Mr. Gad Issues Definitive Proxy Statement for Upcoming Annual Meeting at Paragon

Rhea-AI Summary

Hesham "Sham" Gad, Paragon Technologies' largest stockholder with 28.2% ownership, has issued a definitive proxy statement and letter to stockholders ahead of the 2025 Annual Meeting. Gad, who served as CEO from 2014 to August 2024, highlights his track record of delivering an 11% annualized return during his tenure. Under his leadership since 2017, SI Systems transformed from an unprofitable entity to a debt-free operation, generating $5.7 million in profit. The company expanded through strategic moves including the acquisition of SED International de Colombia, $3.3 million in real estate investments, and building a $4 million cash and U.S. Treasury portfolio. Gad is proposing a new slate of directors - David Duquette, Hesham M. Gad, James Kaufman, Elodie Leoni, and Ronell Rivera - arguing that the current board lacks effective strategy and is focused on self-preservation rather than stockholder interests.

Positive

• Track record of 11% annualized return during Gad's CEO tenure (2014-2024)
• SI Systems transformed from unprofitable to generating $5.7 million in profit under Gad's leadership
• Company growth from $8 million to over $100 million in revenues without raising outside capital or taking debt
• Strategic acquisition of SED International de Colombia proved highly profitable
• Built $4 million cash and U.S. Treasury portfolio for future interest income

Negative

• Internal leadership conflict and power struggle at the board level
• Recent removal of Gad as CEO in August 2024 indicating corporate governance issues
• Current board accused of lacking strategic direction and focusing on self-preservation
• Potential business disruption due to ongoing proxy battle

Urges Stockholders to Vote on the BLUE Proxy Card to Elect His Slate of Director Nominees Who are Committed to Prioritizing Stockholders' Interest, Restoring Confidence and Unlocking Value

NEW YORK, NY / ACCESS Newswire / June 5, 2025 / Hesham "Sham" Gad, who beneficially owns approximately 28.2% of the outstanding shares of common stock of Paragon Technologies, Inc. ("Paragon" or the "Company") (OTC Pink:PGNT) and is Paragon's largest stockholder, announced that he has mailed his definitive proxy statement in connection with the Company's upcoming 2025 Annual Meeting of Stockholders and sent a letter to the Company's stockholders outlining why he believes significant change is needed in the boardroom for the Company to fulfill its potential.

The full text of the letter is set forth below:

Dear Fellow Paragon Stockholders:

I believe that stockholders would greatly benefit from significant changes to the composition of Board of Directors (the "Board") of Paragon Technologies, Inc. ("Paragon" or the "Company"). As the Company's largest stockholder and a loyal long-term investor and Board member, my interests are aligned with those of all Paragon stockholders. I believe there is significant value to be realized at Paragon. However, as the past few months have shown, I am deeply concerned that the majority of the incumbent Board has not demonstrated a commitment to acting in the best interests of stockholders and has failed to deploy an effective strategy at the Company. Unfortunately, the majority of the incumbent directors have spent the past year doing what failing boards so often do, rewriting history and burning through stockholder capital to entrench themselves.

Today, Paragon stands at a critical juncture-not because of external forces or market challenges, but because a group of entrenched directors are waging a deceptive and self-serving campaign to seize control of your company. They offer no strategy, no experience, and no track record-only distractions, distortion, and destruction.

This proxy contest is not about personalities-it's about performance, capital allocation, integrity, and the future of Paragon.

The Real Track Record - Built for Stockholders by Stockholders

During my 10-year tenure as CEO of Paragon from 2014 through August 2024, stockholders realized an 11% annualized return.

In 2017, when I assumed oversight of SI Systems, LLC ("SI Systems") and complete capital allocation of all of Paragon, stockholders realized approximately 30% annualized return through August 2024, when Weiser began his personal campaign against me and removed me as CEO.

During my time running SI Systems beginning in 2017, both SI Systems and Paragon have been radically transformed:

• SI Systems went from unprofitable and leveraged, to a debt-free, cash-generating business that earned a total of $5.7 million in profit before tax during my leadership, as compared to a total loss of $224,000 over the prior six years.

How was this capital allocated?

• The acquisition of SED International de Colombia, which has delivered enormous profits and value for stockholders.

• The purchase of $3.3 million in real estate assets, cash-flow positive from day one, and worth significantly more today than when acquired, which, if elected, we will monetize for stockholders.

• The creation of a $4 million cash and U.S. Treasury portfolio, that will begin earning significant interest income for Paragon.

All of the above was achieved starting with a single business generating around $8 million in revenue and losing money. From that single business, Paragon is now generating over $100 million in revenues and significant profitability for shareholders. Most importantly these results were achieved without raising outside capital or taking on debt, and with minimal stockholder dilution - a hallmark of prudent, shareholder-centric, and disciplined capital allocation. Best of all, our shareholders had been rewarded with significant shareholder returns until Weiser and his hand-picked directors took control. However, I am optimistic that the shared culture we have created over many years will withstand the distracting rhetoric, and I hope the Company's faithful, long-term shareholders will soon see their continued commitment and investment guided by the right leadership.

These returns reflect real value-not speculation, not promises to deliver in the future.

With the right plan and right people in place, I am confident that Paragon can deliver meaningful long-term value to our stockholders, who are truly our partners. I urge you to protect and enhance the value of your investment by voting for my director nominees - David Duquette, Hesham M. Gad, James Kaufman, Elodie Leoni, and Ronell Rivera. Together, we can again make Paragon exceptional.

PLEASE VOTE YOUR BLUE PROXY CARD TODAY.

I look forward to continuing to engage transparently and collaboratively with my fellow stockholders and urge you to support my slate of uniquely qualified director candidates to help usher in a new era of growth and success at the Company.

Further information and resources in connection with my campaign for change, accountability and a stockholder-first culture at Paragon are available at www.saratogaproxy.com/PGNT. Thank you for your consideration.

Sincerely,

Sham Gad

For inquiries, please reach out to the address below:
hmgad78@gmail.com

Saratoga Proxy Consulting LLC
John Ferguson
(212) 257-1311/(888) 368-0379
info@saratogaproxy.com

SOURCE: Sham Gad

View the original press release on ACCESS Newswire

FAQ

What is the purpose of Sham Gad's proxy statement for Paragon Technologies (PGNT)?

Gad issued the proxy statement to propose a new slate of directors and seek stockholder votes, arguing that significant board changes are needed to unlock value and restore stockholder confidence.

What was Paragon Technologies' (PGNT) performance under Sham Gad's leadership?

Under Gad's CEO tenure (2014-2024), stockholders realized an 11% annualized return, and the company grew from $8 million to over $100 million in revenues while maintaining profitability.

Who are the director nominees proposed by Sham Gad for Paragon Technologies (PGNT)?

Gad's proposed slate of directors includes David Duquette, Hesham M. Gad, James Kaufman, Elodie Leoni, and Ronell Rivera.

What percentage of Paragon Technologies (PGNT) does Sham Gad own?

Sham Gad beneficially owns approximately 28.2% of Paragon Technologies' outstanding shares, making him the company's largest stockholder.

What major achievements occurred at SI Systems under Gad's leadership at Paragon (PGNT)?

SI Systems transformed from an unprofitable, leveraged business to a debt-free operation that earned $5.7 million in profit before tax, compared to a $224,000 loss in the previous six years.