MDB Capital Holdings, LLC 8-K

What Happened
MDB Capital Holdings, LLC announced in an 8‑K that effective February 1, 2026 it appointed Jeb Terry Sr. (age 73) as an independent director and member of the audit committee. Mr. Terry’s initial term runs until the Company’s next annual meeting of stockholders. The Board also accepted the resignation of long‑time director Susanne Meline effective February 1, 2026 as she begins general retirement.

Key Details

• Appointment effective: February 1, 2026; initial term expires at the next annual meeting.
• Committee role & status: will serve on the audit committee; Board determined he qualifies as an independent director and a “financial expert” under Nasdaq standards.
• Compensation: $50,000 annual cash fee plus an option award to acquire up to 100,000 Class A Shares. Vesting: 20,000 shares at one year, then 5,000 shares every three months thereafter, contingent on continued service. Class A Shares subject to the Company’s clawback policy; usual expense reimbursement provided.
• Background: Mr. Terry manages a family office (since Jan 1, 2026), manages the Wilson Foundation (since Dec 2015), and previously led Aberdeen Investment Management through Dec 31, 2025. The filing states there are no related‑party transactions or arrangements requiring disclosure.

Why It Matters
This is a governance change that adds an experienced investor and a designated financial expert to the Board and audit committee, which can strengthen financial oversight. The equity award (up to 100,000 Class A options) is a material element of director compensation and could have future dilution implications if exercised. The resignation of Ms. Meline reduces board continuity; investors should watch for any further Board changes and future disclosures about committee composition or compensation impacts.