Ferdinand Groenewald

About Ferdinand Groenewald

Ferdinand Groenewald (age 41) has been an independent director of HeartCore Enterprises, Inc. (HTCR) since January 24, 2022; he is a certified public accountant with extensive public-company finance and accounting experience and is designated the audit committee financial expert under SEC rules . His background includes Chief Accounting Officer of Sadot Group (f/k/a Muscle Maker) in 2022 and Chief Financial Officer of Muscle Maker from 2018–2022; he holds a B.S. in Accounting from the University of South Africa .

Past Roles

External Roles

Board Governance

• Committee assignments and chair roles
  • Audit Committee: Chair; designated “audit committee financial expert.” 2022: committee of five independents; 2023: continued chair; 2024: committee of three independents (Groenewald, Neville, Sato) with Groenewald as Chair; 2025: same composition pending Neville’s resignation, with Ms. Lee expected to replace Neville .
  • Compensation Committee: Formed Feb 14, 2025 after HTCR ceased being a controlled company; Groenewald appointed member (Neville Chair; Sato member; Ms. Lee expected to replace Neville as member/Chair) .
  • Nominating & Corporate Governance Committee: Formed Feb 14, 2025; Groenewald appointed member; Sato Chair; Ms. Lee expected to replace Neville as member .
• Independence: Board determined Groenewald is independent under Nasdaq rules in 2023, 2024, and 2025; company is transitioning to a majority-independent board following end of “controlled company” status .
• Attendance and engagement: In 2023 and 2024, the Board held 12 meetings; the Audit Committee held one meeting each year; each director attended more than 75% of combined Board and committee meetings; all directors attended the 2024 annual meeting (four attended in 2023) .
• Governance transition: HTCR ceased to be a “controlled company” in 2025, formed Compensation and Nominating/Governance Committees on Feb 14, 2025, and is within the one-year phase-in to achieve a majority-independent board (expected 3 of 5 directors independent post-resignations) .
• Audit Committee responsibilities include auditor appointment, scope, pre-approval of fees, internal controls, related party transactions review, and complaint procedures .

Fixed Compensation

Fee schedule (effective per 2024/2025 disclosures):

• Annual board retainer: $50,000 (non-employee directors) .
• Committee fees: Audit Chair $7,000; Audit member $4,000; Compensation Chair $7,000; Compensation member $4,000; Nominating/Governance Chair $6,000; Nominating/Governance member $3,000 .

Notes:

• Directors reimbursed for reasonable expenses; employee-directors receive no additional pay for board service .
• Independent Director Agreement: Groenewald previously entered the company’s form of Independent Director Agreement (no detailed terms disclosed in proxy) .

Performance Compensation

• No performance-based director compensation, cash bonus targets, or equity incentive metrics disclosed for non-employee directors in 2022, 2023, or 2024; director pay was cash-only based on retainer and committee roles .

Other Directorships & Interlocks

Expertise & Qualifications

• CPA; designated audit committee financial expert under SEC rules; deep financial reporting, compliance, and audit oversight experience aligned with Audit Chair role .
• Prior public-company CFO/CAO experience (Muscle Maker/Sadot), plus consulting and reporting roles across firms and industries .
• Bachelor of Science in Accounting (University of South Africa) .

Equity Ownership

Notes:

• No pledging or hedging activity disclosed for Groenewald in proxies; no director-specific related-party transactions disclosed involving Groenewald .

Governance Assessment

Strengths

• Independence and role concentration in oversight: Independent director since 2022; Audit Committee Chair and SEC-designated financial expert, with mandates that include related-party transaction review and auditor oversight .
• Engagement: Board met 12 times in 2023 and 2024; each director attended >75% of meetings; audit committee met (one meeting each year) and issued formal audit reports, indicating formal oversight processes are in place .
• Governance transition: Following loss of “controlled company” status in 2025, Board formed Compensation and Nominating/Governance Committees (both fully independent), strengthening checks and balances; expected majority-independent board within Nasdaq’s phase-in .

Investor watch items / potential red flags

• Alignment: Director compensation is entirely cash with no recurring equity grants and no disclosed director stock ownership guidelines; Groenewald reported no beneficial ownership in 2022–2024, which may limit “skin-in-the-game” alignment versus equity-heavy peer practices .
• Audit Committee cadence: Audit Committee held only one meeting in both 2023 and 2024; while small-cap realities may explain cadence, low meeting frequency can raise questions on depth of audit/risk oversight during volatile periods .
• Disclosure inconsistency: 2023 proxy reports a Nasdaq public-company directorship at Syla Technologies effective Dec 1, 2022, but 2024 and 2025 proxies state no reporting-company directorships; investors may seek clarification to resolve this discrepancy and assess any interlocks or time commitments .
• Historical controlled-company exemptions: HTCR previously utilized Nasdaq controlled-company exemptions (e.g., no compensation or nominating committee), reducing certain governance protections until early 2025; transition underway but completion and effectiveness should be monitored .

Related-party exposure context (company-level)

• The Audit Committee (chaired by Groenewald) is responsible for reviewing and approving related-party transactions; company disclosures list balances with entities affiliated with the CEO (e.g., loan receivable from Heartcore Technology Inc.) and small due-to-related-party amounts; no transactions identified involving Groenewald personally in proxies reviewed .