Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The Company has made several changes at both the officer and director
levels as part of a strategic shift in operating responsibilities and a focus on enhanced corporate governance.
Board Appointments and Resignations
Effective as of October 3, 2019, Bryan Huber resigned as a director
of the Company to allow independent directors to join the Board. Mr. Huber remains an officer of the Company.
On October 4, 2019, S. Matthew Schultz, a current director, was
appointed as Chairman of the Board. Larry McNeil, the former Chairman of the Board, remains on the board as an independent director
On October 7, 2019, two individuals were appointed as independent
members of the Board: Dr. Thomas L. Wood and Roger P. Beynon. As a result of these board changes, there are five (5) directors
with three (3) independents which now gives the Company a majority independent Board.
Mr. Roger P. Beynon 74, is an experienced CPA
and owner of Beynon & Associates, a public accounting firm that has been in operation for over 34 years. Mr. Beynon has provided
accounting and tax services to businesses since 1984. Mr. Beynon is a Certified Public Accountant (CPA) and Certified Fraud Examiner
(CFE) and is a past president of the Utah Association of CPA's. Mr. Beynon is currently the chairman of the board of directors
of Transwest Credit Union. Mr. Beynon is a graduate from Weber State College in 1972 with a bachelor degree in accounting and
a minor in banking and finance. Mr. Beynon will serve as a member of the Board until his successor is elected and qualified,
or until his earlier death, resignation, or removal.
There are no arrangements or understandings between Mr. Beynon and
any other person pursuant to which Mr. Beynon was appointed as a director of the Company. Mr. Beynon is not a participant in, nor
is he to be a participant in, any related-person transaction or proposed related-person transaction required to be disclosed by
Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended. There are no plans, contracts or arrangements
or amendments to any plans, contracts or arrangements entered into with Mr. Beynon, or any grants or awards made to Mr. Beynon,
in connection with his election to the Board.
Dr. Thomas L. Wood, 54, has over 33 years of highly
successful experience in positions of increasing responsibility in planning and operations, policy development/implementation,
construction management, defense acquisition, budgeting and programming, and managing large projects and programs. Dr. Wood previously
served in the U.S. Navy rising to the role of Deputy Operations for the Navy’s Pacific Engineering Command in which he was
responsible for ensuring the successful execution through nine field offices of nearly $1 billion annually in construction and
services contracts. After leaving the U.S. Navy, Dr. Wood served as a Subject Matter Expert (SME) supporting the U.S. Pacific Command
(USPACOM) Joint Interagency Coordination Group (JIACG) as a Sr. Military Analyst and continued as a civil servant in senior roles
thereafter. Dr. Wood graduated from Union College with a bachelor’s degree in Civil Engineering and master’s degree
in Civil Engineering from University of Maryland, College Park. Dr. Wood then obtained a Doctor of Business Administration degree
from Argosy University, Honolulu.. Dr. Wood will serve as a member of the Board until his successor is elected and qualified, or
until his earlier death, resignation, or removal.
There are no arrangements or understandings between Dr. Wood and
any other person pursuant to which Dr. Wood was appointed as a director of the Company. Dr. Wood is not a participant in, nor is
he to be a participant in, any related-person transaction or proposed related-person transaction required to be disclosed by Item
404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended. There are no plans, contracts or arrangements or
amendments to any plans, contracts or arrangements entered into with Dr. Wood, or any grants or awards made to Dr. Wood, in connection
with his election to the Board.
Officer Appointments and Resignations
On October 4, 2019, S. Matthew Schultz resigned as Chief Executive
Officer (CEO) of the Company. Mr. Schultz will continue to serve as Chairman of the Board as described above. Concurrently, Current
President and Chief Financial Officer (CFO), Zachary K. Bradford, was appointed CEO in Mr. Schultz’s place. Mr. Bradford
resigned from his position as CFO and retained his roles as President and a director of the Company.
In connection with his appointment to the role of CEO, Mr.
Bradford and the Company entered into an Employment Agreement, a copy of which is attached as Exhibit 10.1 hereto.
Mr. Bradford’s Employment Agreement provides for a
base salary of $335,000 per year and he is eligible to receive a discretionary annual bonus equal to a minimum of 0.5% of
On October 7, 2019, the Board appointed Ms. Lori Love, CPA as CFO
in place of Mr. Bradford.
Ms. Lori Love, CPA, 34, is an experienced finance
professional serving in roles in accounting, finance and risk management. Since July 2015, Ms. Love served as CFO of P2K Lab, a
design, technology, and marketing agency based in Las Vegas, Nevada. Prior to 2015, Ms. Love served in the role of Senior Vice
President of Finance at Provident Trust Group for over two years and as Vice President of Finance and Operations at WorldDoc, Inc.
where she also served as a director. Ms. Love obtained her Bachelor of Business Administration (BBA) in Accounting from University
of Nevada, Las Vegas and carries the CPA designation.
Ms. Love’s employment offer letter provides for a base salary
of $200,000 per year. Within 6 weeks of the date of employment the Company has agreed that under the direction of the board of
directors and/or the compensation committee it will establish a bonus compensation structure that will be mutually agreeable but
such bonus will be no less than 20% of Ms. Love’s base compensation. Ms. Love was granted 250,000 options under the Company’s
2017 Equity Incentive Plan that vest in equal monthly installments over 36 months starting September 30, 2019.
A copy of Ms. Love’s employment offer letter is attached hereto
as Exhibit 10.2.
There are no arrangements or understandings between Ms. Love and
any other person pursuant to which Ms. Love was appointed as a director of the Company. Ms. Love is not a participant in, nor is
she to be a participant in, any related-person transaction or proposed related-person transaction required to be disclosed by Item
404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
Lastly, on October 7, 2019, Bryan Huber, current Chief
Operating Officer (COO) of the Company, was appointed Chief Innovation Officer (CIO), and Mr. Anthony Vastola, current Chief
Strategy Officer (CSO), was appointed as COO.