DEFA14A: Atlantic International Sets 2025 Annual Meeting Agenda

Atlantic International Corp. announced its 2025 Annual Meeting of Stockholders to be held virtually on November 7, 2025, to vote on director elections, executive compensation, auditor ratification, and a new equity incentive plan.

Summary

• The Annual Meeting of Stockholders is scheduled for November 7, 2025, at 10:00 A.M. (Eastern Time), and will be conducted exclusively as a virtual meeting.
• Stockholders of record as of September 3, 2025, are entitled to receive notice of and to vote at the Annual Meeting.
• Five proposals will be voted on: election of five directors, a non-binding advisory vote on named executive officer compensation, a non-binding advisory vote on the frequency of future executive compensation votes (Board recommends every three years), ratification of RBSM, LLP as the independent registered public accounting firm, and approval of the 2025 equity incentive plan.
• The Board of Directors unanimously recommends a 'FOR' vote on all proposals, except for the frequency of Say on Pay, where it recommends 'every three years'.
• As of September 3, 2025, there were 58,375,488 shares of common stock issued and outstanding.
• The company adopted an executive compensation clawback policy in 2025, applicable to incentive-based compensation based on restated financial results.
• Key executive compensation for 2024 included Jeffrey Jagid at $1,491,339, Christopher Broderick at $852,589, and Michael Tenore at $561,539.

Sentiment

Score: 6

Explanation: The filing is largely procedural, outlining standard annual meeting proposals and corporate governance details. The introduction of a new COO and a robust equity incentive plan are positive for future growth and talent retention. However, the past bankruptcy of a director's former company and the resignation of a former Chairman and CFO introduce some minor concerns. Overall, it's a neutral to slightly positive update focused on operational and governance continuity.

Positives

• The Board of Directors unanimously recommends 'FOR' all key proposals, indicating internal alignment on governance and strategic direction.
• The company adopted an executive compensation clawback policy in 2025, aligning with good corporate governance practices and regulatory requirements.
• Matthew Evelt was hired as Chief Operating Officer on April 7, 2025, bringing over 20 years of experience in workforce strategy and operations, which is expected to enhance efficiency.
• The proposed 2025 Equity Incentive Plan aims to attract, retain, and motivate key personnel by providing equity ownership opportunities, strengthening commitment to company success.
• All Section 16(a) beneficial ownership reports were filed on a timely basis for the year ended December 31, 2024, demonstrating compliance with reporting obligations.

Negatives

• Robert B. Machinist, a current director, previously served as CEO and Chairman of Troika Media Group, which filed for Chapter 11 bankruptcy in December 2023.
• Prateek Gattani resigned as Chairman of the Board on April 29, 2025, at the request of the Board, in consideration of a loan and security agreement for a subsidiary.
• Christopher Broderick, former Chief Financial Officer, resigned from all positions within the company on August 15, 2025.
• The Board's recommendation for a 'three-year' frequency for Say on Pay votes might be perceived as less frequent shareholder engagement on executive compensation compared to an annual vote.

Risks

• General business risks are present, as described under Part I, Item IA – Risk Factors in the Annual Report on Form 10-K.
• Risks associated with the company's overall strategy are subject to oversight by the full Board.
• Financial and operational risks are reviewed by the Audit Committee.
• The company's leadership structure, with the CEO also serving as Interim Chairman and no lead independent director, could centralize power, although the company believes it is appropriate given its size and independent committee leadership.
• Compensation programs, while deemed not to create material adverse risks by management and the Compensation Committee, inherently carry risks related to incentive alignment and potential for unintended outcomes.

Future Outlook

The company aims to strengthen its commitment to success and stimulate efforts of officers, employees, non-employee directors, and consultants by providing equity ownership opportunities through the proposed 2025 Equity Incentive Plan. Management expects to achieve minimum revenues of $250,000,000 for executive bonuses, with Michael Tenore's bonus also requiring adjusted EBITDA of $5,000,000. The company also plans for potential future acquisitions valued in excess of $8,000,000, for which transaction bonuses will be paid to key executives.

Management Comments

• We are constantly focused on improving the ways people connect with information and believe that providing our proxy materials over the internet increases the ability of our stockholders to connect with the information they need.
• Your vote is important. Whether or not you plan to attend the Annual Meeting, I hope you will vote as soon as possible.
• The Board of Directors believes that the election of the nominees specified in the accompanying Proxy Statement as directors at the Annual Meeting is in the best interest of the Company and its stockholders and accordingly, unanimously recommends a vote FOR such nominees.
• The Compensation Committee believes that the Company’s compensation programs appropriately reward prudent business judgment and risk-taking over the long term.
• Based on our review, we have concluded that these compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company.

Industry Context

The company's focus on attracting and retaining talent through equity incentive plans is a common practice in competitive industries to align employee and shareholder interests. The virtual annual meeting format reflects a broader trend towards digital engagement and cost efficiency in corporate governance. The executive compensation structure, including performance-based bonuses tied to revenue and EBITDA, is standard for growth-oriented companies, though the specific targets of $250 million in revenue and $5 million in adjusted EBITDA provide context for the company's operational scale and ambitions. The adoption of a clawback policy aligns with increased regulatory scrutiny and investor demand for accountability in executive compensation.

Comparison to Industry Standards

• The adoption of an executive compensation clawback policy in 2025 aligns with post-Dodd-Frank regulatory requirements and best practices for corporate governance, comparable to policies implemented by most publicly traded companies.
• The proposed 2025 Equity Incentive Plan, reserving 15% of outstanding shares, is within typical ranges for equity compensation plans designed to attract and retain talent in growth-oriented companies, though specific industry benchmarks would require deeper analysis of peer group plans.
• The director compensation structure, including cash fees per meeting and initial stock option awards, is a common model, but the specific values (e.g., $2,500 per meeting, 161,290 initial options) would need comparison to similar-sized companies in the same sector to assess competitiveness.
• The board's recommendation for a three-year frequency for Say on Pay votes contrasts with a growing trend among larger companies to hold annual Say on Pay votes, which is often seen as more responsive to shareholder feedback.

Management Changes

Corporate Governance

Related Party Transactions

• On May 30, 2024, the company entered into an agreement with St. Laurent Investments LLC to extend the maturity date of a $1,375,000 Promissory Note to July 31, 2025, with a 10% annual interest rate from August 1, 2024.
• Pequod Consulting LLC has acted as a consultant to the Company since October 15, 2022, and was retained under a two-year Consulting Agreement upon the closing of the Merger with SeqLL Inc. on June 18, 2024.

Stakeholder Impact

• **Shareholders**: Will vote on key governance matters, including director elections, executive compensation, auditor ratification, and a new equity incentive plan. The new equity plan could lead to dilution but aims to align management incentives with shareholder value. The recommendation for a three-year Say on Pay vote frequency may reduce direct annual input on executive compensation.
• **Employees/Officers/Directors**: The proposed 2025 Equity Incentive Plan offers significant equity ownership opportunities, enhancing motivation and retention. New COO Matthew Evelt's hiring and compensation package are detailed. The clawback policy increases accountability for executive officers.
• **Creditors**: The extension of the $1,375,000 Promissory Note with St. Laurent Investments LLC impacts the repayment schedule and interest obligations, providing clarity on debt servicing.
• **Customers/Suppliers**: No direct impact mentioned, but stable governance and motivated management could indirectly benefit business relationships through improved operational efficiency and strategic focus.

Next Steps

• Hold the Annual Meeting of Stockholders on November 7, 2025, to vote on the proposed agenda items.
• Elect five directors to serve until the next Annual Meeting of Stockholders.
• Conduct non-binding advisory votes on executive compensation and the frequency of future Say on Pay votes.
• Ratify the appointment of RBSM, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• Approve the company's 2025 Equity Incentive Plan.
• File a Form 8-K within four business days after the Annual Meeting to report preliminary or final voting results.
• Shareholders may submit proposals for the 2026 annual general meeting by May 14, 2026.

Key Dates

Recommendation

This filing is primarily a routine proxy statement for an annual meeting, detailing corporate governance, executive compensation, and proposals for shareholder vote. While the introduction of a new COO and a proposed equity incentive plan are positive for long-term strategy and talent retention, the past bankruptcy of a director's former company and recent executive resignations introduce some cautionary notes. There are no immediate financial results or significant strategic shifts disclosed that would warrant a strong buy or sell recommendation. The information supports a 'hold' position, awaiting further operational and financial updates.

Keywords

Atlantic International Corp, Proxy Statement, Annual Meeting, Corporate Governance, Executive Compensation, Equity Incentive Plan, Director Election, SEC Filing, Shareholder Vote, ATLN