SHF (SHFS) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on July 8, 2025, with shareholders voting on four key proposals, including director elections, auditor ratification, an equity plan amendment, and a shareholder governance proposal.

• The Board recommends voting for the director nominees, auditor ratification, and equity plan amendment, but against the shareholder proposal.

• Recent management and board changes include the appointment of a new CEO and the addition of an independent director, with ongoing efforts to fill board vacancies.

• The company has implemented cost reductions, settled disputes, and is pursuing a new strategic direction to address financial and operational challenges.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class I directors for three-year terms; nominees are Terrance E. Mendez and Francis A. Braun III.

• Proposal 2: Ratify Macias, Gini & O'Connell, LLP as independent auditor for 2025, following the termination of Marcum LLP.

• Proposal 3: Approve an amendment to the 2022 Equity Incentive Plan to increase share reserve and provide for automatic increases.

• Proposal 4: Shareholder proposal to review board composition, leadership qualifications, initiate an independent director search, and implement a shareholder engagement policy; Board recommends voting against.

Board of directors and corporate governance

• The board is classified into three staggered terms, with a majority now independent following recent resignations and appointments.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, all chaired by independent directors.

• The board regularly reviews governance practices and has adopted a Code of Ethics and policies on insider trading and hedging.

• The Nominating and Corporate Governance Committee is actively searching for new independent directors.