UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements or Certain Officers.
On March 31, 2025, Standard Premium Finance Holdings, Inc. (the “Company”) amended and restated the employment agreements of William Koppelmann, its President and Chief Executive Officer, and Brian Krogol, its Chief Financial Officer. The new employment agreements with Mr. Koppelmann and Mr. Krogol have a term of five (5) years. The agreements reported herein have been approved by the Compensation Committee of the Board of Directors and the Board of Directors.
William Koppelmann
The Amended and Restated Employment Agreement provides for the following compensation:
(a) Base salary at the rate of $275,000 per year.
(b) An annual bonus pursuant to a Performance Based Cash Award Agreement with a target annual bonus of 100% of base salary based on the size of the Company’s credit facility (up to 20% of the target annual bonus), the interest rate on the credit facility (up to 10% of the target bonus), the improvement of the Company’s annual diluted earnings per share (up to 50% of the target bonus) and the listing of the Company’s common stock on the Nasdaq Stock Market (up to 20% of the target bonus).
(c) A one-time grant of 25,000 performance based restricted stock units (RSU) under the Company’s Equity Incentive Plan. Each RSU converts to one share of common stock upon vesting. Vesting of the RSUs is subject to growth rate of the Company’s improvement of the Company’s annual diluted earnings per share (up to 70% of the target bonus) and the listing of the Company’s common stock on the Nasdaq Stock Market (up to 30% of the target bonus).
(d) A grant of 5,000 RSUs which will vest and convert to one share of common stock at the rate of 1,000 per year based on Mr. Koppelmann’s continued employment with the Company through December 31 of 2025 through 2029. If Mr. Koppelmann’s employment is terminated by the Company without cause or after a change of control of the Company or should Mr. Koppelmann terminate his employment for good reason any unvested RSUs will thereupon vest. If Mr. Koppelmann’s employment is terminated for cause or by Mr. Koppelmann without good reason the unvested RSUs will expire.
Mr. Koppelmann shall also be entitled to participate in all benefits available to the Company’s senior executive officers.
Brian Krogol
The Amended and Restated Employment Agreement provides for the following compensation:
(a) Base salary at the rate of $175,000 per year.
(b) An annual bonus pursuant to a Performance Based Cash Award Agreement with a target annual bonus of 100% of base salary based on the size of the Company’s credit facility (up to 20% of the target annual bonus), the interest rate on the credit facility (up to 10% of the target bonus), the improvement of the Company’s annual diluted earnings per share (up to 50% of the target bonus) and the listing of the Company’s common stock on the Nasdaq Stock Market (up to 20% of the target bonus).
(c) A one-time grant of 12,500 performance based restricted stock units (RSU) under the Company’s Equity Incentive Plan. Each RSU converts to one share of common stock upon vesting. Vesting of the RSUs is subject to growth rate of the Company’s improvement of the Company’s annual diluted earnings per share (up to 70% of the target bonus) and the listing of the Company’s common stock on the Nasdaq Stock Market (up to 30% of the target bonus).
(d) A grant of 5,000 RSUs which will vest and convert to one share of common stock at the rate of 1,000 per year based on Mr. Krogol continued employment with the Company through December 31 of 2025 through 2029. If Mr. Krogol’s employment is terminated by the Company without cause or after a change of control of the Company or should Mr. Krogol terminate his employment for good reason any unvested RSUs will thereupon vest. If Mr. Krogol’s employment is terminated for cause or by Mr. Krogol without good reason the unvested RSUs will expire.
Mr. Krogol shall also be entitled to participate in all benefits available to the Company’s senior executive officers.
The above summary of the amended and restated employment agreements and related agreements is not complete and is qualified by reference to the terms of the agreements, copies of which are filed as exhibits in this Report and incorporated herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | ||
| 10.2 | ||
| 10.3 | ||
| 10.4 | ||
| 10.5 | Amended and Restated Employment Agreement dated March 31, 2025 between Standard Premium Finance Holdings, Inc. and Brian Krogol. | |
| 10.6 | ||
| 10.7 | ||
| 10.8 | ||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| STANDARD PREMIUM FINANCE HOLDINGS, INC. | ||
| Dated: April 2, 3025 | By: | /s/ William J. Koppelmann |
| William J. Koppelmann Chairman and Chief Executive Officer | ||