Fiscal year 2025 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.
Each company listed discloses RHLD in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named RHLD in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Tom Knott | $750,000 | $1,500,000 | $0 | $0 | $0 | $0 | $14,000 | $2,264,000 |
| Chief Executive Officer | ||||||||
| Kurt Schoen | 500,000 | 700,000 | 0 | 0 | 0 | — | 14,000 | 1,214,000 |
| Chief Financial 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.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Tom Knott | $2,264,000 | — | — | — |
| Kurt Schoen | 1,214,000 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Kurt Schoen | Chief Financial Officer | 2026-05-13 | A | 450 | $108 | $48,753 | Common | Form 4 ↗ |
| Krishna Mikkilineni | Director | 2026-05-14 | A | 921.4 | 109 | 99,990 | Common | Form 4 ↗ |
| Dividend-equivalent accruals | 2026-06-11 | — | 13,068 | — | — | 10 insiders, 10 accrual rows | ||
| Wayne Hewett | Director | 2026-06-11 | A | 3,630 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Timothy Mahoney | Director | 2026-06-11 | A | 3,630 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Kurt Schoen | Chief Financial Officer | 2026-05-13 | A | 450 | $108 | $48,753 | Common | Form 4 ↗ |
| Krishna Mikkilineni | Director | 2026-05-14 | A | 921.4 | 109 | 99,990 | Common | Form 4 ↗ |
| Mark R. James | Director | 2026-06-11 | A | 1,452 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Wayne Hewett | Director | 2026-06-11 | A | 3,630 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Paul Galant | Director | 2026-06-11 | A | 1,452 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Timothy Mahoney | Director | 2026-06-11 | A | 3,630 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Jane J. Thompson | Director | 2026-06-11 | A | 1,452 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Joseph J. Deangelo | Director | 2026-06-11 | A | 1,452 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| John D. Cote | Director | 2026-06-11 | A | 1,452 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Krishna Mikkilineni | Director | 2026-06-11 | A | 1,452 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Wayne Hewett | Director | 2026-06-11 | A | 726 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Roger Fradin | Director | 2026-06-11 | A | 1,452 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Brian F. Hughes | Director | 2026-06-11 | A | 1,452 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Timothy Mahoney | Director | 2026-06-11 | A | 726 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Tom Knott | OPTION | 2024-10-01 | — | — | — | — | $6,000,000 |
| David M. Cote | OPTION | 2024-10-01 | — | — | — | — | 6,000,000 |
| Kurt Schoen | RSU | 2024-10-01 | — | — | — | — | 5,500,000 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Tom Knott | $0 | $0 | $6,000,000 | 0.0% |
| David M. Cote | 0 | 0 | 6,000,000 | 0.0% |
| Kurt Schoen | 5,500,000 | 0 | 0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
We use annual cash incentive bonuses to motivate our NEOs to drive continuous improvement year over year and enhance stockholder value. Consistent with our compensation philosophy, these annual incentive bonuses are intended to help us deliver a competitive total cash compensation opportunity.
| CEO STI target (% of salary) | 100% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | True |
| Anti-hedging | True |
| Anti-pledging | True |
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Wayne HewettIndependent · Audit Committee · Newly elected | $50,015 | $0 | $418,489 | $0 | $0 | $468,504 |
| Timothy MahoneyIndependent · Compensation Committee · Newly elected | 50,009 | 0 | 418,492 | 0 | 0 | 468,501 |
| Annual cash retainer | $0 |
|---|---|
| Annual equity retainer | $100,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | Overseeing stock ownership guidelines and compensation recoupment policy |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $100,024 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $100,024 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Resolute Holdings Management, Inc. | 2025 | Tom Knott | $750,000 | $0 | $0 | $0 | $2,264,000 |
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.
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.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Tom Knott | DEF 14A | 2026-04-24 | 0001104659-26-048648 | Section “2025 Summary Compensation Table”. As printed: 2,264,000. Filing ↗machine: r1 · c38 · span 425244–425253 |
| 2 | Section 01, Kurt Schoen | DEF 14A | 2026-04-24 | 0001104659-26-048648 | Section “2025 Summary Compensation Table”. As printed: 1,214,000. Filing ↗machine: r3 · c38 · span 432958–432967 |
| 3 | Section 03, Tom Knott OPTION | DEF 14A | 2026-04-24 | 0001104659-26-048648 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 4 | Section 03, David M. Cote OPTION | DEF 14A | 2026-04-24 | 0001104659-26-048648 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 5 | Section 03, Kurt Schoen RSU | DEF 14A | 2026-04-24 | 0001104659-26-048648 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 6 | Section 07, pay ratio | 10-K | 2026-03-12 | 0001104659-26-027050 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 7 | Section 08, Wayne Hewett | DEF 14A | 2026-04-24 | 0001104659-26-048648 | Section “Director Compensation”. As printed: 468,504. Filing ↗machine: t19 · r5 · c17 · span 347899–347906 |
| 8 | Section 08, Timothy Mahoney | DEF 14A | 2026-04-24 | 0001104659-26-048648 | Section “Director Compensation”. As printed: 468,501. Filing ↗machine: t19 · r8 · c17 · span 354176–354183 |
| 9 | Section 02, Kurt Schoen 2026-05-13 | Form 4 | 2026-05-15 | 0001628280-26-035754 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 10 | Section 02, Krishna Mikkilineni 2026-05-14 | Form 4 | 2026-05-15 | 0001628280-26-035760 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 11 | Section 02, Mark R. James 2026-06-11 | Form 4 | 2026-06-15 | 0000950142-26-001797 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 12 | Section 02, Wayne Hewett 2026-06-11 | Form 4 | 2026-06-15 | 0000950142-26-001795 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 13 | Section 02, Paul Galant 2026-06-11 | Form 4 | 2026-06-15 | 0000950142-26-001794 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 14 | Section 02, Timothy Mahoney 2026-06-11 | Form 4 | 2026-06-15 | 0000950142-26-001798 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 15 | Section 02, Jane J. Thompson 2026-06-11 | Form 4 | 2026-06-15 | 0000950142-26-001800 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 16 | Section 02, Joseph J. Deangelo 2026-06-11 | Form 4 | 2026-06-15 | 0000950142-26-001792 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 17 | Section 02, John D. Cote 2026-06-11 | Form 4 | 2026-06-15 | 0000950142-26-001791 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 18 | Section 02, Krishna Mikkilineni 2026-06-11 | Form 4 | 2026-06-15 | 0000950142-26-001799 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 19 | Section 02, Wayne Hewett 2026-06-11 | Form 4 | 2026-06-15 | 0000950142-26-001795 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 20 | Section 02, Roger Fradin 2026-06-11 | Form 4 | 2026-06-15 | 0000950142-26-001793 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 21 | Section 02, Brian F. Hughes 2026-06-11 | Form 4 | 2026-06-15 | 0000950142-26-001796 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 22 | Section 02, Timothy Mahoney 2026-06-11 | Form 4 | 2026-06-15 | 0000950142-26-001798 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 23 | Section 03b vehicle mix (computed) | Computed | — | computed | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 24 | Section 09b board cost (computed) | Computed | — | computed | Cash 100,024 + equity 0 + all other 0 = 100,024, summed across the director compensation table rows.machine: formula: Σ = 100,024 |
| 25 | Resolute Holdings Management, Inc. (subject), Section 10b CEO total | DEF 14A | 2026-04-24 | 0001104659-26-048648 | CEO total compensation as printed in Resolute Holdings Management, Inc.'s own proxy. As printed: 2,264,000. Filing ↗machine: r1 · c38 · span 425244–425253 |