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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 Arrangements
of Certain Officers.
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In conjunction with the Registrant’s plan to revise and improve
its management disclosed in the Registrant’s annual report on Form 10-K for the fiscal year ended October 31, 2020 and in
order to provide the leadership the Registrant’s board of directors believes the Registrant requires as it enters into the
healthcare field with the proposed acquisitions of Behavioral Centers of South Florida LLC and D & D Rehab Center, Inc., the
Registrant has replaced Herman Burckhardt as its president and chief executive officer with Ms. Karen Lynn Fordham, MBA. Mr. Burckhardt,
first elected as the Registrant’s president and chief executive officer in October of 2015, will remain as a member of and
the chairman of the Registrant’s board of directors.
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Puget Technologies, Inc., current report on Commission Form 8-K, Page 2 (excluding exhibits)
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Pursuant to the terms of the Registrant’s employment agreement
with Ms. Fordham entered into on August 19, 2021, a copy of which is filed as exhibit 10.01 to this current report (the “Employment
Agreement”), Ms. Fordham will serve as the Registrant’s principal executive officer to whom all other executive officers
will be subordinate, subject to the directions of the Registrant’s board of directors. She will supervise all of the Registrant’s
affairs and be responsible for implementation of the business plans approved by the board of directors and for assuring compliance
by the Registrant and the Registrant personnel with all applicable laws. She will be subject to all duties and responsibilities
associated with the position of chief executive officer, subject to such limitations or specifications imposed by the Registrant’s
board of directors, including, serving as the Registrant’s general agent and spokesperson, subject to compliance with the
directions of its board of directors. Subject to ratification by the Registrant’s board of directors, Ms. Fordham will be
permitted to serve as a director of other public, private or governmental corporations, with or without compensation therefrom,
and is in fact, urged to do so provided that in the event of any conflicts of interest with her duties to the Registrant, her duties
to the Registrant will prevail, absent specific waiver on a case by case basis by the Registrant’s board of directors. The
term of the employment agreement is five years with automatic annual renewals thereafter unless one of the parties notifies the
other on a timely basis of its intention not to renew. It contains strict confidentiality and non-competition provisions requiring
Ms. Fordham to devote her full time to the Registrant unless otherwise permitted by the Registrant’s board of directors.
Pursuant to the terms of the Employment Agreement, Ms. Fordham will be entitled to compensation as follows:
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Ms.
Fordham
will
be
entitled
to
a
signing
bonus
of
$100,000
from
proceeds
of
the
Limited
Offering
of
the
Registrant
securities
being
effected
in
reliance
on
Commission
Rule
506(b),
payable
within
15
business
days
following
initial
closing
on
such
Limited
Offering;
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Ms.
Fordham
will
be
entitled
to
a
base
monthly
salary,
payable
in
arrears,
of
$30,000
accruing
until
initial
closing
on
the
Limited
Offering
of
the
Registrant
securities
being
effected
in
reliance
on
Commission
Rule
506(b);
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Ms.
Fordham
will
be
entitled
to
share
with
the
Registrant’s
other
senior
executives
approved
by
the
board
of
directors
in
an
annual
cash
bonus
plan
in
an
aggregate
amount
equal
to
3%
of
the
Registrant’s
net,
after
tax
profits,
payable
within
15
business
days
following
the
filing
of
the
Registrant’s
annual
report
on
Commission
Form
10-K,
based
on
the
audited
financial
disclosure
contained
therein,
to
be
allocated
among
such
officers
in
accordance
with
criteria
established
by
Ms.
Fordham
and
ratified
by
the
Board
of
Directors;
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Ms.
Fordham
will
be
entitled
to
participate
in
the
Registrant’s
qualified
incentive
equity
compensation
stock
option
plans
with
other
senior
executives
entitling
them,
in
the
aggregate,
to
options
to
acquire
designated
Registrant
securities
with
an
aggregate
market
value
on
the
grant
date
(which
will
coincide
with
the
end
of
the
Registrant’s
fiscal
year
but
will
be
determined
on
the
date
of
filing
of
the
Registrant’s
annual
report
on
Commission
Form
10-K,
based
on
the
audited
financial
disclosure
contained
therein),
equal
to
10%
percent
of
the
Registrant’s
after
tax
profits
for
the
subject
year,
to
be
allocated
among
such
officers
in
accordance
with
criteria
established
by
Ms.
Fordham
and
ratified
by
the
Board
of
Directors;
and
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Ms.
Fordham
will
be
entitled
to
expense
reimbursement,
including
reimbursement
for
the
use
of
her
personal
automobile,
or,
at
her
option
to
a
company
vehicle,
and
for
itemized
eligible
business
expenses
including
travel,
lodging
and
entertainment,
subject
to
ratification
by
the
board
of
directors.
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The foregoing information is qualified in its entirety by the information
contained in the Employment Agreement.
As of the date of this current report, Ms. Fordham does not, directly
or indirectly, own any of the Registrant’s securities, a situation which is expected to change soon. Her initial priority
will be closing on the BCSF acquisition and the Limited Offering; negotiating the definitive agreement with D & D; seeking
additional healthcare related acquisitions; and, recruiting a complete management team including a new secretary, a new treasurer
and chief financial officer, a chief compliance officer and an operational team. In addition, she will supervise the preparation
of a business plan seeking to consolidate healthcare related acquisitions in order to maximize synergy and minimize costs. Acquisitions
outside of the healthcare field will, unless an unusual opportunity arises, be given a lower priority until the 2022 fiscal year.
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Puget Technologies, Inc., current report on Commission Form 8-K, Page 3 (excluding exhibits)
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The following information is summarized from Ms. Fordham most recent
bio provided to the Registrant:
Ms. Fordham, age 46, was born and raised in Grosse Pointe, Michigan.
She earned a master’s degree in business administration and a bachelor’s degree in science with minors in business,
social work and criminal justice from Western Michigan University. She is an accomplished healthcare executive with more than 20
years of diverse experience specializing in operations, service line development, strategic planning, physician recruitment, process
improvement and financial management for large healthcare organizations. Her experience includes managing behavioral health divisions
in various large hospital settings, expertise valuable to Puget as it concentrates its emerging health care acquisition strategy
towards acquiring and developing integrated health care delivery systems that fuse behavioral and traditional primary care. Analyzing
her background disclosed below, the Registrant’s board of directors has determined that she is the ideal candidate to implement
its healthcare related acquisition strategy as well as to consolidate and supervise healthcare related operations and determined
that her management and leadership skills would work well in other areas as well.
For much of the past decade, Ms. Fordham has served in executive
roles as chief operating officer and then chief executive officer with the Detroit Medical Center (DMC) system where from 2015 to
2017 she was president and chief executive officer of Huron Valley-Sinai Hospital, a 158-bed full-service community teaching
hospital near downtown Detroit and Detroit Surgery Hospital, a behavioral health and acute care hospital, in the same market. Ms.
Fordham was also the service line leader for two of the Detroit Medical Center’s largest service lines, Orthopedics and Sports
Medicine and Imaging Services. In 2017 she founded Topside Strategies, a consulting firm working with physicians and healthcare
companies across the country. Ms. Fordham served as chief executive officer of Venice Regional Bayfront Health and Gulf Coast
Medical Group based in Venice, Florida from 2018 to 2020. Venice Regional Bayfront Health is a 313-bed facility and while
in this role, Ms. Fordham increased the operating margin by focusing on surgical growth in orthopedics, neurosurgery, and
gynecology, along with enhancing the organization’s quality scores to the highest level achievable as defined by the Leapfrog
Group. Gulf Coast Medical Group was comprised of seventy-one multidisciplinary physicians across twenty-two clinic locations. Ms. Fordham
also served as the president and chief executive officer of St. Joseph Hospital and St. Joseph Medical Group in Fort Wayne, Indiana
where she increased earnings by 40% year over year in the first quarter under her management and increased operating margin by 28%.
From 2020-2021 Ms. Fordham also served as the market chief executive officer for the East Coast Division for Wellvana Health based
out of Nashville, Tennessee. In that role she acted as the primary architect and executor of the revenue strategy for that division,
identifying and executing on new market and new product opportunities. She was also responsible for identifying and forming
strategic partnerships that would advance the company’s growth agenda and market position.
Ms. Fordham sits on the boards of Tidewell Hospice, Avidity Home
Health Care, and the Venice Chamber of Commerce, and has received many honors and awards, including inclusion in Detroit Crain’s
Business Top 40 under 40 in 2014 and the 2014 Esteemed Women of Michigan. In addition, in 2019, Ms. Fordham was recognized as a
Top 40 Business Professional by the Venice Gondolier and by SRQ Media as a Women in Business nominee.
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Puget Technologies, Inc., current report on Commission Form 8-K, Page 4 (excluding exhibits)
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