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Item
5.02.
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
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On
April 14, 2020, Toper Taylor provided notice of his intention to resign as a member of the
Board of Directors (the “Board”) of Edison Nation, Inc. (the “Company”), effective as of April 14, 2020
(the “Taylor Resignation”). Mr. Taylor served as the chairman of the Board’s nominating and corporate governance
committee and as a member of the Board’s audit committee and compensation committee. Mr. Taylor’s resignation was
not in connection with any known disagreement with the Company on any matter relating to the Company’s operations, policies,
or practices.
As
a result of the Taylor Resignation, on April 14, 2020, the Board appointed Mary Ann Halford to serve as a member of the Company’s
Board and to serve as the chairman of the nominating and corporate governance committee, as well as a member of the Board’s
audit committee and compensation committee.
Mary
Ann Halford
From December 2017 to the present, Mary
Ann Halford has served as a Senior Advisor with OC&C Strategy Consultants, supporting the growth and development of their
media and entertainment practice in the U.S. In addition, from May 2017 to the present, Ms. Halford has been an Executive in Residence
with Progress Partners, a media and tech financial advisory business, supporting the firm on advising clients as well as
supporting the development their recent Progress Ventures raise. From March 2012 to April 2017, Ms. Halford served initially
as a Managing Director and then a Senior Managing Director at FTI Consulting’s TMT Group where she significantly expanded
the firm's media and entertainment practice globally with a focus on broadcasters and content companies. Ms. Halford’s
clients included RTL, CME, MediaWorks, Fox, Disney, Media General, TEGNA, Cox, Raycom, Townsquare, NBC/Universal, Gray Broadcasting,
Pearl TV, as well as private equity firms investing in the industry. In addition, Ms. Halford has founded and developed two consulting
firms, BizWorks360 and Global Media Strategies, working with clients such as Viacom, Scholastic Corporation, HIT Entertainment,
National Public Media, Rainbow Media, Gaiam, The Weinstein Company, amongst others. On the operational side, Ms. Halford built
out the digital operations for ITN Networks from 2008 – 2009 and from 1997 through 2002, Ms. Halford built and developed
the platform for the Fox International Channels Group. In addition, from 2007 through 2014, Ms. Halford served on the Board of
Directors of Triton Digital. Ms. Halford received her Bachelor of Arts degree in Government and Economics from Georgetown
University and her Master’s in Business Administration from Harvard University.
The
Board has determined that Ms. Halford is an “independent director” and that Ms. Halford satisfies the independence
requirements for audit committee members under Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and in accordance
with the rules of The Nasdaq Capital Market. In addition, the Board has determined that Ms. Halford qualifies as an “audit
committee financial expert,” as defined in Item 401(h) of Regulation S-K. Ms. Halford has no family relationships with any
of the executive officers or directors of the Company. There are no arrangements or understandings between Ms. Halford and any
other person pursuant to which she was appointed as a director, nor have there been any transactions in the past two years
to which the Company or any of its subsidiaries was or is to be a party, in which Ms. Halford had or has an interest requiring
disclosure under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended.
Ms.
Halford will receive the Company’s standard non-employee director compensation package for fiscal year 2020, which for a
full year of service as a member of the Board, would include an annual retainer of $40,000 and a grant of 30,000
shares of the Company’s common stock, $0.001 par value per share. The restricted stock underlying such options will vest
one year after the grant date. The compensation actually received by Ms. Halford will be prorated for the amount of time she
serves on the Board prior to the determination of the Company’s standard non-employee director compensation package for
fiscal year 2020.