DEF 14C: Aureus Greenway Adopts 2025 Equity Incentive Plan

Aureus Greenway Holdings Inc. has adopted its 2025 Equity Incentive Plan, approved by its Board and a majority stockholder, to attract and retain key personnel through equity-based incentives.

Summary

• Aureus Greenway Holdings Inc. (the Company) is informing stockholders about the adoption of the 2025 Equity Incentive Plan (2025 Plan).
• The Board of Directors approved the 2025 Plan on July 29, 2025.
• A stockholder holding 93.5% of the voting power, The Steven Scopellite 2021 Irr, approved the plan by written consent on August 13, 2025.
• This action was taken by written consent in lieu of a meeting to reduce costs and implement actions timely, as permitted by Nevada Revised Statutes (NRS).
• The 2025 Plan provides for various equity awards, including options, restricted stock, restricted stock units, stock appreciation rights, stock bonus awards, and performance-based compensation, for directors, officers, managers, employees, consultants, and advisors.
• The aggregate number of shares of Common Stock that may be issued pursuant to awards granted under the 2025 Plan is 1,500,000 shares.
• The plan aims to align employee and stockholder interests and maintain a competitive position in attracting, retaining, and motivating key personnel.
• The Company's Common Stock is listed on the Nasdaq Capital Market, and stockholder approval was obtained to comply with Nasdaq Rule 5635(c).
• The action described in the Information Statement will not be taken earlier than 20 calendar days after the Information Statement is sent or given to stockholders, which is on or about September 2, 2025.
• The record date established for determining the number of issued and outstanding shares of voting stock was August 21, 2025.
• No meeting of stockholders will be held, and no proxies are requested in connection with this action.

Sentiment

Score: 7

Explanation: The adoption of an equity incentive plan is a positive, standard corporate governance action aimed at aligning management and employee interests with shareholders and aiding in talent retention. There are no immediate financial results or operational updates to significantly shift sentiment, making it a neutral to slightly positive development.

Positives

• The adoption of the 2025 Equity Incentive Plan is designed to attract, retain, and motivate key personnel, which is crucial for future success.
• The plan aligns employee and stockholder interests through long-term, equity-based incentives.
• The use of written consent by a majority stockholder (93.5% voting power) allowed for timely implementation and reduced costs associated with a special stockholder meeting.
• The Company is complying with Nasdaq Rule 5635(c) for equity compensation arrangements, maintaining good corporate governance standards.
• The plan offers a variety of equity awards, including Incentive Stock Options, Nonqualified Stock Options, Restricted Stock, Restricted Stock Units, Share Appreciation Rights, Stock Bonus Awards, and Performance-Based Compensation Awards, providing flexibility in compensation strategies.

Risks

• Forward-looking statements involve numerous risks and uncertainties, including those described in the Company's Annual Report on Form 10-K and other public filings.
• The value of any dividend equivalents payable or distributable with respect to any unvested restricted stock units that do not vest will be forfeited by the recipient.
• In the event of a capital structure change or similar event, an outstanding Option or Stock Appreciation Right (SAR) with an Exercise Price or Strike Price equal to, or in excess of, the fair market value of a share of common stock may be canceled and terminated without any payment or consideration.
• Payment of Performance Compensation Awards may be delayed if the Company reasonably anticipates that making such payment as scheduled would result in its tax deduction being disallowed under Section 162(m) of the Code.
• The Company may cancel any Award, require reimbursement of any Award by a Participant, and effect any other right of recoupment of equity or other compensation in accordance with any Company's clawback policy.
• The Company's obligation to settle Awards in shares of common stock or other consideration is subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required, which could delay or prevent issuance.
• The Company is under no obligation to register for sale under the Securities Act any of the shares of common stock to be offered or sold under the plan, potentially affecting a participant's ability to sell shares.

Future Outlook

The Company's future success depends on its ability to attract, retain, and motivate key personnel. The 2025 Plan is considered essential for providing long-term, equity-based incentives to present and future employees. The Company expects to annually review and approve executive compensation components and may retain compensation consultants to develop a formal benchmark and select a compensation peer group as it matures.

Management Comments

• The adoption of the 2025 Plan is essential to permit our management to continue to provide long-term, equity-based incentives to present and future employees.
• Our executive compensation philosophy is to create a long-term direct relationship between pay and our performance.
• Our executive compensation program is designed to provide a balanced total compensation package over the executives career with us.
• The compensation program objectives are to attract, motivate and retain the qualified executives that help ensure our future success, to provide incentives for increasing our profits by awarding executives when corporate goals are achieved and to align the interests of executives and long-term stockholders.
• We elected to seek written consent from the Voting Stockholder as opposed to holding a special stockholder meeting, to reduce the costs associated with obtaining stockholder approval, and to implement the actions presented in a timely manner.

Industry Context

The adoption of an equity incentive plan is a standard practice in publicly traded companies, particularly those listed on exchanges like Nasdaq, to align management and employee interests with those of shareholders. Such plans are crucial for attracting and retaining talent in competitive markets by offering long-term, performance-based compensation. Compliance with listing rules, such as Nasdaq Rule 5635(c), is a common requirement for implementing such plans.

Comparison to Industry Standards

• The filing does not provide specific comparable companies, projects, or results to benchmark against. It states that the base salary for executives is competitive relative to the market and that the Company may retain compensation consultants to develop a formal benchmark and peer group as it matures.

Corporate Governance

Related Party Transactions

• Mr. S. Cheung, a director, is the brother of Mr. C. P. Cheung, the Chief Executive Officer and Director. Mr. S. Cheung has sole voting and dispositive power over shares held by Ace Champion Investments Limited.
• Mr. C. P. Cheung, the Chief Executive Officer and Director, is the brother of Mr. S. Cheung, a director. Mr. C. P. Cheung has sole voting and dispositive power over shares held by Chrome Fields Asset Management LLC.
• The Steven Scopellite 2021 Irr, managed by Michael Canarick as Trustee, is a principal stockholder holding 93.5% of the aggregate voting power and provided written consent for the adoption of the 2025 Equity Incentive Plan.

Stakeholder Impact

• Shareholders: Potential for long-term value creation through aligned management incentives, but also potential dilution from the issuance of up to 1,500,000 new shares under the plan.
• Employees, Management, Directors, and Consultants: Enhanced compensation opportunities through equity-based awards, which can improve motivation, retention, and overall engagement.
• Regulatory Bodies: Demonstrates compliance with SEC Regulation 14C and Nasdaq Listing Rules regarding corporate actions and equity compensation plans.

Next Steps

• The 2025 Plan will not be effective until at least 20 calendar days after the Information Statement is mailed (on or about September 2, 2025).
• The Compensation Committee will administer the plan, determining awards, terms, and conditions for eligible participants.
• The Board may amend, suspend, or terminate the plan, subject to shareholder approval for certain material changes.
• The Company expects to annually review and approve executive compensation components.
• The Company may retain compensation consultants to develop a formal benchmark and select a compensation peer group as it matures.
• Directors will be up for re-election each year at the annual stockholders meeting.

Key Dates

Keywords

Equity Incentive Plan, Stock Options, Restricted Stock, Stock Appreciation Rights, Corporate Governance, SEC Filing, DEF 14C, Executive Compensation, Shareholder Approval, Nasdaq Listing Rules, Employee Retention, Incentive Compensation, Aureus Greenway Holdings Inc.