lglg20251023_def14a.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

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 Pursuant to §240.14a-12

The LGL Group, Inc.

(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

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2026

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

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The LGL Group, Inc.
2525 Shader Road

Orlando, Florida 32804

NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 12, 2026

April 2, 2026

To the Stockholders of The LGL Group, Inc.:

The 2026 Annual Meeting of Stockholders (the "Annual Meeting") of The LGL Group, Inc., a Delaware corporation ("LGL," "LGL Group," the "Company," "we," "our," or "us"), will be held on Tuesday, May 12, 2026, at 8:30 a.m. Eastern Time, at the Harvard Club of New York City, located at 35 West 44th Street, New York, New York 10036, for the following purposes, as more fully described in the accompanying Proxy Statement:

To elect six (6) Director Nominees of the Company, five (5) of whom are currently independent, to serve until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified;

To approve the redomestication of LGL Group from Delaware to Nevada by conversion;

To vote on a non-binding advisory resolution to approve the compensation of the Company's Named Executive Officers;

To hold a non-binding advisory vote to determine the frequency with which the Company's stockholders shall be entitled to vote on a non-binding advisory resolution to approve the compensation of the Company's Named Executive Officers;

To vote on the approval of the Amended and Restated The LGL Group, Inc. 2021 Incentive Plan;

To ratify the appointment of PKF O'Connor Davies, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026; and

To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Only stockholders of record at the close of business on March 31, 2026 are entitled to receive notice of, and to vote at, the Annual Meeting. You will be able to vote and submit your questions during the Annual Meeting. Prior to the Annual Meeting, you will be able to vote at www.proxyvote.com.

This Proxy Statement, the accompanying Notice of Annual Meeting of Stockholders, proxy card or a voting instruction card, and LGL Group's 2025 Annual Report on Form 10-K will be available on or about April 2, 2026.

Your vote is extremely important, regardless of the number of shares that you own. Whether or not you plan to attend the Annual Meeting in person, we ask that you promptly sign, date and return the enclosed proxy card or voting instruction card in the envelope provided, or submit your proxy by telephone or over the Internet (if those options are available to you) in accordance with the instructions on the enclosed proxy card or voting instruction card.

By Order of the Board of Directors,

/s/ Marc Gabelli
Marc Gabelli
Chairman of the Board

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 12, 2026. The Notice of the 2026 Annual Meeting of Stockholders and Proxy Statement, as well as LGL Group's Annual Report on Form 10-K for the fiscal year ending December 31, 2025 (the "2025 Annual Report"), are available at www.lglgroup.com/annual-reports-and-proxy-statements. You may obtain instructions on how to attend the annual meeting by calling (407) 587-2274. References in either document to our website are for the convenience of readers, and information available at or through the website is not a part of, nor is it incorporated by reference in, the Proxy Statement or 2025 Annual Report.

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TABLE OF CONTENTS


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS		1

PROXY SUMMARY		4

CORPORATE GOVERNANCE		6
PROPOSAL 1	Election of Directors	6
The LGL Group, Inc. Board of Directors		7
Board Structure and Responsibilities		12
Director Compensation		14
Hedging or Pledging of Stock		14
Insider Trading Policy		14
Corporate Governance Information		14
PROPOSAL 2	Approve the Redomestication from Delaware to Nevada by Conversion	15

EXECUTIVE COMPENSATION		31
PROPOSAL 3	Advisory Vote to Approve Executive Compensation	31
Executive Officers		32
Compensation Discussion and Analysis		34
Executive Compensation Tables		37
Report of the Compensation Committee		41
PROPOSAL 4	Advisory Vote on Frequency of Future Say-on-Pay Votes	42
PROPOSAL 5	Vote to Approve Amended and Restated The LGL Group, Inc. 2021 Incentive Plan	43

AUDIT-RELATED MATTERS		51
PROPOSAL 6	RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	51
Fees Paid to Independent Registered Public Accounting Firm		52
Policy on Pre-Approval of Audit and Permissible Non-Audit Services		52
Report of the Audit Committee		53

STOCKHOLDER PROPOSALS		54

ADDITIONAL INFORMATION		55
Transactions with Related Persons, Promoters and Certain Control Persons		55
Ownership of Certain Beneficial Owners and Management		56
Delinquent Section 16(a) Reports		56

FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING		57


ANNEXES		62
Annex A - Plan of Conversion		62
Annex B - Nevada Articles of Incorporation		64
Annex C - Nevada Bylaws		68
Annex D - Amended and Restated The LGL Group, Inc. 2021 Incentive Plan		77

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Cautionary Note Concerning Forward Looking Statements

This document contains information that may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company intends for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable by law. Such statements include, in particular, statements about the Company's beliefs, plans, objectives, goals, expectations, estimates, projections and intentions. These statements are subject to significant risks and uncertainties and are subject to change based on various factors, many of which are beyond the Company's control. The words "may," "could," "should," "would," "believe," "anticipate," "estimate," "expect," "intend," "plan," "target," "goal" and similar expressions are intended to identify forward-looking statements. All forward-looking statements, by their nature, are subject to risks and uncertainties. Therefore, such statements are not intended to be a guarantee of the Company's performance in future periods. The Company's actual future results may differ materially from those set forth in the Company's forward-looking statements. For information concerning these factors and related matters, see "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission ("SEC") on March 30, 2026, and those described from time to time in our future reports filed with the SEC. However, other factors besides those referenced could adversely affect the Company's results, and you should not consider any such list of factors to be a complete set of all potential risks or uncertainties. Any forward-looking statements made by the Company herein speak as of the date of this Proxy Statement. The Company does not undertake to update any forward-looking statement, except as required by law. As a result, you should not place undue reliance on these forward-looking statements.

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Proxy Summary

This summary highlights certain information contained elsewhere in our definitive proxy statement (the "Proxy Statement"). You should read the entire Proxy Statement carefully before voting.

About The LGL Group, Inc.

The LGL Group, Inc. is a holding company engaged in services, merchant investment, and manufacturing business activities. LGL Group was incorporated in 1928 under the laws of the State of Indiana and reincorporated under the laws of the State of Delaware in 2007. The Company’s manufacturing business is operated through its subsidiary Precise Time and Frequency, LLC ("PTF"), which has operations in Wakefield, Massachusetts. PTF is engaged in the design of high-performance Frequency and Time Reference Standards that form the basis for timing and synchronization in various applications. The Company's merchant investment business is operated through various subsidiaries and is comprised of various investment vehicles in which we have a stockholder, partner, or general partner interest, and through which LGL Group invests its capital.

Unless the context otherwise requires, in this Proxy Statement, we use the terms "LGL," "LGL Group", "the Company," "we," "our," and "us" to refer to The LGL Group, Inc. and its subsidiaries.

Spin-Off of M-tron Industries, Inc.

On October 7, 2022, the tax-free spin-off of the M-tron Industries, Inc. ("MtronPTI") business into an independent, publicly traded company was completed (the "Separation" or "Spin-Off") and MtronPTI became an independent, publicly traded company trading on the NYSE American under the stock symbol "MPTI."

The Separation was achieved through LGL’s distribution (the "Distribution") of 100% of the shares of MtronPTI's common stock to holders of LGL's common stock as of the close of business on the record date of September 30, 2022. LGL's stockholders of record received one-half share of MtronPTI's common stock for every share of LGL's common stock. LGL retained no ownership interest in the MtronPTI business following the Separation. No gain or loss was recorded in connection with the Separation.

Solicitation

This Proxy Statement is furnished by the Board of Directors (the "Board") of The LGL Group, Inc. in connection with the solicitation of proxies for use at the 2026 Annual Meeting of Stockholders to be held on Tuesday, May 12, 2026, at 8:30 a.m. ET, at the Harvard Club of New York City, located at 35 West 44th Street, New York, New York 10036, and any adjournments or postponements thereof. This Proxy Statement, the accompanying Notice of Annual Meeting of Stockholders, proxy card or a voting instruction card, and LGL Group's 2025 Annual Report will be made available to stockholders on or about April 2, 2026. The 2025 Annual Report is also available at www.lglgroup.com/annual-reports-and-proxy-statements. However, the 2025 Annual Report is not to be regarded as part of the proxy soliciting material. The Board is soliciting your proxy in an effort to give all stockholders of record the opportunity to vote on matters that will be presented at the Annual Meeting.

Annual Meeting of Stockholders

Date

Time

Location

Record Date

Tuesday, May 12, 2026

8:30 a.m. Eastern Time

Harvard Club of New York City

Lower Level Business Center

35 West 44th Street

New York, New York 10036

March 31, 2026

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Stockholder Voting Matters

Proposal	Matter	Board Recommendation	Page Reference
Proposal 1	Election of Directors	FOR each Director Nominee	6
	Election of Directors	FOR each Director Nominee	6
Proposal 2	Vote to Approve the Redomestication of LGL Group from Delaware to Nevada by Conversion	FOR approval	15
		FOR approval	15
Proposal 3	Advisory Vote to Approve Executive Compensation	FOR approval	31
	Advisory Vote to Approve Executive Compensation	FOR approval	31
Proposal 4	Advisory Vote on Frequency of Future Say-on-Pay Votes	FOR every one (1) year	31
	Advisory Vote on Frequency of Future Say-on-Pay Votes	FOR every one (1) year	31
Proposal 5	Vote to Approve the Amended and Restated The LGL Group, Inc. 2021 Incentive Plan	FOR approval	43
		FOR approval	43
Proposal 6	Ratification of PKF O'Connor Davies, LLP as our Independent Registered Public Accounting Firm	FOR approval	51
		FOR approval	51

General Information			Executive Officers ^{^}
Stock Symbol: LGL			MARC GABELLI ⁽¹⁾ Executive Chairman
Exchange: NYSE American LLC ("NYSE American")			MARC GABELLI ⁽¹⁾ Executive Chairman
Shares Outstanding (as of the record date): 6,540,435			JASON D. LAMB ⁽²⁾ Chief Executive Officer
Transfer Agent: Computershare Trust Company, N.A.			JASON D. LAMB ⁽²⁾ Chief Executive Officer
Corporate Website: LGLGroup.com			TIFFANY HAYDEN Vice President
			TIFFANY HAYDEN Vice President
			PATRICK HUVANE Executive Vice President - Business Development
			LINDA BILES Vice President and Controller

^	As of March 16, 2026

⁽¹⁾	Mr. Gabelli served as Chief Executive Officer through January 4, 2026, at which time he transitioned to Executive Chairman

⁽²⁾	Mr. Lamb was appointed Chief Executive Officer on January 5, 2026

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CORPORATE GOVERNANCE

Proposal 1

Election of Directors

Our stockholders are being asked to elect six (6) director nominees (each a "Director Nominee"). Each Director Nominee shall serve for a one-year term, until the next annual meeting of stockholders, or until his or her successor is duly elected and qualified, or until such person's earlier death, resignation or removal.

All Director Nominees were elected at the 2025 Annual Meeting. As part of the Board's determination to nominate these existing directors for reelection, the Board has determined that each of the Director Nominees have valuable experiences, skills and qualifications necessary to carry out their responsibilities effectively.

The Board and Nominating Committee has determined that each Director Nominee meets the qualification standards described below under "The LGL Group, Inc. Board of Directors - Director Nominations." Additionally, the Board believes that the experience, attributes, and skills of any single Director Nominee should not be viewed in isolation, but rather in the context of the experience, attributes, and skills that all Director Nominees bring to the Board as a whole, each of which contributes to an effective Board.

Vote Required

The election of directors at the Annual Meeting is an uncontested election. Each Director Nominee receiving a plurality of the affirmative ("FOR") votes cast will be elected. You may withhold votes from any or all nominees. Broker non-votes are not considered votes cast or shares entitled to vote with respect to such matter and therefore will have no effect on the outcomes of Proposal 1.

Board Recommendation

✔

The Board of Directors unanimously recommends that our stockholders vote FOR the election of the Director Nominees described below under "The LGL Group, Inc. Board of Directors - Director Nominees."

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The LGL Group, Inc. Board of Directors

Board Overview

Our Board is currently comprised of six (6) individuals selected based on numerous criteria such as high professional ethics and values, relevant management and/or manufacturing experience, and a commitment to enhancing stockholder value.

	Age	Tenure

Board Skills, Experiences, and Qualifications

The Director Nominees bring a variety of skills, qualifications, backgrounds, and experiences, and collectively possess skill sets that are directly relevant to the Company's business and strategic objectives. The Board believes that the Director Nominees' varying tenures, breadth of experience and mix of attributes promote a well-functioning, highly qualified Board to provide appropriate guidance and effective oversight.

The Director Nominees have significant skills and experience in the following areas:

Legal Proceedings

To the best of our knowledge, none of our directors or executive officers were involved in any legal proceedings described in Item 401(f) of Regulation S-K in the past 10 years.

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Director Nominees

Biographical summaries and ages of our Director Nominees, and the experiences and skills that led to the conclusion that such persons should serve as directors, are set forth below. Information with respect to the shares of common stock beneficially owned by each of our Director Nominees is set forth in the section titled "Ownership of Certain Beneficial Owners and Management" on page 56. All such information has been furnished to us by our Director Nominees. There are no family relationships among any of our directors or executive officers.

KAAN ASLANSAN, Independent

Age	Director Since	Committees	Other Current and Former Public Company Directorships	Skills, Experiences, and Qualifications
52	2022	Audit	None	Financial Expertise
		Compensation		Mergers and Acquisitions
		Nominating
		Related Party

Career Highlights
Mr. Aslansan currently serves as Co-President at SOL Investment Group (2021 to present), a software services investment management services provider. Previously, Mr. Aslansan served as Senior Advisor - Corporate Transformation Services at Alvarez and Marsal Holdings, LLC (2021 to 2025), a restructuring, advisory, and consulting services firm, Managing Director - Corporate Transformation Services at Alvarez and Marsal Holdings, LLC (2018 to 2021), and Co-Founder and Managing Director at Optimity Advisors (2009 - 2018), a global consulting services company for the media & entertainment, financial services, insurance, and healthcare industries. Mr. Aslansan holds a Bachelor of Science in Management Information Systems from Rensselaer Polytechnic Institute.

Key Experience and Qualifications		In light of Mr. Aslansan's financial expertise and background with corporate transformations, the Board has concluded that Mr. Aslansan should be re-elected.

DARLENE DEREMER, Independent

Age	Director Since	Committees	Other Current and Former Public Company Directorships	Skills, Experiences, and Qualifications
70	2023	Audit	Teton Advisors, Inc. (2023 - Present)	Financial Expertise
		Compensation	VALIC Company I (2022 - Present)	CEO Experience
		Nominating	ARK ETF Trust (2014 - Present)	Mergers and Acquisitions
		Related Party (Chair)	Alpha Healthcare Acquisition Corp. III (2021 - 2023)	Governance
			Confluence Technologies, Inc. (2018 - 2021)
			United Capital Wealth Advisors (2008 - 2019)

Career Highlights
Ms. DeRemer currently serves as Advisory Partner at Grail Partners LLC (2019 to present), an investment banking and merchant bank focused on the financial services industry. Previously, Ms. DeRemer served as Managing Partner at Grail Partners LLC (2005 to 2019). Ms. DeRemer also serves on the Board of Trustees of Syracuse University. Ms. DeRemer holds a Bachelor of Science in Finance and Marketing and a Master of Business Administration from Syracuse University.

Key Experience and Qualifications		In light of Ms. DeRemer's governance and management experience and extensive background in financial services, the Board has concluded that Ms. DeRemer should be re-elected.