D. Kyle Cerminara
About D. Kyle Cerminara
D. Kyle Cerminara, age 48, is Chief Executive Officer and Chairman of the Board of FG Nexus Inc., appointed CEO on February 29, 2024, Chairman since May 2018, and a director since December 2016 . He holds an MBA from the University of Virginia Darden School, a B.S. in Finance and Accounting from the University of Maryland, and the CFA charter . Under SEC pay-versus-performance disclosures, FG Nexus reported cumulative total shareholder return on a $100 initial investment of $78 (2022), $44 (2023), and $24 (2024), with GAAP net income of $1.09M (2022), $3.85M (2023), and $(1.32)M (2024); note GAAP net income was not a compensation metric for NEO pay .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FG Nexus Inc. | Director; Chairman; CEO | Director since Dec 2016; Chairman since May 2018; CEO since Feb 2024 | Unified leadership structure; oversees digital asset treasury strategy |
| FG Group Holdings Inc. (NYSE American: FGH) | Director; Chairman; CEO | Director Feb 2015–Feb 2024; Chairman May 2015–Feb 2024; CEO Nov 2015–Apr 2020 | Led operations prior to merger into FG Nexus (Feb 2024) |
| Strong Global Entertainment, Inc. (NYSE American: SGE) | Chairman | Mar 2022–Sep 2024 (acquired by FG Nexus Sep 2024) | Industry leadership; integration with FG Nexus |
| BK Technologies (NYSE American: BKTI) | Director; Chairman | Director Jul 2015–Dec 2023; Chairman Jul 2022–Dec 2023 and Mar 2017–Apr 2020 | Governance and capital allocation |
| FG Acquisition Corp. / Saltire Capital Ltd. (TSX: SLT) | Chairman; Vice-Chairman | Chair Oct 2021–Sep 2024; Vice-Chairman since Sep 2024 | SPAC execution; post-merger governance |
| FG New America Acquisition Corp. (NYSE: FGNA) | Director & President | Jul 2020–Jul 2021 | SPAC merger with OppFi (NYSE: OPFI) |
| Multiple investment roles (T. Rowe Price, CR Intrinsic, Highside, Sigma) | Portfolio Manager/Analyst roles | 2001–2012 | Institutional investing, capital allocation expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FG Communities, Inc. | Chairman & President | Since Jul 2022 | Affordable housing via manufactured housing communities |
| Firefly Systems, Inc. | Director | Since Aug 2020 | Digital advertising growth oversight |
| Saltire Capital Ltd. (TSX: SLT) | Vice-Chairman | Since Sep 2024 | Post-SPAC governance and portfolio oversight |
| FG Merger II Corp. | Chairman; Senior Advisor | Chair Oct 2023–Jan 2025; Senior Advisor since Jan 2025 | SPAC pipeline and advisory |
| FG Merger III Corp. | Chairman; Senior Advisor | Chair Nov 2023–May 2025; Senior Advisor since May 2025 | SPAC IPO preparation and sector focus |
Fixed Compensation
Cerminara does not receive employee compensation as CEO and continues to be compensated as a director; his board compensation is included in NEO totals .
| Year | Salary ($) | Target/Actual Bonus ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | — | — | 458,500 (14,000 RSUs granted Jan 3, 2024, based on 2023 performance) | 175,000 (director program) | 633,500 |
| 2023 | — | — | 364,000 (5,200 RSUs granted Feb 17, 2023, based on 2022 performance) | 175,000 | 539,000 |
Director compensation program (2024 terms): annual retainer $50,000; Chairman of the Board additional retainer $75,000; Audit and Compensation Chairs $15,000; committee members $2,000; annual RSU grant $50,000; retainers paid in stock in 2024 . For 2024, Cerminara’s director compensation is reflected in the NEO table and not in the standalone director table .
Performance Compensation
| Award Type | Grant Date | Quantity | Grant-Date Fair Value ($) | Vesting Schedule | Status/Accelerations |
|---|---|---|---|---|---|
| RSUs | Jan 3, 2024 | 14,000 | 458,500 | Per award terms under 2021 Plan | Granted for 2023 performance |
| RSUs (Unvested as of 12/31/2024) | Various prior grants | 70 | 1,526 market value at $21.80 | Scheduled vest Aug 12, 2025; accelerated to Jul 31, 2025 | Accelerated vesting |
| RSUs (Unvested as of 12/31/2024) | Various prior grants | 232 | 5,058 | Scheduled equal annual vest Dec 17, 2025 & Dec 17, 2026; accelerated Jul 31, 2025 | Accelerated vesting |
| RSUs (Unvested as of 12/31/2024) | Various prior grants | 760 | 16,568 | Scheduled equal annual vest Aug 19, 2025–2027; accelerated Jul 31, 2025 | Accelerated vesting |
| RSUs | Feb 17, 2023 | 1,734 | 37,801 market value at $21.80 | Vested Feb 17, 2025 | Vested |
| RSUs (Unvested as of 12/31/2024) | Various prior grants | 1,177 | 25,659 | Scheduled equal annual vest Nov 13, 2025–2028; accelerated Jul 31, 2025 | Accelerated vesting |
| RSUs | May 21, 2025 | 1,000 | 21,800 market value at $21.80 | Vested May 21, 2025 | Vested |
| Option Awards (Exercisable) | Quantity | Strike ($) | Expiration | Notes |
|---|---|---|---|---|
| Stock options | 2,000 | 117.50 | Jan 26, 2028 | Exercisable; out-of-the-money at $21.80 year-end price |
| Stock options | 1,200 | 72.25 | Jun 6, 2029 | Exercisable; out-of-the-money at $21.80 year-end price |
Performance metric tie-ins: The company states GAAP net income did not drive NEO pay and specific pay metrics are not disclosed; equity awards noted as “based on performance” for 2022 and 2023 without detailed metric definitions; cash bonuses to other executives tied to transaction completion, indicating discretion over formulaic metrics .
Equity Ownership & Alignment
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Components |
|---|---|---|---|
| D. Kyle Cerminara | 905,610 | 2.1% | 346,527 direct; 301 in 401(k); 617 held by spouse/children; 3,200 exercisable options; 225,000 warrants (exercisable within 60 days); 329,965 shares beneficially owned by FGG (shared voting/dispositive power; disclaimed) |
- Insider Trading Policy prohibits hedging and pledging Company stock for all directors and employees, mitigating alignment risks from collateralization or derivative hedging .
- Unvested RSU holdings at 12/31/2024 subsequently accelerated or vested in 2025, potentially increasing saleable float; see Performance Compensation table for counts and dates .
Employment Terms
- No employment agreement; Cerminara does not receive employee compensation and continues to be compensated as a director .
- Equity plans (2021 and 2018) provide double-trigger vesting if awards are assumed at change-of-control and employment is terminated without cause or for good reason within two years; single-trigger vesting if awards are not assumed at change-of-control; options/SARs generally remain exercisable for full term post-vesting .
- Plan definitions of “cause” and “good reason” and standard forfeiture/acceleration mechanics for options/RSUs upon termination apply under award agreements .
Board Governance
- Dual role: Cerminara serves as Chairman and CEO; Board believes combined role provides unified leadership and efficient execution; no Lead Independent Director appointed .
- Independence: Six current directors are independent (Govignon, Hayes, Mitchell, Roschman, Suh, Wollney); committees are fully independent .
- Committees and Chairs:
- Audit: Chair Scott D. Wollney; members include Robert J. Roschman and Rita Hayes; Wollney designated “audit committee financial expert” .
- Compensation & Management Resources: Chair Michael C. Mitchell; member Rita Hayes .
- Nominating & Corporate Governance: Chair Richard E. Govignon Jr.; members Michael C. Mitchell and Ndamukong Suh .
- Board activity and oversight: 16 meetings in 2024 with ≥75% attendance; independent directors meet in executive sessions; explicit risk oversight processes across committees, including cybersecurity oversight by Audit .
Related Party Transactions
- FG Special Situations Fund: controlled by Cerminara; Company LP interests used to sponsor SPAC launches affiliated with officers/directors; fund wound down in 1H 2023; Company now holds direct LP interests in FGAC Investors LLC, FG Merger Investors LLC, and GreenFirst Forest Products Holdings, LLC (controlled by Cerminara) .
- FG Merchant Partners (FGMP): co-sponsors SPACs; Cerminara and other officers/directors hold LP interests; FGMP invests in founder shares/warrants of FG Acquisition Corp., FG Communities, Inc., and Craveworthy .
- FG Communities, Inc.: Company invested $2.0M (Oct 2022) and holds interest via FGMP; Cerminara is President and director .
- Saltire Capital Ltd./Strong/MDI: operational payables between STS and Strong/MDI; governance ties include Cerminara and Govignon on Saltire board .
- Shared Services Agreement with Fundamental Global Management (FGM): quarterly fee $456,250; Company paid $1,825,000 in 2023 and 2024; termination provisions amended (no termination fees; notice extended to 365 days) .
Performance & Track Record
| Year | TSR Value of $100 Investment | GAAP Net Income ($) |
|---|---|---|
| 2022 | $78 | $1,088,000 |
| 2023 | $44 | $3,845,000 |
| 2024 | $24 | $(1,315,000) |
- Notable achievements: Integration of FGH (Feb 2024) and SGE (Sep 2024) into FG Nexus; multiple SPAC leadership/advisory roles indicating deal execution experience .
- Pay-versus-performance note: GAAP net income was not used as a pay metric for NEOs; SEC-required disclosure for context .
Equity Ownership & Alignment (Expanded)
| Instrument | Status as of 12/31/2024 | Quantity | Price/Value Reference |
|---|---|---|---|
| RSUs (various grants) | Unvested; several accelerated/vested in 2025 | 70; 232; 760; 1,177; plus 1,734 (vested Feb 17, 2025) and 1,000 (vested May 21, 2025) | Market value ref $21.80 closing price (12/31/2024) |
| Stock options | Exercisable | 2,000 @ $117.50 (exp 1/26/2028); 1,200 @ $72.25 (exp 6/6/2029) | Out-of-the-money at $21.80 |
| Warrants | Exercisable within 60 days | 225,000 | Included in beneficial ownership |
| Hedging/Pledging | Prohibited by insider trading policy | — | Policy bans derivative hedging and pledging/margin use |
Employment Terms (Key Provisions Affecting Equity)
- 2021/2018 equity plans: double-trigger acceleration if awards assumed and termination without cause/for good reason within two years post-change-of-control; single-trigger acceleration if awards not assumed; committee discretion over award assumption and potential cash-out .
- Forfeiture/acceleration specifics for options/RSUs upon various termination scenarios outlined; death/disability exceptions grant acceleration .
Investment Implications
- Alignment and supply overhang: Large RSU accelerations and scheduled vestings in 2025 increase tradable shares, potentially elevating near-term selling pressure; options are out-of-the-money at 2024 year-end, so RSUs are the dominant equity comp lever affecting float and incentives .
- Governance risk: Dual CEO-Chairman role with no Lead Independent Director raises oversight concerns, though independent committees and majority-independent board provide mitigants; investors should monitor say-on-pay outcomes and committee independence in practice .
- Related-party exposure: Multiple transactions and affiliations with entities controlled or influenced by Cerminara (FGM, FGMP, FGC, Saltire) introduce potential conflicts; continued Audit Committee oversight and transparent disclosures are critical for investor confidence .
- Pay-for-performance clarity: Equity grants labeled “based on performance” lack disclosed metric definitions, and GAAP net income did not drive NEO pay; this reduces visibility into incentive rigor and may warrant engagement for stronger metric disclosure and alignment .