DEF: OLB Group: 2025 Annual Meeting, Director & Auditor Votes

Sentiment:

Proxy Statement 24 November 2025 5:18 PM

The OLB Group, Inc. announces its 2025 Annual Meeting of Stockholders to vote on director elections, auditor ratification, and executive compensation.

Worse than expectedNet income, while improving, remains significantly negative at $(11,349,814) in 2024.Total Shareholder Return (TSR) experienced a substantial decline from $39.48 in 2023 to $20.69 in 2024.The company is embroiled in ongoing litigation concerning a $20 million acquisition, which led to a material impairment loss of $12,642,857 in 2023.

Summary

The OLB Group, Inc. will hold its 2025 Annual Meeting of Stockholders virtually on December 19, 2025, at 10:00 a.m. Eastern Time.
Stockholders will vote on the re-election of Ronny Yakov, Ehud Ernst, Amir Sternhell, and Alina Dulimof as directors for a one-year term.
The appointment of RBSM, LLC as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025, will be put to a ratification vote.
An advisory vote on the compensation of named executive officers will also take place.
The Board unanimously recommends a vote FOR all proposed items.
As of the Record Date, November 25, 2025, there were 8,780,749 shares of Common Stock outstanding, with each share entitling the holder to one vote.
The company reported a net loss of $(11,349,814) for 2024, an improvement from the $(17,583,327) net loss in 2023.
Total Shareholder Return (TSR) declined from $39.48 in 2023 to $20.69 in 2024, based on a fixed $100 investment.
The company is engaged in ongoing litigation with FFS Data Corporation and Clear Fork Bank related to a $20 million merchant portfolio acquisition, which resulted in a $12,642,857 impairment loss in 2023.

Sentiment

Score: 3

Explanation: The company continues to report significant net losses and a declining Total Shareholder Return (TSR). The ongoing, material litigation related to a past acquisition, which resulted in a substantial impairment loss, presents a significant financial and operational overhang. While the net loss decreased in 2024, the overall financial health and unresolved legal issues indicate a challenging outlook.

Positives

The company's net loss decreased from $(17,583,327) in 2023 to $(11,349,814) in 2024, indicating an improvement in financial performance.
The Board has established robust corporate governance structures, including Audit, Compensation, and Nominating and Corporate Governance Committees, all composed of independent directors.
A Code of Business Conduct and Ethics has been adopted to ensure ethical and legal business practices.

Negatives

The company continues to report significant net losses, with $(11,349,814) in 2024 and $(17,583,327) in 2023.
Total Shareholder Return (TSR) experienced a substantial decline from $39.48 in 2023 to $20.69 in 2024.
Ongoing, material litigation with FFS Data Corporation and Clear Fork Bank related to a $20 million acquisition, which resulted in a $12,642,857 impairment loss in 2023.
The termination of a bank processing agreement by Clear Fork Bank due to issues with the Acquired Merchant Portfolio highlights operational and contractual risks.

Risks

Ongoing litigation with FFS Data Corporation regarding allegations of breach of contract, misrepresentations, and fraud in connection with the $20 million Acquired Merchant Portfolio.
Potential for further financial impact from the litigation, as trial dates are not yet finalized, and the company is seeking to recover the purchase price.
Risk associated with the termination of the bank processing agreement by Clear Fork Bank, which led to the cessation of payment processing business with merchants from the Acquired Merchant Portfolio.
A counterclaim filed by Clear Fork Bank for fees incurred, although the claimed damages have been materially reduced.

Future Outlook

The company's CEO, Ronny Yakov, has an Amended and Restated Employment Agreement maintaining his role through December 31, 2030, with one-year extensions thereafter, and includes annual options to purchase up to 20,000 shares of common stock. Beginning in 2025, all directors will receive a fixed annual fee of $10,000, payable in quarterly installments.

Management Comments

The Board unanimously recommends a vote FOR the election of each of the Director Nominees, FOR the ratification of the appointment of the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025, and FOR approval, on an advisory basis, of the compensation of our named executive officers as described in this proxy statement.
Our company values the views of its stockholders and is committed to the efficiency and effectiveness of our company's executive compensation program.

Industry Context

The OLB Group operates in the competitive and evolving digital payment, e-commerce, and fintech sectors. The CEO's extensive experience with Fortune 500/1000 companies in software and e-commerce, coupled with directors' backgrounds in technology, cybersecurity, and finance, positions the company within these dynamic industries. The ongoing litigation related to a merchant portfolio acquisition highlights the inherent risks and complexities of growth strategies in this space.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Responsibility	The Board of Directors is responsible for assessing and overseeing the risks facing the company, integrating risk management into business decisions and strategy.	Ongoing	Enhances strategic decision-making and proactive risk mitigation.
Committee Establishment	Established an Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, each with a charter reviewed annually.	August 6, 2020	Strengthens oversight in financial reporting, executive compensation, and board composition, aligning with best practices.
Audit Committee Composition and Duties	The Audit Committee consists of Amir Sternhell, Ehud Ernst (Chairman), and Alina Dulimof. It oversees financial reporting, independent auditors, internal controls, risk assessment, and related party transactions, complying with SEC and Nasdaq rules.	Ongoing	Ensures financial integrity and auditor independence, providing critical oversight of financial processes.
Compensation Committee Composition and Duties	The Compensation Committee consists of Alina Dulimof, Ehud Ernst (Chairman), and Amir Sternhell. It sets executive compensation philosophy, evaluates CEO performance, determines officer compensation, and oversees incentive and equity plans.	Ongoing	Aligns executive compensation with corporate goals and performance, promoting accountability.
Nominating and Corporate Governance Committee Composition and Duties	The Nominating and Corporate Governance Committee consists of Alina Dulimof, Ehud Ernst, and Amir Sternhell (Chairman). It recommends board size and composition, director nominees, assesses board performance, and reviews corporate governance guidelines.	Ongoing	Ensures a well-structured and effective board, promoting continuous improvement in governance practices.
Code of Business Conduct	Adopted a Code of Business Conduct and Ethics to ensure business is conducted in a consistently legal and ethical manner.	Ongoing	Promotes a culture of integrity and compliance across the organization.
Related Party Transaction Policy	Policy for future related party transactions requires approval by a majority of independent directors without interest, with access to legal counsel, and on terms no less favorable than unaffiliated third parties.	Ongoing	Mitigates potential conflicts of interest and ensures fairness in dealings with related parties.

Legal Proceedings

Ongoing litigation with FFS Data Corporation relating to allegations of breach of contract, misrepresentations, and fraud in connection with the $20 million Acquired Merchant Portfolio.
The company is making a claim to recover the purchase price of the Acquired Merchant Portfolio.
FFS Data Corporation is claiming to be paid the full purchase price of the Acquired Merchant Portfolio.
A claim has been made against Clear Fork Bank for damages suffered due to the termination of payment processing business for merchants underlying the Acquired Merchant Portfolio.
Clear Fork Bank has filed a counterclaim for fees incurred, though the claimed damages have been materially reduced.
The litigations are currently in discovery, and trial dates are not yet finalized.

Related Party Transactions

On January 3, 2022, the company acquired 100% of Crowd Ignition, Inc. for 131,840 shares of common stock (valued at $5.3 million for agreement purposes). Ronny Yakov (CEO, Chairman) and John Herzog (significant shareholder) collectively owned 100% of Crowd Ignition.
On December 14, 2022, John Herzog converted 3,612 shares of Series A Preferred Stock and $932,193 of accrued dividends into 50,491 shares of common stock.
As of December 31, 2022, the company was obliged to issue shares worth $165,000 to Directors for their service, which was accrued in the balance sheet.
On December 31, 2022, Alina Dulimof, Director, was granted 4,132 shares of common stock (valued at $50,000), which were issued on February 15, 2023.
On December 31, 2022, Amir Sternhell, Director, was granted 4,132 shares of common stock (valued at $50,000), which were issued on February 15, 2023.
On December 31, 2022, Ehud Ernst, Director, was granted 5,371 shares of common stock (valued at $65,000), which were issued on February 15, 2023.
During December 2023, Mr. Yakov made payments of $12,678 on behalf of the company; this amount is non-interest bearing and due on demand.

Stakeholder Impact

Shareholders will directly participate in key governance decisions regarding director elections, auditor ratification, and executive compensation at the upcoming Annual Meeting.
Shareholders are impacted by the company's negative financial performance (net losses, declining TSR) and the ongoing litigation, which poses significant financial risk.
Executive officers and directors are subject to compensation structures and equity incentive plans, with the CEO's employment agreement extended through 2030.
The ongoing litigation with FFS Data Corporation and Clear Fork Bank, including the termination of a bank processing agreement, has negatively impacted merchant relationships and the company's payment processing business.

Next Steps

Hold the 2025 Annual Meeting of Stockholders virtually on December 19, 2025.
Elect Ronny Yakov, Ehud Ernst, Amir Sternhell, and Alina Dulimof as directors for a one-year term.
Ratify the appointment of RBSM, LLC as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
Conduct an advisory vote on the compensation of named executive officers.
File a Current Report on Form 8-K announcing the voting results of the Annual Meeting.
Stockholder proposals for the 2026 Annual Meeting must be submitted by July 28, 2026.

Key Dates

Date	Description
1981	Amir Sternhell awarded Most Outstanding Soldier of the Corp. in Israel Defense Forces.
1985-1999	Ehud Ernst founded and was CEO of Ernst Meron studios.
1988	Alina Dulimof graduated with distinction with a degree in Nuclear Physics from Bucharest University.
1996	Ronny Yakov entered the electronic mail-order catalog business with Playboy Enterprises.
1999-2007	Alina Dulimof was an Investment Manager with BrainHeart, a VC firm.
2000-2001	Rachel Boulds was an e-commerce Accountant for the Walt Disney Group's GO.com.
2001	Rachel Boulds earned a B.S. in Accounting from San Jose University.
2001	Alina Dulimof earned an Executive MBA from Stockholm School of Economics.
2003-2004	Rachel Boulds was a Senior Auditor at Mohler, Nixon and Williams.
2004	Ronny Yakov became Chief Executive Officer, Chairman of the Board of Directors, founder, and majority shareholder of the Company.
2004-2007	Ehud Ernst served as division manager at Data-Pro Proximity/BBDO.
2004-2009	Rachel Boulds was employed as a Senior Auditor for HJ & Associates, LLC.
2007-2009	Alina Dulimof was VP, Private Banking at Merrill Lynch.
2007-2017	Ehud Ernst founded and was CEO of Feelternet.
2009	Rachel Boulds began operating her sole accounting practice.
2012-2017	Alina Dulimof was a partner with Nationwide Planning Associates.
2013	Amir Sternhell was head of a business intelligence unit representing Microstrategy and chief learning officer representing Harvard Business Publishing.
2014	Patrick Smith joined eVance (formerly Calpian Commerce) as Director of Finance.
2015	Ehud Ernst became the chief executive officer of HyperTail.es.
2016	Amir Sternhell became chief strategy officer of Sertainty.
2017	Alina Dulimof began serving as a managing director responsible for business development with Park Avenue Securities (PAS).
January 1, 2018	Ronny Yakov's employment agreement became effective, granting annual options.
April 10, 2018	Patrick Smith was granted stock options to purchase 26,517 shares of common stock.
November 13, 2019	Company entered into an agreement with Mr. Smith regarding option exercise price adjustment.
November 25, 2019	Company entered into an agreement with Mr. Yakov regarding option exercise price adjustment.
August 6, 2020	The Board established an Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.
August 2020	Ehud Ernst and Amir Sternhell began serving on the Board.
November 15, 2021	Asset Purchase Agreement with FFS Data Corporation was dated.
November 24, 2021	Company entered into an Asset Purchase Agreement with FFS Data Corporation to acquire a portfolio of merchants.
2021	The last advisory vote on executive compensation was held.
January 3, 2022	Company entered into a share exchange agreement to purchase 100% of Crowd Ignition, Inc. equity.
December 14, 2022	John Herzog converted 3,612 shares of Series A Preferred Stock and $932,193 of accrued dividends into 50,491 shares of common stock.
December 22, 2022	Shareholders approved an amendment to the 2020 Equity Incentive Plan to increase available shares.
December 23, 2022	Mr. Smith received options to purchase 27,500 shares of common stock.
December 23, 2022	Mr. Yakov received options to purchase 20,000 shares of common stock.
December 31, 2022	Company accrued $165,000 for director compensation in shares.
December 31, 2022	Alina Dulimof granted 4,132 shares of common stock for services.
December 31, 2022	Amir Sternhell granted 4,132 shares of common stock for services.
December 31, 2022	Ehud Ernst granted 5,371 shares of common stock for services.
January 1, 2023	Mr. Yakov received options to purchase 20,000 shares of common stock.
February 14, 2023	A shareholder reported incurring short swing profits of $114,654.
February 15, 2023	Shares granted to Alina Dulimof, Amir Sternhell, and Ehud Ernst on December 31, 2022, were issued.
February 28, 2023	The shareholder disgorged $114,654 in short-swing profits to the Company.
December 2023	Mr. Yakov made payments of $12,678 on behalf of the company.
December 31, 2023	Company recognized a $12,642,857 loss on impairment for the FFS asset.
December 31, 2023	Total of 156,898 options to purchase common stock outstanding, with 124,801 vested and exercisable.
July 15, 2024	The Audit Committee approved the engagement of RBSM LLP as the company's new independent registered public accounting firm.
November 13, 2024	The Audit Committee appointed RBSM LLP as the company's independent auditors for the fiscal year ending December 31, 2024.
December 31, 2024	End of fiscal year for which the Annual Report on Form 10-K is available.
November 1, 2025	Date as of which the Board Diversity Matrix statistics are presented.
November 14, 2025	Company entered into an Amended and Restated Employment Agreement with Mr. Yakov.
November 21, 2025	Notice of Annual Meeting and attached proxy statement first disseminated to stockholders.
November 25, 2025	Record Date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting.
November 29, 2025	Proxy Statement first furnished to stockholders.
December 19, 2025	2025 Annual Meeting of Stockholders to be held virtually.
December 31, 2025	Fiscal year end for which RBSM, LLC is appointed as the independent registered public accounting firm.
December 31, 2030	Mr. Yakov's role as Chief Executive Officer is maintained through this date, with one-year extensions thereafter.
July 28, 2026	Deadline for submission of stockholder proposals for the 2026 Annual Meeting of Stockholders.
2026 Annual Meeting	Term for elected directors expires.

Recommendation

hold

The company faces significant headwinds, including persistent net losses, a declining Total Shareholder Return, and ongoing material litigation related to a past acquisition that resulted in a substantial impairment loss. While the net loss showed some improvement in 2024, the overall financial health remains precarious, and the legal uncertainties are a major concern. The proxy statement primarily addresses routine governance matters, but the underlying financial and legal issues warrant caution. A 'hold' recommendation is appropriate, suggesting investors monitor the outcome of the litigation and future financial reports closely before making further investment decisions.

Keywords

OLB Group, proxy statement, annual meeting, director election, auditor ratification, executive compensation, corporate governance, financial reporting, litigation, payment processing, e-commerce, fintech, stock options, shareholder vote, SEC filing

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