- Paragon Technologies (OTC:PGNT) has mailed the definitive proxy statement for its annual meeting on June 30, 2025, urging shareholders to support a proposed slate of directors.
- The Nominating Committee criticizes former CEO Hesham Gad's leadership, citing legal and financial missteps and alleging a self-serving agenda.
- Gad owns 28% of shares but seeks full control; the committee proposes a board including some of Gad's nominees for strategic continuity.
Paragon Technologies (OTC:PGNT) has dispatched its definitive proxy statement to shareholders ahead of the crucial annual meeting scheduled for June 30, 2025. The company's Nominating and Corporate Governance Committee is encouraging shareholders to vote in favor of a proposed director slate on the WHITE proxy card, which opposes a board takeover attempt by former CEO Hesham Gad. This strategic communication emphasizes Paragon's dedication to robust, independent governance and a focused strategic pathway, distinguishing itself from Gad's allegedly disruptive and self-serving initiatives.
The proposed board slate includes five members: three independent directors—David Lontini, Howard Brownstein, and Tim Eriksen—added in December 2024, and two of Gad's nominees, Ronell Rivera and Elodie Leoni, who would represent 40% of the board. This inclusion aims to blend new perspectives with institutional knowledge and significant shareholder alignment.
The committee has raised concerns about Gad's tenure, citing a pattern of alleged illegal residency, incorrect contractor classification, wasteful activism campaigns, and value-depleting litigation. Despite possessing only 28% of company shares, Gad is accused of seeking total board control, which the committee argues could undermine shareholder value.
In contrast, the Nominating and Corporate Governance Committee's slate promotes a diverse and experienced board to drive Paragon's growth. The committee strongly advises shareholders against signing any proxy card or voting form from Gad, asserting that any protest votes could invalidate the support for the committee's nominees. Shareholders are urged to secure Paragon's strategic future by voting "FOR" the nominees on the WHITE proxy card.
