5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements
of Certain Officers.
Appointment of Secretary
September 12, 2018, the Board of Directors (the “Board”) of Surna Inc. (the “Company”) appointed Mark
E. Smiens as the Company’s Secretary. Mr. Smiens is the Company’s Chief Financial Officer and Treasurer. Biographical
information for Mr. Smiens is included in the Company’s Current Report on Form 8-K filed with the Securities and Exchange
Commission (the “SEC”) on July 10, 2018.
Appointment of New Director
September 12, 2018, the Board appointed Anthony K. McDonald as a director of the Company to fill a vacancy on the Board. Mr. McDonald
will serve as a director until the next annual meeting of shareholders and until his respective successor is duly elected and
qualified. In connection with the appointment of Mr. McDonald, the Board determined that Mr. McDonald is an “independent
director” as such term is defined in Rule 5605(a)(2) of the NASDAQ Stock Market.
were no arrangements or understandings between Mr. McDonald and the Company or any other persons to which Mr. McDonald was selected
as a director.
and other information for Mr. McDonald is set forth below.
McDonald, age 60, has been involved in building businesses in the cleantech, energy efficiency and heating, ventilation and air
conditioning (“HVAC”) industries over the past 10 years. Mr. McDonald led sales and business development as Vice-President
- Sales for Coolerado Corp., a manufacturer and marketer of innovative, energy-efficient air conditioning systems for commercial,
government, and military use. Along with Coolerado’s CEO, Mr. McDonald was instrumental in growing the business to become
an INC. 600 high-growth company award winner and assisted in raising $15 million of private funding from a cleantech investment
fund. In 2015, Coolerado was acquired by Seeley International, Australia’s largest air conditioning manufacturer and an
innovative global leader in the design and production of energy-efficient cooling and heating products, where Mr. McDonald served
as National Account Manager. Mr. McDonald is currently Vice-President - Sales and outside advisor for SunTech Drive LLC, a solar
energy equipment supplier located in Boulder, Colorado. He is also the founder and Managing Partner of Cleantechsell.com and the
author of Cleantech Sell: The Essential Guide To Selling Resource Efficient Products In The B2B Market.
to joining Coolerado, Mr. McDonald spent over ten years in the private equity industry where he was involved in numerous transactions
in the technology, manufacturing, and power development industries. As a business development officer at Private Capital Resource
Group and MidCoast Investments, national private equity acquisitions groups, and later as founder and principal of Marz Capital,
a specialty finance firm that provided financing for middle market buyouts, Mr. McDonald has identified, financed, or acquired
numerous transactions with total enterprise value in excess of $200 million.
McDonald was also a consultant to international banks with KMPG from 1994 to 1997 and served a as director for Keating Capital,
Inc., a publicly-traded business development company that made investments in pre-IPO companies. He currently serves as a mentor
for companies in the Clean Tech Open competition.
McDonald is a U.S. Army veteran and a graduate of the U.S. Military Academy at West Point, N.Y. where he earned a B.S. degree
in Engineering and Economics. He also received an M.B.A. degree from the Harvard Business School.
Appointment to Audit Committee
September 12, 2018, Mr. McDonald was appointed to serve as a member of the Audit Committee. The other members of the Audit Committee
are J. Taylor Simonton (Chairman) and Timothy J. Keating, the Company’s other independent directors.