Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-10-09

FGC (FGC)

CEO D Cerminara was paid $1,398,739 in fiscal year 2025 (SEC filing 0001493152-26-046532 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$1,398,739
D Cerminara total, FY2025
—
CEO pay percentile vs peers
—
CEO-to-median pay ratio
98.91%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- D Cerminara (Chief Executive Officer), FY2025 total compensation $1,398,739 (base salary $0) [exec_comp, SEC accession 0001493152-26-046532, filed 2026-10-09]

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FGC's next annual pay disclosure, estimated October 9, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
D Cerminara$0$200,000$1,023,750$0$0$0$174,989$1,398,739
Chief Executive Officer
Larry Swets550,000200,000591,50000038,7681,380,268
Head of Merchant Banking and Former President & Chief Executive Officer
Maja Vujinovic200,000125,000773,5000002,7711,101,271
CEO of Digital Assets
Mark Roberson400,000175,000000011,319586,319
Chief Financial Officer
Todd Major325,000175,00000009,433509,433
Chief Accounting Officer

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
D Cerminara$1,398,739$633,500—↑ +765,239
Larry Swets1,380,268593,015—↑ +787,253
Maja Vujinovic1,101,271———
Mark Roberson586,319382,883—↑ +203,436
Todd Major509,433318,883—↑ +190,550

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against FGC
No companies currently name FGC as a compensation peer in their most recent disclosure.

This is the complete answer, not a partial one — the list is never padded.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

05

Incentive-plan design — the Compensation Discussion & Analysis

We design our executive compensation programs to implement our core objectives of attracting key leaders, motivating our executives to remain with the Company for long and productive careers, rewarding sustained financial and operating performance and leadership excellence and aligning the long-term interests of our executives with those of our stockholders.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultant—
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20252025-12-3017,594,033193,773870,92598.91%Passed
20242024-12-19576,70412,2332,38697.92%Passed
20212021-12-154,024,83256,9746,21598.6%Passed
20202020-12-143,305,838675,5752,08583.03%Passed
20192019-12-17—————
20182018-05-31—————

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20252025-12-3098.91%a
20242024-12-1997.92%b
20212021-12-1598.6%c

a. Voting standard not stated in the filing.

b. Voting standard not stated in the filing.

c. Voting standard not stated in the filing.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Scott D. WollneyIndependent · Lead Independent Director · Audit Committee (Chair) · Compensation and Management Resources Committee$0$116,989———$116,989
Michael C. MitchellIndependent · Compensation and Management Resources Committee (Chair) · Nominating and Corporate Governance Committee0106,989———106,989
Richard E. Govignon JrIndependent · Nominating/Governance (Chair)0104,989———104,989
Rita HayesIndependent · Audit Committee · Compensation and Management Resources Committee0103,989———103,989
Ndamukong SuhIndependent · Nominating and Corporate Governance Committee0101,989———101,989
Robert J. RoschmanIndependent · Audit Committee0101,989———101,989
D. Kyle CerminaraEmployee director · Board Chair00———0
Maja VujinovicEmployee director · Not standing for re-election · Departed during FY00———0
Jose VargasEmployee director00———0
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$0
Equity awards (grant-date value)$636,934
All other compensation$0
Total cost of the board$636,934

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1FGC2025D Cerminara$0$1,023,750$0$0$1,398,739

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10d

Frequently asked questions

Who was the highest-paid executive at FGC in fiscal 2025?
As disclosed, D Cerminara (Chief Executive Officer) was the highest-paid executive at FGC in fiscal 2025, with total compensation of $1,398,739.
How did shareholders vote on FGC's executive compensation?
As disclosed, 98.91% of shareholders supported FGC's executive compensation in the latest say-on-pay vote.
How much does FGC spend in total on board compensation for fiscal 2025?
As disclosed, FGC reported total board compensation of $636,934 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, D CerminaraDEF 14A2026-10-090001493152-26-046532Section “Executive Compensation”. As printed: 1,398,739. Filing ↗machine: r1 · c23 · span 373343–373352
2Section 01, Larry SwetsDEF 14A2026-10-090001493152-26-046532Section “Executive Compensation”. As printed: 1,380,268. Filing ↗machine: r7 · c23 · span 396096–396105
3Section 01, Maja VujinovicDEF 14A2026-10-090001493152-26-046532Section “Executive Compensation”. As printed: 1,101,271. Filing ↗machine: r9 · c23 · span 403710–403719
4Section 01, Mark RobersonDEF 14A2026-10-090001493152-26-046532Section “Executive Compensation”. As printed: 586,319. Filing ↗machine: r3 · c23 · span 380932–380939
5Section 01, Todd MajorDEF 14A2026-10-090001493152-26-046532Section “Executive Compensation”. As printed: 509,433. Filing ↗machine: r5 · c23 · span 388507–388514
6Section 08, Scott D. WollneyDEF 14A2026-10-090001493152-26-046532Section “Director Compensation”. As printed: 116,989. Filing ↗machine: span 304758–304829
7Section 08, Michael C. MitchellDEF 14A2026-10-090001493152-26-046532Section “Director Compensation”. As printed: 106,989. Filing ↗machine: span 294651–294722
8Section 08, Richard E. Govignon JrDEF 14A2026-10-090001493152-26-046532Section “Director Compensation”. As printed: 104,989. Filing ↗machine: span 292632–292703
9Section 08, Rita HayesDEF 14A2026-10-090001493152-26-046532Section “Director Compensation”. As printed: 103,989. Filing ↗machine: span 290586–290657
10Section 08, Ndamukong SuhDEF 14A2026-10-090001493152-26-046532Section “Director Compensation”. As printed: 101,989. Filing ↗machine: span 298693–298764
11Section 08, Robert J. RoschmanDEF 14A2026-10-090001493152-26-046532Section “Director Compensation”. As printed: 101,989. Filing ↗machine: span 296680–296751
12Section 08, D. Kyle CerminaraDEF 14A2026-10-090001493152-26-046532Section “Director Compensation”. As printed: 0. Filing ↗
13Section 08, Maja VujinovicDEF 14A2026-10-090001493152-26-046532Section “Director Compensation”. As printed: 0. Filing ↗
14Section 08, Jose VargasDEF 14A2026-10-090001493152-26-046532Section “Director Compensation”. As printed: 0. Filing ↗
15Section 06, 2025 voteForm 8-K2025-12-310001493152-25-029720Item 5.07 · say-on-pay result. As reported: 98.91% (votes for as printed: 17,594,033). Filing ↗
16Section 06, 2024 voteForm 8-K2024-12-200001493152-24-050926Item 5.07 · say-on-pay result. As reported: 97.92% (votes for as printed: 576,704). Filing ↗
17Section 06, 2021 voteForm 8-K2021-12-170001493152-21-031813Item 5.07 · say-on-pay result. As reported: 98.6% (votes for as printed: 4,024,832). Filing ↗
18Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
19Section 09b board cost (computed)Computed——Cash 0 + equity 636,934 + all other 0 = 636,934, summed across the director compensation table rows.machine: formula: Σ = 636,934
20FGC (subject), Section 10b CEO totalDEF 14A2026-10-090001493152-26-046532CEO total compensation as printed in FGC's own proxy. As printed: 1,398,739. Filing ↗machine: r1 · c23 · span 373343–373352

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