UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant☒ | Filed by a party other than the Registrant☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under 240.14a-12 |
Society Pass Incorporated
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
SOCIETY PASS INCORPORATED
701 S. Carson Street, Suite 200, Carson City, Nevada 89701
(+65) 6518-9382
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the stockholders of Society Pass Incorporated:
We are pleased to invite you to attend our Annual Meeting of the Stockholders (the Annual Meeting) of Society Pass Incorporated, a Nevada corporation (the Company), which will be held at 10:00 a.m. Eastern U.S. Daylight Time on October 21, 2025, for the following purposes:
| 1. | To elect six directors to our Board of Directors to serve until the next Annual Meeting of Stockholders or until their successors have been duly elected or appointed and qualified (the Election of Directors Proposal); | |
| 2. | To ratify the appointment of Onestop Assurance PAC as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2025 (the Auditor Ratification Proposal); | |
| 3. | To conduct any other business as may properly come before the meeting or any adjournment thereof. |
The Companys board of directors (the Board) has fixed the close of business on August 28, 2025 as the date (the Record Date) for a determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.
If You Plan to Attend
The Annual Meeting of Stockholders will be held virtually. In order to attend the meeting, you must register at https://globalmeeting.bigbangdesign.co/thesocietypass2025/ no later than 10:00 a.m. Eastern U.S. time on October 18, 2025. If you hold your shares in an account at a brokerage firm, bank, dealer or other similar organization and wish to vote at the meeting, you will need to obtain a legal proxy from that entity and submit it when you register. On the day of the Annual Meeting, if you have properly registered, you may enter the meeting by clicking on the link provided and entering the password you received via email in your registration confirmations. Shareholders who register by the registration deadline but do not receive an email response by 11:00 a.m. Eastern U.S. time on October 20, 2025, may contact the Company at CorporateSecretary@theSocietyPass.com. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically, and submit questions prior to and during the meeting. To vote at the meeting, (a) if you hold your shares through a bank, broker or other nominee, you will need the control number you receive by email after registering, and (b) if you hold your shares in account with our transfer agent, you will need the control number that is shown on your proxy card or e-mail notification of the Annual Meeting. You will not be able to attend the Annual Meeting in person.
INTERNET AVAILABILITY OF PROXY MATERIALS
Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders to be held on Thursday, October 21, 2025 at 10:00 a.m. Eastern U.S. Daylight Time. Pursuant to Securities and Exchange Commission rules, we have elected to utilize the notice and access option of providing proxy materials to our stockholders whereby we are delivering to all stockholders electronic copies of all of our proxy materials, including a proxy card, as well as providing access to our proxy materials on a publicly assessable website. The Companys Notice of Annual Meeting, Proxy Statement and Annual Report to Stockholders for the fiscal year ended December 31, 2024 are available on the Internet at www.proxyvote.com.
This Notice and Proxy Statement are first being sent or given to stockholders of record on or about September 20, 2025.
| Dated: August 29, 2025 | By the Order of the Board of Directors |
| /s/ Raynauld Liang | |
| Raynauld Liang | |
| Chief Executive Officer |
Whether or not you expect to attend the meeting (via the virtual meeting), we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares via the Internet, by phone or by signing, dating, and returning the enclosed proxy card will save us the expenses and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today.
TABLE OF CONTENTS
SOCIETY PASS INCORPORATED
701 S. Carson Street, Suite 200, Carson City, Nevada 89701
(+65) 6518-9382
ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
This proxy statement (the Proxy Statement) is being sent to the holders of shares of voting stock of Society Pass Incorporated, a Nevada corporation (the Company), in connection with the solicitation of proxies by our Board of Directors (the Board) for use at the Annual Meeting of Stockholders of the Company which will be held at 10:00 am Eastern U.S. Daylight Time on October 21, 2025 (the Annual Meeting).
We are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. By doing so, we save costs and reduce the environmental impact of our Annual Meeting. This proxy is being solicited by the Board of Directors, and the cost of solicitation of the proxies will be paid by the Company. Our officers, directors and regular employees, without additional compensation, also may solicit proxies by further mailing, by telephone or personal conversations. We have no plans to retain any firms or otherwise incur any extraordinary expense in connection with the solicitation.
The proxy materials include our proxy statement for the Annual Meeting and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
We are sending a Notice of Internet Availability of Proxy Materials (the Notice) to all stockholders of record on August 28, 2025. All stockholders of record will have the ability to access the proxy materials on a website referred to in the Notice ( www.proxyvote.com ), or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.
The Notice will provide you with instructions regarding how to:
| ● | View our proxy materials for the Annual Meeting on the Internet; and | |
| ● | Instruct us to send our future proxy materials to you electronically by email. |
Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our annual stockholders meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.
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QUESTIONS AND ANSWERS REGARDING THE ANNUAL MEETING OF STOCKHOLDERS
Who is entitled to vote at the Annual Meeting?
The Board has fixed the close of business on August 28, 2025 as the record date (the Record Date) for a determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting. As of the Record Date, there were (i) 6,105,525 shares of common stock, par value $0.0001 per share (Common Stock) of the Company and (ii) 3,500 shares of Series X Convertible Preferred Stock, par value $0.0001 per share (the Preferred Stock) of the Company, outstanding. Each share of the Companys Common Stock represents one vote that may be voted on each matter that may come before the Annual Meeting. The Series X Super Voting Preferred Stock entitles its holder to 10,000 votes per share. As of the Record Date, the outstanding Preferred Stock equals 35,000,000 votes. As of the Record Date, there are a total of 41,105,525 votes that may be voted on each matter that may come before the Annual Meeting.
What matters will be voted on at the Annual Meeting?
The two proposals that are scheduled to be considered and voted on at the Annual Meeting are as follows:
| 1. | To elect six directors to our Board of Directors to serve until the next Annual Meeting of Stockholders or until their successors have been duly elected or appointed and qualified (the Election of Directors Proposal); | |
| 2. | To ratify the appointment of Onestop Assurance PAC as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2025 (the Auditor Ratification Proposal); |
Why are we seeking stockholder approval for these proposals?
Proposal No. 1 : The Nevada Revised Statutes, as amended, require corporations to hold elections for directors each year.
Proposal No. 2 : The Company appointed Onestop Assurance PAC to serve as the Companys independent auditors for the 2025 fiscal year. The Company elects to have its stockholders ratify such appointment.
What are the Boards voting recommendations?
The Board of Directors recommends that you vote FOR the Election of Directors Proposal and FOR the Auditor Ratification Proposal.
What is the difference between holding shares as a record holder and as a beneficial owner?
If your shares are registered in your name with the Companys transfer agent, VStock Transfer, LLC, you are the record holder of those shares. If you are a record holder, these proxy materials have been provided directly to you by the Company.
If your shares are held in a stock brokerage account, a bank or other holder of record, you are considered the beneficial owner of those shares held in street name. If your shares are held in street name, these proxy materials have been forwarded to you by that organization. As the beneficial owner, you have the right to instruct this organization on how to vote your shares.
Who may attend the Annual Meeting?
Record holders and beneficial owners may attend the Annual Meeting. If your shares are held in street name, you will need a legal proxy from your brokerage firm, bank, dealer or other similar organization when you register for the Annual Meeting showing your stock ownership as of the Record Date. Please see below for instructions on how to vote at the Annual Meeting if your shares are held in street name.
How do I vote?
If you are a stockholder of record, you may:
| 1. | Vote by Internet. The website address for Internet voting is on your proxy card. | |
| 2. | Vote by phone. The phone number for phone voting is on your proxy card. |
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| 3. | Vote by mail. Mark, date, sign and mail promptly the enclosed proxy card. | |
| 4. | Vote at the Annual Meeting. Register, attend virtually and vote at the Annual Meeting. |
If you vote by phone internet, please DO NOT mail your proxy card.
If you are a beneficial owner, you must follow the voting procedures of your nominee included with your proxy materials. If your shares are held by a nominee and you intend to vote at the Annual Meeting, please have a legal proxy from your nominee authorizing you to vote your shares when you register for the Annual Meeting.
What constitutes a quorum?
To carry on the business of the Annual Meeting, we must have a quorum. A quorum is present when a majority of the voting power of the issued and outstanding voting capital stock of the Company, as of the Record Date, is represented in person or by proxy. Shares owned by the Company are not considered outstanding or considered to be present at the Annual Meeting. Broker non-votes and abstentions are counted as present for the purpose of determining the existence of a quorum. As of the Record Date, there are a total of 41,105,525 votes that may be voted on each matter that may come before the Annual Meeting. The quorum is therefore 20,552,763 votes.
What happens if the Company is unable to obtain a quorum?
If a quorum is not present to transact business at the Annual Meeting or if we do not receive sufficient votes in favor of the proposals by the date of the Annual Meeting, the persons named as proxies may propose one or more adjournments of the Annual Meeting to permit continued solicitation of proxies.
What is a broker non-vote?
Broker non-votes occur with respect to shares held in street name, in cases where the record owner (for instance, the brokerage firm or bank) does not receive voting instructions from the beneficial owner and the record owner does not have the authority to vote those shares on a proposal.
Various national and regional securities exchanges applicable to brokers, banks, and other holders of record determine whether the record owner (for instance, the brokerage firm, or bank) is able to vote on a proposal if the record owner does not receive voting instructions from the beneficial owner. The record owner may vote on proposals that are determined to be routine under these rules and may not vote on proposals that are determined to be non-routine under these rules. If a proposal is determined to be routine, your broker, bank, or other holder of record is permitted to vote on the proposal without receiving voting instructions from you. The proposal to ratify the Auditor Appointment (Proposal 2) is a routine matter and the record owner may vote your shares on these proposals if it does not get instructions from you.
The proposal for the Director Appointments (Proposal 1) are non-routine and the record owner may not vote your shares on any of these proposals if it does not get instructions from you. If you do not provide voting instructions on these matters, a broker non-vote will occur. Broker non-votes, as well as abstentions, will each be counted towards the presence of a quorum but will not be counted towards the number of votes cast for any proposal.
How many votes are needed for each proposal to pass?
| Proposals | Vote Required | ||
| (1) | The Election of Directors Proposal | Affirmative vote of a plurality of the shares of the voting power present. The six persons receiving the greatest number of votes will be elected as directors. | |
| (2) | The Auditor Ratification Proposal | Majority of the voting power present in person or by proxy and entitled to vote on the matter |
What constitutes outstanding shares entitled to vote?
At the close of business on the Record Date, there were 41,105,525 outstanding and entitled to vote, including: (i) 6,105,525 shares of Common Stock and (ii) 35,000,000 votes as a result of the shares of Preferred Stock outstanding as of the Record Date.
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Is broker discretionary voting allowed and what is the effect of broker non-votes?
| Proposals |
Broker Discretionary Vote Allowed |
Effect of Broker Non-Votes on the Proposal |
|||
| (1) | The Election of Directors Proposal | No | None | ||
| (2) | The Auditor Ratification Proposal | Yes | None |
What is an Abstention?
An abstention is a stockholders affirmative choice to decline to vote on a proposal. Under Nevada law, abstentions are counted as shares present and entitled to vote at the Annual Meeting. Generally, unless provided otherwise by applicable law, our Bylaws provide that an action of our stockholders (other than the election of directors) is approved if a majority of the number of shares of stock entitled to vote thereon and present (either in person or by proxy) vote in favor of such action. Therefore, votes marked as ABSTAIN will have the same effect as a vote AGAINST the outcome in Proposal 2. Votes marked as ABSTAIN on Proposal 1 will have no effect because directors are elected by plurality voting.
What are the voting procedures?
You may vote in favor of each proposal or against each proposal, or in favor of some proposals and against others, or you may abstain from voting on any of these proposals. You should specify your respective choices on the accompanying proxy card or your voting instruction form.
Is my proxy revocable?
You may revoke your proxy and reclaim your right to vote up to and including the day of the Annual Meeting by giving written notice to the Corporate Secretary of the Company, by delivering a proxy card dated after the date of the proxy or by voting in person at the Annual Meeting. All written notices of revocation and other communications with respect to revocations of proxies should be addressed to: Society Pass Incorporated, 701 S. Carson Street, Suite 200, Carson City, Nevada 89701, Attention: Corporate Secretary.
Who is paying for the expenses involved in preparing and mailing this proxy statement?
All of the expenses involved in preparing, assembling and mailing these proxy materials and all costs of soliciting proxies will be paid by the Company. In addition to the solicitation by mail, proxies may be solicited by the Companys officers and regular employees by telephone or in person. Such persons will receive no compensation for their services other than their regular salaries. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the shares held of record by such persons, and we may reimburse such persons for reasonable out of pocket expenses incurred by them in so doing. We may hire an independent proxy solicitation firm.
Could other matters be decided at the Annual Meeting?
Other than the Election of Directors Proposal and the Auditor Ratification Proposal, no other matters will be presented for action by the stockholders at the Annual Meeting.
Do I have dissenters (appraisal) rights?
Appraisal rights are not available to the Companys stockholders with any of the proposals brought before the Annual Meeting.
Interest of Officers and Directors in Matters to Be Acted Upon
None of the officers or directors have any interest in any of the matters to be acted upon at the Annual Meeting.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR
PROPOSALS 1 AND 2
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PROPOSAL 1. THE ELECTION OF DIRECTORS PROPOSAL
Our Board is currently composed of six members. Directors hold office until the next Annual Meeting of Stockholders or until their earlier death, resignation, or removal, or until their successors are elected and qualified.
Information Regarding our Directors
Our Corporate Governance and Nominating and Corporate Governance (the Nominating and Corporate Governance) recommended, and our Board of Directors approved Travis Washko, Vincent Puccio, Mark Carrington, Michael Freed, Michael Dunn and Loic Gautier as nominees for election as directors at this Annual Meeting to hold office for a one-year term until our Annual Meeting to be held in 2026.
The director nominees have consented to be named as nominees in this proxy statement and have agreed to serve as directors if elected. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the six nominees named below. If any director nominee of the Company is unable or declines to serve as a director at the Annual Meeting, the proxies will be voted for any nominee designated by the present Board to fill the vacancy. The Board has no reason to believe that any of the nominees will be unavailable for election. The elected directors will hold office until the next Annual Meeting of Stockholders or until their earlier death, resignation, or removal, or until their successors are elected and qualified. There are no arrangements or understandings between any of our directors and any other person under which any director was selected to serve as a director of our Company. There are no family relationships among our directors or officers.
The following sets forth the persons nominated by the Board for election and information concerning those individuals:
| Director Nominee | Age | Position | Director Since | |||
| Travis Washko | 47 | Chairman of the Board and Director | June 2024 | |||
| Vincent Puccio | 55 | Director and Secretary | June 2024 | |||
| Mark Carrington | 55 | Director | June 2024 | |||
| Michael Freed | 54 | Director | June 2024 | |||
| Michael Dunn | 47 | Director | June 2024 | |||
| Loic Gautier | 35 | Non-independent Director | June 2024 |
Travis Washko is the Chairman cum Director of the Board of Director of the Company. Mr. Washko brings over two decades of expertise in education management and financial services across Asia. Currently serving as the Head of School for Dehong Xian (part of the Education in Motion-EiM Group) in Xian, Shaanxi, China since 2022, Mr. Washko has a proven track record of leadership and innovation in the field. Prior to his role at Dehong Xian, Mr. Washko served as the Principal/Executive Vice-President of Living Word Shanghai High School (LWS) in Shanghai, China, where he demonstrated his commitment to academic excellence and student success. From 2018 to 2021, Mr. Washko held the position of Activities Director for both Beanstalk International Education Group, China (BIEG), and Nord Anglia Education (NAE), China International Schools, overseeing a wide range of extracurricular programs and initiatives. During his tenure from 2007 to 2018, he served as the Director of Athletics at both The British School of Beijing, Shunyi China, and Livingston American International School in Shanghai, fostering a culture of athleticism and sportsmanship among students. In his earlier career, from 2001 to 2006, Mr. Washko served as the Managing Director of TA Associates Asia Limited Equity International Asia Limited, a Shanghai-based financial services and corporate finance firm, where he honed his skills in financial management and strategic planning. Mr. Washko holds a Master of Education in Curriculum and Instruction/Master of Education in Educational Leadership from Dallas Baptist University, complemented by a Bachelor of Arts in Political Science from Dickinson College. His diverse educational background and extensive experience make him a dynamic and effective leader. Mr. Washko received his bachelors degree of arts in Political Science from Dickinson College in 2020 and masters degree of education in Educational Leadership from Dallas Baptist University in 2013. The Company believes that his diverse educational background and extensive experience make him a dynamic and effective leader.
Vincent Puccio is the Director of the Board of Director of the Company. Mr. Puccio has over 25 years experience in the luxury mens apparel industry as a sales professional, buyer, store manager, and made-to-measure specialist, and general manager. Since March 2021, Mr. Puccio has been a supervising agent at American Income Life, where he leads a sales team and acts as a hiring manager. Prior to that, Mr. Puccio worked at Don Vincent Store for Men between 1999 and 2020, where he started as a store manager and was promoted as a general manager when he left. Mr. Puccio received his bachelors degree in English from the University of California, Irvine in 1993. The Company believes that his experience in the multiple industries brings a unique perspective to the Board.
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Mark Carrington is a Director of the Board of Directors of the Company. Mr. Carrington is an expert in the mortgage fintech industry, having held various leadership roles over the last 20 years. Currently Mr. Carrington owns a boutique Pilates studio called Studio C Pilates in California. In 2018, he left CoreLogic to become an entrepreneur in the health industry and consult for the mortgage fintech industry, where he started from February 2008. He graduated from the University of California, Irvine with a bachelors degree of arts in Economics and a bachelors degree of science in Statistics, and started his career in capital finance. The Company believes that his experience in the mortgage fintech industry brings a unique perspective to the Board.
Michael Freed is a Director of the Board of Directors of the Company. Mr. Freed has over 34 years of entrepreneurial management and branding experience. Mr. Freed previously was the CEO of Bionic Records, a chain of record retail stores in Orange County, California for 20 years (1988-2008). In this capacity, he promoted and marketed music bands such as Sublime, Korn, No Doubt, Offspring, and Avenged Sevenfold to the California mass market. From 1996 to 2016, Mr. Freed created three skateboard brands: Riviera Skateboards, Divine Wheels, and Paris Trucks. Mr. Freed launched two retail locations for these three brands and then branched into production in 2008. From 2008 to 2016, Mr. Freed served on the board of directors for Resource Distribution, a global skateboard master distributor (2008-2016). He specialized in brand/team management, along with research and development for many skateboard products. Since 2016, he has acquired real estate investments in the states of Missouri and California. His experience ranges from property acquisitions, finance, and renovation management. The Company believes that his experience in the entrepreneurial management and branding experience brings a unique perspective to the Board.
Michael Dunn is a Director of the Board of Directors of the Company. Mr. Dunn has served as an executive director of R1 Planning Council for Northern Illinois since 2015. R1 functions as the Federal Metropolitan Planning Organization (MPO), Federal Economic Development District (EDD) and regional Landbank Development Authority for Northern Illinois. He currently serves on the State of Illinois High Speed Rail Commission as a gubernatorial appointment, the Illinois Tollway Stakeholder Advisory Council, the Executive Directors council of the National Association of Regional Councils, as the Executive Director of the Winnebago County Rail Development Authority, a board member the Greater Rockford Economic Development Corporation, and as Vice Chairperson of the Discovery Center Childrens Museum. Mr. Dunn graduated with degrees from Loyola University Chicago in Finance and in Labor Management. The Company believes that his experience in the public sector brings a unique perspective to the Board.
Loic Gautier is a Director of the Board of Directors of the Company. Mr. Gartier is a southeast Asia based technology and ecommerce entrepreneur. He began his career in Paris, France at Groupon in 2012 back then the fastest growing ecommerce website of all times. Mr. Gautiers experience and results at Groupon caught the attention of industry leaders and was recruited by Lazada in 2013, then operated under the German Venture builder Rocket Internet, to join their expanding operation in Vietnam. Mr. Gautiers entrepreneurial drive then led him to establish his first ecommerce venture, Leflair, at the age of 25. In 2021, Leflair was acquired by the Company, marking a significant milestone for the Leflair. Mr. Gautier oversaw the integration Leflair into the Companys operations and subsequently through its IPO in 2022, further solidifying the companys presence in the ecommerce sector in southeast Asia. Mr. Gautier received his masters degree in marketing from INSEEC Business School in 2013. The Company believes that his experience in the technology and ecommerce sectors brings a unique perspective to the Board.
Family Relationships
There are no family relationships among our directors and/or executive officers.
Board Role in Risk Oversight
Our Board bears responsibility for overseeing our risk management function. Our management keeps the Board apprised of material risks and provides to directors access to all information necessary for them to understand and evaluate the effect of these risks, individually or in the aggregate, on our business, and how management addresses them. Our Chairman works closely together with the Board once material risks are identified on how to best address such risks. If the identified risks present an actual or potential conflict with management, our independent directors may conduct the assessment.
Director Independence
Our Board has reviewed the materiality of any relationship that each of our directors has with us, either directly or indirectly. Based on this review, our Board has affirmatively determined that each of Travis Washko, Vincent Puccio, Mark Carrington, Michael Freed, Michael Dunn, current members of our Board, meet the independence requirements under the Listing Rules of The Nasdaq Stock Market LLC (the Nasdaq Listing Rules).
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Board and Committee Meetings
During the year ended December 31, 2024, the Board had 4 meetings, the Audit Committee had 4 meetings, the Remuneration Committee had 4 meetings, and the Nominating and Corporate Governance had 4 meeting.
There were no directors (who were incumbent at the time), who attended fewer than 75 percent of the aggregate total number of Board meetings and meetings of the Board committees of which the director was a member during the applicable period.
Board Committees
The Board currently has the following standing committees: the Audit Committee, the Remuneration Committee, the Nominating and Corporate Governance and the Executive Committee.
Each of the above-referenced committees operates pursuant to a formal written charter. The charters for these committees, which have been adopted by our Board, contain a detailed description of the respective committees duties and responsibilities and are available on our website at https://www.thesocietypass.com/ under the Investor Relations Corporate Governance tab.
Below is a description of each committee of the Board of Directors. Each of the committees has authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities. The Board of Directors has determined that each member of the Audit Committee, Remuneration Committee, and Nominating and Corporate Governance Committee meet the independence requirements under the NASDAQs current listing standards and each member is free of any relationship that would interfere with his individual exercise of independent judgment.
Audit Committee
We have established an Audit Committee consisting of Mark Carrington, Vincent Puccio and Travis Washko. Mr. Carrington is the Chairman of the Audit Committee. In addition, our Board has determined that Mark Carrington is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended, or the Securities Act. The Audit Committees duties, which are specified in our Audit Committee Charter, include, but are not limited to:
| ● | reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our annual disclosure report; | |
| ● | discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements; | |
| ● | discussing with management major risk assessment and risk management policies; | |
| ● | monitoring the independence of the independent auditor; | |
| ● | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; | |
| ● | reviewing and approving all related-party transactions; | |
| ● | inquiring and discussing with management our compliance with applicable laws and regulations; | |
| ● | pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed; | |
| ● | appointing or replacing the independent auditor; | |
| ● | determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
| ● | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and | |
| ● | approving reimbursement of expenses incurred by our management team in identifying potential target businesses. |
The audit committee is composed exclusively of independent directors who are financially literate as defined under the Nasdaq listing standards. The Nasdaq listing standards define financially literate as being able to read and understand fundamental financial statements, including a companys balance sheet, income statement and cash flow statement. Our Board has determined that Mr. Carrington is qualified as an Audit Committee Financial Expert, as that term is defined under the rules of the Securities and Exchange Commission (the SEC) and in compliance with the Sarbanes-Oxley Act.
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Report of Audit Committee
Review of Fiscal Year 2024 Consolidated Financial Statements
In connection with its review of our Fiscal Year 2024 Consolidated Financial Statements, the Audit Committee has:
| (1) | reviewed and discussed the audited consolidated financial statements with management; | |
| (2) | discussed with OneStop Assurance PAC, our independent registered public accounting firm, the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 1301, Communications with Audit Committees ; and | |
| (3) | received from OneStop Assurance PAC, the written disclosures and letter required by applicable requirements of the Public Company Accounting Oversight Board and discussed with OneStop Assurance PAC their independence. |
Based upon the review and discussions described above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements for fiscal year ended December 31, 2024 be included in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
By the Audit Committee of the Board of Directors:
Mark Carrington
Vincent Puccio
Travis Washko
The material in this report is not deemed to be soliciting material, or to be filed with the Securities and Exchange Commission and is not to be incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filings.
Remuneration Committee
We have established a Remuneration Committee of the board of directors to consist of Michael Freed, Michael Dunn, and Vincent Puccio, each of whom is an independent director. Each member of our Remuneration Committee is also a non-employee director, as defined under Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Code. Mr. Freed is the chairman of the Remuneration Committee. The Remuneration Committees duties, which are specified in our Remuneration Committee Charter, include, but are not limited to:
| ● | reviewing, approving and determining, or recommending to our board of directors regarding, the compensation of our executive officers; | |
| ● | administering our equity compensation plans; | |
| ● | reviewing and approving, or recommending to our board of directors, regarding incentive compensation and equity compensation plans; and | |
| ● | establishing and reviewing general policies relating to compensation and benefits of our employees. |
Nominating and Corporate Governance Committee
We have established a Nominating and Corporate governance Committee consisting of Michael Dunn, Mark Carrington, and Michael Freed. Mr. Dunn is the Chairman of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committees duties, which are specified in our Nominating and Corporate Governance Committee Charter, include, but are not limited to:
| ● | identifying, reviewing and evaluating candidates to serve on our board of directors consistent with criteria approved by our board of directors; | |
| ● | evaluating director performance on our board of directors and applicable committees of our board of directors and determining whether continued service on our board of directors is appropriate; | |
| ● | evaluating nominations by stockholders of candidates for election to our board of directors; and | |
| ● | corporate governance matters. |
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The Chair and members of each committee of the Board are summarized in the table below:
| Name |
Audit Committee |
Remuneration Committee |
Nominating and Corporate Governance Committee |
|||
| Mark Carrington (Independent) | Chair | Member | ||||
| Michael Freed (Independent) | Chair | Member | ||||
| Michael Dunn (Independent) | Member | Chair | ||||
| Vincent Puccio (Independent) | Member | Member | ||||
| Travis Washko (Independent) | Member |
Consideration of Director Nominees
We seek directors with the highest standards of ethics and integrity, sound business judgment, and the willingness to make a strong commitment to the Company and its success. The Nominating and Corporate Governance Committee works with the Board on an annual basis to determine the appropriate and desirable mix of characteristics, skills, expertise, and experience for the full Board and each committee, taking into account both existing directors and all nominees for election as directors, as well as any diversity considerations and the membership criteria applied by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee and the Board, which do not have a formal diversity policy, consider diversity in a broad sense when evaluating board composition and nominations; and they seek to include directors with a diversity of experience, professions, viewpoints, skills, and backgrounds that will enable them to make significant contributions to the Board and the Company, both as individuals and as part of a group of directors. The Board evaluates each individual in the context of the full Board, with the objective of recommending a group that can best contribute to the success of the business and represent stockholder interests through the exercise of sound judgment. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers the directors attendance at meetings and participation in and contributions to the activities of the Board and its committees.
The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders, and its process for considering such recommendations is no different than its process for screening and evaluating candidates suggested by directors, management of the Company, or third parties.
When considering director candidates, the Nominating and Corporate Governance Committee will evaluate multiple factors in assessing their qualification. A candidate must have extensive and relevant leadership experience including an understanding of the complex challenges of enterprise leadership. An appropriate candidate will have gained appropriate experience and education in some or all of the key areas below.
| ● | Relevant Sector Experience. Director candidates will have gained their leadership experience in sectors directly relevant to the Companys business and/or served as the Chief Executive Officer, Chief Operating Officer or other major operating or staff officer of a public corporation, with a background in marketing, finance and/or business operations. | |
| ● | Corporate Governance Experience. Director candidates should have sufficient applicable experience to understand fully the legal and other responsibilities of an independent director of a U.S.-based public company. | |
| ● | Education. Generally, it is desirable that a Board candidate should hold an undergraduate degree from a respected college or university and in relevant fields of study. |
When further considering director candidates, personal attributes and characteristics will be considered. Specifically, these should include the following:
| ● | Personal. Director candidates should be of the highest moral and ethical character. Candidates must exhibit independence, objectivity and be capable of serving as representatives of the stockholders. The candidates should have demonstrated a personal commitment to areas aligned with the Companys public interest commitments, such as education, the environment and welfare of the communities in which we operate. |
| ● | Individual Characteristics. Director candidates should have the personal qualities to be able to make a substantial active contribution to Board deliberations. These qualities include intelligence, self-assuredness, a high ethical standard, inter-personal skills, independence, courage, a willingness to ask the difficult question, communication skills and commitment. In considering candidates for election to the Board of Directors, the Board should constantly be striving to achieve the diversity of the communities in which the Company operates. |
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Availability. Director candidates must be willing to commit, as well as have, sufficient time available to discharge the duties of Board membership. Generally, therefore, the candidate should not have more than three other corporate board memberships.
| ● | Compatibility. The Board candidate should be able to develop a good working relationship with other Board members and contribute to the Boards working relationship with the senior management of the Company. |
Board Diversity Matrix
The matrix below summarizes certain information regarding the diversity of our Board as of the date of this proxy statement. Each of the categories listed in the table below has the meaning set forth in Nasdaq Rule 5605(f).
Information Regarding Stockholder Communication with the Board of Directors; Attendance of Board Members at the Annual Meeting
Although we do not have a formal policy regarding communications with the Board, stockholders may communicate with the Board by writing to us at Society Pass Incorporated, 701 S. Carson Street, Suite 200, Carson City, Nevada 89701, Attention: Corp. Secretary. Stockholders who would like their submission directed to a member of the Board may specify, and the communication will be forwarded, as appropriate. We do not require Board members to attend our Annual Meeting of Stockholders.
Code of Ethics
Our Board has adopted a Code of Ethics that applies to all of our employees, including our Chairman, Chief Executive Officer, and Chief Financial Officer. Although not required, the Code of Ethics also applies to our directors. The Code of Ethics provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, full, fair, accurate, timely and understandable disclosure and compliance with laws, rules and regulations, including insider trading, corporate opportunities and whistleblowing or the prompt reporting of illegal or unethical behavior. We will provide a copy of our Code of Ethics, without charge, upon request in writing to Society Pass Incorporated, 701 S. Carson Street, Suite 200, Carson City, Nevada 89701, Attention: Corp. Secretary. We do not currently have any practices or policies regarding hedging or offsetting any decrease in the market value of our equity securities.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
ALL OF THE NOMINEES FOR ELECTION AS DIRECTORS.
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PROPOSAL 2. THE AUDITOR RATIFICATION PROPOSAL
The Audit Committee of the Board has appointed Onestop Assurance PAC (Onestop) as our independent registered accounting firm for the fiscal year ending December 31, 2025. We are not required to seek stockholder approval for the appointment of our independent registered public accounting firm; however, the Audit Committee and the full Board believe it is sound corporate practice to seek such approval. If the appointment is not ratified, the Audit Committee will investigate the reasons for stockholder rejection and will re-consider the appointment. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such change would be in the best interests of us and our stockholders.
Representatives of Onestop are not expected to be present at the Annual Meeting. However, we will provide contact information for Onestop to any stockholders who would like to contact the firm with questions.
Fees Billed to the Company in fiscal years 2024 and 2023.
Onestop Assurance PAC (Onestop) served as the independent registered public accounting firm to audit our books and accounts for the fiscal year ending December 31, 2024 and 2023.
The table below presents the aggregate fees billed for professional services rendered by Onestop for the years ended December 31, 2024 and 2023.
| 2024 | 2023 | |||||||
| Audit fees | $ | 379,225 | $ | 420,737 | ||||
| Audit-related fees | 18,000 | 11,500 | ||||||
| Total fees | $ | 397,225 | $ | 432,237 | ||||
In the above table, audit fees are fees billed for services provided related to the audit of our annual financial statements, quarterly reviews of our interim financial statements, and services normally provided by the independent accountant in connection with regulatory filings or engagements for those fiscal periods. Audit-related fees are fees not included in audit fees that are billed by the independent accountant for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. These audit-related fees also consist of the review of our registration statements filed with the SEC and related services normally provided in connection with regulatory filings or engagements. All other fees are fees billed by the independent accountant for products and services not included in the foregoing categories.
PreApproval Policy of Services Performed by Independent Registered Public Accounting Firm
The Audit Committees policy is to preapprove all audit and nonaudit related services, tax services and other services. Preapproval is generally provided for up to one year, and any preapproval is detailed as to the particular service or category of services and is generally subject to a specific budget. The Audit Committee has delegated the preapproval authority to its chairperson when expedition of services is necessary. The independent registered public accounting firm and management are required to periodically report to the full Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this preapproval and the fees for the services.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS
VOTE FOR THIS PROPOSAL 2.
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EXECUTIVE AND DIRECTOR COMPENSATION
Summary Compensation Table
The following summary compensation table provides information regarding the compensation paid during our fiscal years ended December 31, 2024 and 2023 to our Chief Officer. We refer to these individuals as our named executive officers:
