FDCTech, Inc. Appoints Two Directors Pending Nasdaq/NYSE Listing

What Happened FDCTech, Inc. announced on September 18, 2026 that its board unanimously approved increasing the board size from four to six directors and conditionally appointed Jeff M. Pies and Dena Lauren Decker as director designees. The appointments and related Director Agreements become effective only when the company’s common stock is approved for listing on either Nasdaq or the NYSE (the “Effective Date”); the company’s stock is not currently listed on a national exchange. Certain indemnification, confidentiality and insurance provisions became effective upon signing.

Key Details

• Board change approved by unanimous written consent on September 18, 2026; board size rising from 4 to 6.
• Director designees: Jeff M. Pies (age 44) and Dena L. Decker (age 43); each will serve until the next annual meeting after the Effective Date.
• Compensation (effective on the Effective Date): $35,000 annual cash fee; $15,000 additional per year for each committee chair; $7,500 one‑time for NACD certification (plus $2,500/year while maintained); expense reimbursement; subject to clawback.
• D&O insurance condition: the company must bind conforming directors’ & officers’ liability insurance by October 18, 2026; if not obtained, each designee may terminate their Director Agreement. As of the 8‑K filing, required D&O insurance has not been bound.
• If the Effective Date does not occur on or before September 18, 2028 (unless extended in writing), the Director Agreements automatically terminate and the appointments lapse.

Why It Matters This filing signals FDCTech’s preparatory steps toward a possible Nasdaq/NYSE listing by expanding the board and lining up directors and governance arrangements contingent on that listing. Investors should note the conditional nature of the appointments — they depend on exchange approval and required D&O insurance, neither of which is yet secured — and the company disclosed specific timelines and termination rights tied to those conditions. The filing also sets director pay and indemnification terms that will take effect if and when the stock is approved for listing.