Ndamukong Suh
About Ndamukong Suh
Ndamukong Suh, age 38, was appointed to the FG Nexus Inc. (FGNX) Board of Directors on February 29, 2024; he is classified as an independent director under Nasdaq and SEC rules. He is an independent private investor with ownership interests in real estate development across Michigan, Nebraska, and Oregon; he previously played in the NFL from 2010–2022. He holds a Bachelor’s degree in Engineering (Construction Management) from the University of Nebraska and served on the Board of Directors of FGH from January 2016 to February 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FGH | Director | Jan 2016 – Feb 2024 | Not disclosed |
| National Football League | Professional athlete | 2010 – 2022 | Not applicable |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| FG Merger II Corp. | Senior advisor to the board | Since Oct 2023 | SPAC; board advisory role |
| FG Merger III Corp. | Senior advisor to the board | Since Nov 2023 | SPAC; board advisory role |
| Ember Technologies | Board of Advisors member | Not disclosed | Privately held manufacturer of temperature-adjustable dishware/drinkware |
| Cizzle Brands Corporation (Cboe Canada: CZZL; OTCQB: CZZLF) | Director | Since Aug 2025 | Sports nutrition company |
| Suh Family Foundation | Founder and Director | Not disclosed | Philanthropic foundation |
Board Governance
- Independence: Suh is one of six independent directors (majority independent board) as defined by Nasdaq and SEC rules .
- Board meetings and attendance: The board held 16 meetings in 2024; no director attended fewer than 75% of board and committee meetings on which they served during their service period .
- Committee assignments: Suh serves on the Nominating & Corporate Governance Committee; he is not a chair. Committee chairs: Audit—Scott D. Wollney; Compensation & Management Resources—Michael C. Mitchell; Nominating & Corporate Governance—Richard E. Govignon, Jr. .
- Committee activity: Audit Committee held 7 meetings; Compensation Committee held 3 meetings; Nominating Committee held 1 meeting in 2024 .
- Executive sessions: Independent directors meet in executive session without management present .
- Annual meeting attendance policy and signal: FG Nexus has no formal policy for director attendance at annual stockholders’ meetings; only 2 of the 7 directors serving in Dec 2024 attended the Dec 19, 2024 annual meeting (Board-level engagement risk) .
| Committee | Suh’s Role | Chair | Meetings (2024) |
|---|---|---|---|
| Audit | Not a member | Scott D. Wollney | 7 |
| Compensation & Management Resources | Not a member | Michael C. Mitchell | 3 |
| Nominating & Corporate Governance | Member | Richard E. Govignon, Jr. | 1 |
Fixed Compensation
- Program terms (2024): Annual director retainer $50,000; Chair of Board additional $75,000; Audit/Compensation Committee chair additional $15,000; Committee membership fee $2,000; Annual RSU grant $50,000; retainers in 2024 were paid in shares of common stock .
- Suh’s 2024 director compensation: All equity; no cash fees recorded; total stock awards $93,333, total $93,333 (appointed Feb 29, 2024) .
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $0 | Retainers paid in stock in 2024 |
| Stock Awards | $93,333 | Includes retainer paid in stock; annual RSU grant of $50,000 issued during 2025 |
| Total | $93,333 | — |
| Standard Director Pay Elements (2024) | Amount ($) |
|---|---|
| Annual Retainer (per Director) | $50,000 |
| Chairman of the Board Additional Retainer | $75,000 |
| Audit Committee Chair Additional Retainer | $15,000 |
| Compensation Committee Chair Additional Retainer | $15,000 |
| Committee Membership (non-chair) | $2,000 |
| Annual RSU Grant (per Director) | $50,000 |
Performance Compensation
- No performance-based metrics are disclosed for director equity; director RSUs are described as an annual grant by value (service-based structure implied, but vesting/performance terms for directors are not specified in the proxy) .
| Performance Metric | Definition | Applies to Director Awards? |
|---|---|---|
| Revenue/EBITDA targets | Quantitative financial thresholds | Not disclosed for directors |
| TSR percentile | Relative performance vs peers | Not disclosed for directors |
| ESG goals | Non-financial performance targets | Not disclosed for directors |
| Annual RSU value | Fixed grant value per director | $50,000; issued in 2025 for 2024 program |
Other Directorships & Interlocks
- Interlocks: Suh’s advisory roles to FG Merger II and FG Merger III boards overlap with FGNX director Scott D. Wollney, who serves on the boards of both SPACs—suggesting information flow/network overlap across affiliated entities (monitor for related-party dynamics and deal flow bias) .
- OGroup LLC influence: A side letter gives OGroup LLC the right to designate two directors (Maja Vujinovic and Jose Vargas were appointed on Aug 4, 2025); while not Suh-specific, it signals concentrated influence in board composition until July 22, 2028 or cessation of digital assets business .
Expertise & Qualifications
- Investing/real estate: Independent private investor with real estate development interests in multiple states .
- Board/market: Advisory roles at SPACs (FG Merger II & III) and technology consumer products (Ember Technologies); public company director at Cizzle Brands (Canada and OTC QB) .
- Education: Bachelor’s in Engineering focused on Construction Management (University of Nebraska) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned by Suh | 10,573 | Direct ownership |
| Company shares outstanding (Record Date) | 42,215,225 | Basis for beneficial ownership table |
| RSUs outstanding as of 12/31/2024 | 0 | Suh had no RSUs outstanding at year-end; annual RSU grants for 2024 were issued in 2025 |
| Options/Warrants | Not disclosed for Suh | Footnote notes direct common only |
| Hedging/Pledging | Prohibited by company policy for directors | Insider Trading Policy prohibits hedging and pledging/margin accounts |
Governance Assessment
-
Strengths:
- Independence and active committee membership (Nominating & Corporate Governance) enhance board oversight of governance principles and director selection .
- High board/committee attendance compliance (>75%) and 16 board meetings in 2024 indicate reasonable engagement; independent directors hold executive sessions .
- Director compensation structure emphasizes equity (stock retainers and RSUs), aligning director incentives with shareholder outcomes; Suh’s 2024 mix was 100% equity ($93,333) .
-
Watch items / RED FLAGS:
- Annual meeting engagement: Only 2 of 7 directors attended the Dec 19, 2024 stockholders’ meeting (board-level engagement signal to monitor) .
- Interlocks/affiliations: Overlap with FG-affiliated SPACs (FG Merger II & III) across multiple directors/advisors (including Suh and Wollney) may create perceived conflicts if future transactions involve FGNX or affiliates; Audit Committee oversees related-party transactions, but continued monitoring is warranted .
- Performance linkage: Director equity appears primarily time-based with no disclosed performance conditions; this can dilute pay-for-performance signaling for governance-sensitive investors .
-
Compliance signals:
- Section 16 reporting: Proxy notes late filings for two individuals (Wollney and Swets) but does not indicate issues for Suh; overall compliance otherwise believed timely in 2024 .
- Hedging/pledging prohibited for directors, supporting alignment and risk mitigation .