UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On July 12, 2025, the Board of Directors (the “Board”) of Resolute Holdings Management, Inc. (the “Company”) appointed Wayne M. Hewett and Timothy O. Mahoney to serve as members of the Board, effective immediately (the “Director Appointments”). Mr. Hewett will hold office as a Class I director, for a term expiring at the Company’s annual meeting of stockholders to be held in 2028, and will also serve on the Audit Committee of the Board. Mr. Mahoney will hold office as a Class III director, for a term expiring at the Company’s annual meeting of stockholders to be held in 2027, and will also serve on the Compensation Committee of the Board.
Mr. Hewett is a seasoned executive leader who currently serves as a Director on the boards of Home Depot (since 2014), Wells Fargo & Company (since 2019), and United Parcel Services, Inc. (since 2020). Since 2018, he has also served as a senior advisor to Permira, a global private equity firm. Since 2019, he has served as Chairman of Cambrex Corporation, a contract developer and manufacturer of active pharmaceutical ingredients; and since 2023, he has served as Chairman of Quotient Sciences, a drug development and manufacturing accelerator. In 2023, he joined the board of managers of ASP Resins Holdings LP, a private company that produces adhesives and performance materials. From 2015 to 2017, Mr. Hewett served as Chief Executive Officer of Klöckner Pentaplast Group, a packaging supplier. Mr. Hewett has previously held several other executive roles, spending over 20 years with General Electric Company (“GE”), including leadership roles in various GE business units and membership on GE’s Corporate Executive Council. Mr. Hewett earned a Bachelor’s and Master’s degree in Industrial Engineering from Stanford University.
Mr. Mahoney is a highly experienced aerospace and defense executive who brings a breadth of operating capabilities from his leadership roles at major industrial companies. He served in several executive roles at Honeywell International, Inc. (“Honeywell”), including Senior Vice President of Digital Transformation from 2019 to 2022, Chief Executive Officer of Honeywell Aerospace from 2009 to 2019, and multiple Vice President roles across Honeywell Aerospace from 2003 to 2009. Prior to Honeywell, Mr. Mahoney spent 18 years at Sikorsky Aircraft, where he held a series of increasingly significant leadership roles. Mr. Mahoney earned a B.S. in Mechanical Engineering from the University of South Florida and graduated from the Program for Management Development at Harvard Business School.
In connection with their appointments, each of Messrs. Hewett and Mahoney will receive, pursuant to the Second Amended and Restated Resolute Holdings Management, Inc. Non-Employee Director Compensation Policy and the Resolute Holdings Management, Inc. 2025 Omnibus Incentive Plan, a sign-on equity award in the form of stock options with a grant date value of approximately $200,000 and a prorated portion of a $250,000 annual award in the form of stock options, each of which will vest over a four-year period starting on the date of the commencement of their Board service. As members of the Board, each of Messrs. Hewett and Mahoney will also receive an annual retainer in an amount of $50,000. Additionally, in connection with their appointments, each of Messrs. Hewett and Mahoney will enter into customary indemnification agreements in the same form provided to other directors of the Company.
On July 14, 2025, the Company issued a press release announcing the Director Appointments, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Second Amended and Restated Resolute Holdings Management, Inc. Non-Employee Director Compensation Policy. | |
| 99.1 | Press release, dated July 14, 2025, issued by Resolute Holdings Management, Inc. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: July 14, 2025
| RESOLUTE HOLDINGS MANAGEMENT, INC. | |||
| By: |
/s/ Kurt Schoen |
||
| Name: | Kurt Schoen | ||
| Title: | Chief Financial Officer | ||