awards and option tranches creates periodic liquidity events; transfer restrictions from the business combination applied to certain holders for 24 months post‑closing.
- Policy mitigants: Strict insider trading windows and pre‑clearance, plus hedging/pledging prohibitions, reduce misalignment risk.
Investment Implications
- Alignment: Large beneficial ownership (13.0%) and equity‑heavy, performance‑tied incentives (200% 2024 bonus in RSUs; 2025 PBRSUs tied to Adjusted Net Income) align McNealy’s interests with long‑term shareholder value.
- Retention and execution: The 3‑year vesting of bonus RSUs, options, and 2025 PBRSUs provides retention hooks during Abacus’s current growth phase (record Q3 2025 revenue/Adjusted EBITDA; upgraded 2025 outlook).
- Governance watch‑items: Related‑party transactions (Nova, NIB) elevate governance risk; however, independent committees and explicit policies (no hedging/limited pledging) are in place. Monitoring committee process/valuation and any future insider share sales around vesting windows is prudent.