Management Change/Compensation - Form 8-K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective on April 29, 2024, the Board of Directors (the "Board") of Kingfish Holding Corporation (the "Company") agreed to expand the size of the Board to seven directors and appointed Justin K. Leins as a member of the Board to fill the newly created vacancy. Mr. Leins is considered independent under the rules of The Nasdaq Stock Market, which the Company uses to evaluate director independence. Mr. Leins has not been appointed to serve as a member on any Board committee.

Justin K. Leins - 35. Mr. Leins is the First Vice President - Wealth Management and a Financial Advisor at The Zelniker Dorfman Carr & Heritage Group - UBS Financial Services Inc. where he has worked since 2012. At UBS, Mr. Leins cofounded the Heritage Group and focuses on working with high-net-worth clients, including professional athletes, medical specialists and affluent retirees. His investment planning process is highly detail-oriented and centered on the core tenets of diversification and risk management. Mr. Leins has experience with risk management strategies for individuals and companies and has assisted companies in preparing stock and retirement plans. Prior to joining UBS, Mr. Leins worked as a financial advisor at Morgan Stanley Wealth Management for two years. Mr. Leins has previous board experience from his time on the board of the Humane Society of Sarasota County, a Florida not for profit corporation, from 2014 to 2020. Mr. Leins graduated Florida Gulf Coast University with a Bachelor of Science degree in finance & Economics in 2011.

There are no family relationships between Mr. Leins and any other director or executive officer of the Company. Nor are there any transactions between Mr. Leins or any member of his immediate family and the Company that would be reportable as a related party transaction under the rules of the United States Securities and Exchange Commission. Further, there is no arrangement or understanding between him and any other persons or entities pursuant to which he was appointed as a director of the Company.

The Company's Board members are not currently compensated for their attendance at the Company's regularly scheduled or special meetings or for their services. However, directors are reimbursed for their expenses in attending board meetings.