| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
Director
Resignation
On March 1,
2023, Payam Eshraghian resigned from all positions within Fortune Rise Acquisition
Corporation, a Delaware corporation (the “Company”). There was no known disagreement with Mr. Eshraghian on any matter
relating to the Company’s operations, policies or practices.
Director
Appointment
On March 3,
2023, the remaining members of the Board of Directors (the “Board”) of the Company appointed Philip Goodman as a Class
I director to fill the vacancy left from Mr. Eshraghian’s resignation. Mr. Goodman was also appointed to serve as a member of each
of the Audit and Compensation Committees.
The following
sets forth certain information concerning each Mr. Goodman’s past employment history, and his qualifications for service on the
Board.
Philip
Goodman
Philip Goodman has been an officer or director
of both public and private companies since 1973, when he became Vice President, Sales and Marketing of Digital Computer Controls (OTC).
He was a cofounder and Chairman of the Board of FastComm Communications (OTC) until 1984. He co-founded Control Transaction Corporation,
a company that was sold to GEAC; at that time GEAC was a $600 million conglomerate. Mr. Goodman served as VP of Sales and Marketing and
member of the Board of Directors.
Mr. Goodman was a co-founder of Ardent Acquisition,
an early SPAC. He was a member of the board, as well as a member of the audit committee. Ardent was a financial success with its merger
into AvantAir.
Mr. Goodman has broad experience in creating,
evaluating, restructuring and growing high technology and life science start-ups, turnarounds and established companies.
Most recently Mr. Goodman was a member of the
Board of Directors and Chief Operating Officer, on a contract basis, of Oxford Biomedical Technologies. Sales and profits at Oxford more
than doubled on his watch.
Mr. Goodman received an AA degree in the renowned
14 comps from the University of Chicago. He earned a BA from Miami University of Ohio in Anthropology, having studied Meta Linguistics.
At Miami he was honored with membership in Phi Beta Kappa. He then studied engineering at Case Institute of Technology
Mr. Goodman was appointed
as a director due to his experience with public companies.
The Company’s directors
are appointed for the remainder of the full term of the class of director to which the new directorship was added or in which the vacancy
occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation,
retirement, disqualification or removal. The Company’s officers are appointed by its Board of Directors and hold office until their
successors are duly elected and qualified by the Board or until their earlier death, resignation, retirement, disqualification, or removal
from office.
The Board recently
approved director compensation in the amount of $10,000 per month (pro-rated from the date of acceptance/appointment).
Chairman
Appointment
On
March 3, 2023, Ronald J. Pollack was appointed as Chairman of the Board.
The Board recently
approved Chairman compensation (in addition to director compensation) in the amount of $10,000 per month (pro-rated from the date of acceptance/appointment).