Thomas Fore
About Thomas Fore
Thomas Fore, age 59, is an independent director of Splash Beverage Group (SBEV) and has served on the Board since March 20, 2025 . He is currently Chair of the Audit Committee and serves on both the Compensation and Nominating & Corporate Governance Committees . The Board has determined he is independent under NYSE standards . His background includes CEO, strategy, and director roles across multiple companies, with recent public-company board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tiderock Companies, Inc. | Chief Executive Officer; Director | Jan 2021 – Oct 2025 | CEO/operating leadership |
| My Pebble Inc. | Chief Strategy Officer | Jan 2024 – Jul 2025 | Corporate strategy |
| mPhase Technologies, Inc. | Director | Mar 2023 – Jan 2024 | Public-company board experience |
| Sora Ventures LLC | Director | Since Jan 2025 | Governance oversight |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| Tiderock Companies, Inc. | Corporate | CEO; Director | Tenure Jan 2021 – Oct 2025 |
| mPhase Technologies, Inc. | Corporate | Director | Tenure Mar 2023 – Jan 2024 |
| Sora Ventures LLC | Corporate | Director | Since Jan 2025 |
Board Governance
- Committee assignments: Audit Committee Chair; member, Compensation & Management Resources Committee; member, Nominating & Corporate Governance Committee .
- Independence: Board has determined Mr. Fore is independent under NYSE rules; Audit/Comp/Nominating members (Caple, Fore, Yorke) deemed independent .
- Attendance: All directors then serving attended over 75% of applicable Board/Committee meetings in 2024; Board met six times, with six unanimous written consents (Fore joined in 2025) .
- Years of service on SBEV Board: Since Mar 20, 2025 .
Fixed Compensation
- The 2025 proxy provides 2024 director compensation for certain directors (cash fees and option awards) but does not present a Fore-specific cash retainer for 2025 given his March 2025 appointment .
Performance Compensation
| Grant Type | Grant Date | Quantity | Exercise/Strike | Term | Vesting | Notes |
|---|---|---|---|---|---|---|
| Warrants | Aug 15, 2025 | 750,000 | $0.80 per share | 5 years | Generally one-third vested immediately; remainder vests quarterly over two years, subject to continued service | Granted to each director including CEO; Fore was a director at that time |
Compensation Structure Analysis
- Equity-heavy structure for directors in 2025 via sizable warrant grants; low fixed strike ($0.80) increases dilution sensitivity but aligns incentives to share price recovery .
- Board adopted a new 2025 Equity Incentive Plan to replace the 2020 Plan, expanding long-term equity usage for employees and directors, subject to shareholder approval .
- Broader capital structure contains highly dilutive instruments (convertible preferred, notes, ELOC) that, if exercised/converted, materially dilute existing holders—raising governance scrutiny on insider equity awards granted alongside these financings .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Considerations |
|---|---|---|
| Tiderock Companies, Inc. | CEO; Director | Executive/board service; no SBEV-related transactions disclosed |
| mPhase Technologies, Inc. | Director | Prior public-company board; no SBEV-related transactions disclosed |
| Sora Ventures LLC | Director | Private governance role; no SBEV-related transactions disclosed |
Expertise & Qualifications
- Leadership and strategy: CEO (Tiderock), strategy executive (My Pebble), multiple board roles .
- Governance: Audit Committee Chair at SBEV; member of Compensation and Nominating committees .
- Independence: Determined independent by Board; suitable for key committee assignments .
Equity Ownership
| Holder | Security Type | Amount | % of Shares Outstanding | Notes |
|---|---|---|---|---|
| Thomas Fore (via TBF Holdings LLC) | Warrants to purchase common stock | 750,000 | 24.0% | Warrants held by TBF Holdings LLC controlled by Mr. Fore; as disclosed in beneficial ownership table |
- Officers and directors as a group (6 individuals) beneficially own 69.9%—indicating highly concentrated insider ownership (governance consideration) .
- Pledging/hedging: Company prohibits hedging without prior approval per insider trading policy; no pledging by Mr. Fore disclosed .
Insider Filings & Trades
| Filing Type | Status | Relevant Date(s) | Notes |
|---|---|---|---|
| Form 3 (initial statement of beneficial ownership) | Not filed as of proxy filing | Appointment effective Mar 20, 2025 | Company disclosure notes Mr. Fore had not filed Form 3 |
| Form 4 (reporting Aug 15, 2025 warrant grant) | Not filed as of proxy filing | Aug 15, 2025 | Company disclosure notes Mr. Fore (and others) had not filed Forms 4 for Aug 15, 2025 grants |
Related-Party Transactions (Fore-specific)
- The company discloses related-party financings primarily involving the CEO and lenders; no related-party transactions involving Mr. Fore are identified in the related-party section .
Governance Assessment
- Positives:
- Independent audit chair appointment signals emphasis on financial oversight; Board confirms independence under NYSE rules .
- Multi-company executive and board background supports committee work (Audit/Comp/Nominating) .
- Board engagement: all then-serving directors exceeded 75% attendance in 2024 (Fore joined 2025) .
- Risk indicators / Red flags:
- Section 16 compliance lapses: Mr. Fore had not filed Form 3 at appointment and had not filed Form 4 for Aug 15, 2025 grants as of the proxy—compliance and controls concern for investors .
- Insider equity grants: 750,000 warrants to each director at $0.80 (low strike), alongside broad-based insider warrant program (5,150,000 total) during a period of significant external dilution risk (convertibles/ELOC) .
- Concentrated insider ownership (officers and directors as a group at 69.9%) may limit minority shareholder influence and increase governance risk .
- Company-level capital structure and listing risk context (dilutive securities; reliance on ELOC; prior listing compliance issues) heightens sensitivity to board oversight and equity grant decisions .
Note: SBEV maintains an executive clawback policy aligned with NYSE Rule 10D-1 and an insider trading policy that restricts hedging without prior approval; these policies support governance but do not mitigate the specific Section 16 filing lapses disclosed for Mr. Fore .