Forge Global Holdings Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$FRGE
Investment Bankers/Brokers/Service
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 12, 2025
(Exact name of registrant as specified in its charter)
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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.
(b) Departure of Director
On March 12, 2025, Eric Leupold notified Forge Global Holdings, Inc. (the “Company”) of his intention to resign from the Company’s Board of Directors (the “Board”), effective March 17, 2025. Mr. Leupold’s resignation is not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.
(d) Election of Director
On March 17, 2025, based upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed Brian McDonald as a Class III director, with his initial term expiring at the Company’s 2025 annual meeting of stockholders. In addition, the Board appointed Mr. McDonald to serve as a member of each of the Audit Committee and Risk Committee of the Board. Immediately following the resignation of Mr. Leupold and the appointment of Mr. McDonald, the Board fixed the size of the Board at seven directors.
Mr. McDonald, age 54, is a veteran in the financial services and wealth management industries. From December 2017 to January 2025, Mr. McDonald served as Managing Director, Head of Direct and Institutional Businesses at Morgan Stanley. In this role, he oversaw multiple strategic initiatives, including helping to build and lead Morgan Stanley at Work, one of the largest workplace businesses in the world. Prior to joining Morgan Stanley, he spent over 20 years at Charles Schwab leading its workplace and retail service functions, including most recently as Senior Vice President. Since February 2025, Mr. McDonald has served on the boards of two companies as an Executive in Residence at TIFIN, an AI platform for asset, wealth, and insurance services. Mr. McDonald holds a B.A. in Economics from Indiana University and an M.B.A. from Ball State Graduate School of Business.
Mr. McDonald’s compensation as a director will be consistent with the compensation policies applicable to the Company’s other non-employee directors. The Company will enter into its standard form of indemnification agreement with Mr. McDonald in connection with his appointment to the Board.
There are no related party transactions between the Company and Mr. McDonald (or any of his immediate family members) requiring disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. McDonald and any other persons pursuant to which he was appointed a director of the Company, and there are no family relationships between Mr. McDonald and any director or executive officer of the Company.
A press release announcing Mr. McDonald’s appointment to the Board is attached as Exhibit 99.1 and is incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | ||||
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Forge Global Holdings, Inc. | ||||||||
| Date: March 18, 2025 | By: | /s/ Kelly Rodriques | ||||||
| Name: | Kelly Rodriques | |||||||
| Title: | Chief Executive Officer | |||||||