The governance reset also trims the company’s equity plan evergreen from 10% to 3% and replaces bylaws that had been in place since 2000.

July 7, 2026

Polomar Health Services has reconstituted its board of directors, installed a new executive chairman, and formed a special committee to evaluate a proposed acquisition of intellectual property from entities affiliated with its preferred stockholders, in a sweeping governance overhaul that took effect July 1.

Board Reconstituted Under Preferred Holder Consent

The Palm Harbor, Florida-based company disclosed that David Spiegel and Terrence M. Tierney resigned from the board effective at 12:01 a.m. Eastern time on July 1. Tierney remains with the company as interim chief executive officer and its designated principal executive officer. The company said neither resignation stemmed from any disagreement over its operations, policies, or practices.

The board simultaneously fixed its size at five members and elected four new directors — George Hornig, Alexandra Peterson, Gabrielle Toledano, and George Caruolo — while incumbent Gabriel Del Virginia continues in office. Each director will serve until the next annual meeting of stockholders. The restructuring and related governance actions were approved by written consent of all holders of the company’s Series A Convertible Preferred Stock, including majority holder CWR 1, LLC, as required under the certificate of designations governing that series. The company said there were no other arrangements or understandings behind the new directors’ elections.

Committee assignments accompanied the reset:

• Audit: George Caruolo (chair), who was also designated lead independent director, joined by Gabriel Del Virginia and Gabrielle Toledano
• Compensation: Gabrielle Toledano (chair), with Alexandra Peterson and Gabriel Del Virginia
• Nominating and corporate governance: Gabriel Del Virginia (chair), with Alexandra Peterson and George Caruolo

Special Committee to Vet Insider-Affiliated Asset Purchase

Perhaps most consequentially, the board established a special committee composed of Toledano, as chair, and Peterson to review, evaluate, negotiate, and make recommendations on a proposed acquisition of certain intellectual property and related assets from entities affiliated with holders of the Series A preferred stock. The board determined both members are independent and disinterested with respect to the committee’s mandate, and it committed not to approve any such transaction without the committee’s prior favorable recommendation. The committee is authorized to retain independent legal counsel and an independent financial advisor, including for purposes of a fairness opinion.

New Executive Chairman and General Counsel

On the officer side, Hornig was appointed executive chairman, an executive officer position, and elected chair of the board. Timothy M. Papp was appointed secretary and general counsel. Papp brings more than two decades of experience advising public and private companies on corporate governance, mergers and acquisitions, securities compliance, and complex litigation, having served as general counsel to a portfolio of publicly traded and privately held biopharmaceutical, life sciences, and technology companies.

Equity Plan Evergreen Cut; Bylaws Modernized

The board also amended and restated the company’s equity and incentive compensation plan, originally adopted in July 2024 and formerly known as the Trustfeed Corp. 2024 Equity and Incentive Compensation Plan. The revisions cut the plan’s automatic annual evergreen share increase from 10% to 3% of common shares outstanding as of the prior December 31, beginning with the increase scheduled for January 1, 2027, and rename it the Polomar Health Services, Inc. 2026 Equity and Incentive Compensation Plan.

Rounding out the overhaul, the board adopted amended and restated bylaws that supersede the company’s original bylaws dating to September 2000. The new bylaws cap the board at nine directors absent stockholder approval, adopt a majority voting standard for uncontested director elections alongside a director resignation policy, establish advance notice procedures for stockholder nominations and proposals that address the universal proxy rules, provide for the executive chairman office, permit remote meetings and action by written consent, and expand director and officer indemnification to the fullest extent permitted by Nevada law. The bylaws adoption was likewise approved by written consent of the Series A preferred holders to the extent required.

Taken together, the actions concentrate meaningful influence with the Series A preferred class, whose consent rights drove the board restructuring, while layering in safeguards around the contemplated related-party asset purchase. The special committee structure, with its fairness opinion authority and veto over board approval, will be the mechanism to watch as the proposed intellectual property transaction moves forward.