Agassi Sports Entertainment Corp.
For the period ended Oct 22, 2026. Filed Oct 26, 2026.
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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Oct 22, 2026 · Filed Oct 26, 2026
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Contents
EX-99.1 · Responsibilities:
Responsibilities:
Subject to the sole determination of the Board, the principal responsibilities and functions of the Compensation Committee are as follows:
| 1. | Review the competitiveness of the Company’s executive compensation programs to ensure (a) the attraction and retention of executives, (b) the motivation of executives to achieve the Company’s business objectives, and (c) the alignment of the interests of key leadership with the long-term interests of the Company’s stockholders. The Committee shall also review and recommend to the Board annual goals and objectives for the CEO, and evaluate the CEO’s performance against such goals. |
| 2. | Review trends in executive compensation, oversee the development of new compensation plans, and, when necessary, approve the revision of existing plans. |
| 3. | Review and approve the compensation structure for executives. |
| 4. | Oversee an evaluation of the performance of the Company’s executive officers and approve the annual compensation, including salary, bonus, incentive and equity compensation, for the executive officers. Review and approve compensation packages for new executive officers and termination packages for executive officers. The Committee shall review and approve the annual compensation of the Chief Executive Officer or, in its discretion, shall recommend such compensation to the Board for approval. |
| 5. | Review and make recommendations concerning long-term incentive compensation plans, including the use of equity-based plans. The Committee shall also oversee the Company’s policies and practices regarding the timing of grants of equity awards in relation to the disclosure of material nonpublic information, including any disclosure required by Item 402(x) of Regulation S-K. |
| 6. | Periodically review the compensation paid to non-employee directors, through cash, equity, or other forms, and make recommendations to the Board for any adjustments. No member of the Committee will act to fix his or her own compensation except for uniform compensation to directors for their services as a director. |
| 7. | Review periodic reports from management on matters relating to the Company’s compensation practices. |
| 8. | Produce an annual report of the Compensation Committee on executive compensation for the Company’s annual proxy statement in compliance with and to the extent required by applicable Securities and Exchange Commission rules or other applicable regulatory requirements and regulations and any relevant listing authority. The Committee shall also review and consider the results of the most recent stockholder advisory vote on executive compensation (“say-on-pay”) and the stockholder advisory vote on the frequency of say-on-pay votes, and make recommendations to the Board regarding the Company’s response thereto. |
| 9. | Obtain or perform an annual evaluation of the Committee’s performance and make applicable recommendations about, among other things, changes to the charter of the Committee. |
| 10. | Review the Company’s compensation policies and practices to assess whether they encourage excessive or inappropriate risk-taking and, if so, recommend appropriate changes. The Committee shall also periodically review the Company’s policies, if any, regarding hedging and pledging of Company securities by directors, officers and employees, including in light of the disclosure requirements of Item 407(i) of Regulation S-K. |
| 11. | Administer and oversee the Company’s compensation recovery (clawback) policies, including compliance with applicable Exchange rules and SEC regulations. |
| 12. | Take whatever other action that the Board shall reasonably request in its sole determination. |
The Committee shall also have the following responsibilities and authority as dictated by the Exchange:
| (A) | The Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser. |
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| (B) | The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other adviser retained by the Committee. |
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| (C) | The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to a compensation consultant, legal counsel or any other adviser retained by the Committee. |
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| (D) | The Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Committee, other than in-house legal counsel, only after taking into consideration all factors relevant to that person’s independence from management, including those set forth in the Exchange’s rules. |
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Notwithstanding the above, the Chief Executive Officer and other executive officers shall not be present during voting or deliberations on their respective compensation.
The Committee is not required to follow the advice of any retained advisor and shall exercise its own judgment in fulfilling its duties.
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