ITEM
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Appointment
of Michael Berg
On
August 17, 2018, the Board of Directors (the “
Board
”) of Marathon Patent Group, Inc., a Nevada corporation
(the “
Company
”), appointed Michael Berg as a member of the Board and appointed him to serve as the Chairman
of the Audit Committee, to replace the current Chairman, Fred Thiel, and as a member of the Compensation Committee and the Nominating
and Corporate Governance Committee. Mr. Berg’s biography is set forth below.
Mr.
Berg has been a practicing accountant for over 30 years. Since May of 2011, he has served on the Board of
Directors of Sol Array, a high technology company based in China, which develops next generation solar cells, and serves as
an advisor to several small public companies. From September of 1977 until June of 1985, he was an audit
manager for Coopers & Lybrand (now PWC) in San Francisco and in January 2008, co-founded and served as the West
Coast PIC of PMB Helin Donovan, a 100+ person CPA firm. From September 1988 until December 2000, Mr.
Berg served as the Chief Financial Officer of a public real estate company and a high tech manufacturer and a research and
development company . He has established several independent companies including EXIS in January 1992, which sold
and installed a proprietary software product which he helped develop for distributed general ledgers systems. Most recently,
in January 2014, he formed the Registry of Accredited Investors that provides services to investors and
companies in Reg D offerings. His industry experience ranges from finance and distribution to high tech, pharma, real estate
and construction. Mr. Berg has worked extensively with public companies and has participated in many public offerings in
national markets. From January 1989 until October 1996, he was the President of the Board of Directors of The
Names Project and formed a not-for-profit called the Permanent Display aimed at creating a San Francisco landmark for the
AIDs Quilt. In March 2005, Mr. Berg also helped found Welcome, a 501C(3) that provides homeless outreach in the
Upper Polk Street area of San Francisco. Mr. Berg attended San Francisco State University, where he received his B.A. in
Accounting, and is a licensed CrFA, CFF and CPA in the States of California and New York. Mr. Berg has no family relationship
with any other officer or director. The Board believes that Mr. Berg meets the definition of an
“Independent Director” as defined by NASDAQ and has the financial sophistication to be the Chair of the Audit
Committee.
Appointment
of Michael Rudolph
On
August 17, 2018, the Board appointed S. Michael Rudolph as a member of the Board and appointed him to serve as the Chairman of
the Nominating and Corporate Governance Committee and as a member of the Compensation Committee and the Audit Committee. Mr. Rudolph’s
biography is set forth below.
Since
July 1995, Mr. Rudolph has served as the President and Chief Executive Officer of The Edgehill Group, a consulting firm which
provides financial management, operational expertise, strategic and tactical advice, project management and change management
guidance. In connection therewith, he served as a contract Chief Financial Officer of ConsejoSano, Inc., a Hispanic telehealth
provider, from May 2016 to July 2017; as the Chief Financial Officer of Fullbottle Group, Inc., an online advertising agency,
from April 2014 to May 2017; as a contract Chief Financial Officer and Chief Administrator Officer of Calaborate Inc., a mobile
app developer, from October 2013 to April 2014; and as interim Chief Financial Officer and Chief Administrative
Officer of a software subsidiary company, Videro LLC and Videro, Inc from July 2011 to September 2015. In
addition, Mr. Rudolph provided interim management as CEO and CFO for several online businesses and firms. From January 2001 until
March 2016, Mr. Rudolph co-founded and served as Chief Financial Officer and Managing Member of Viking Asset Management, LLC,
an SEC registered investment adviser (“
RIA
”) where he was responsible for finance, operations, treasury, audit,
tax, legal, compliance and investor relations for the funds and the RIA and had direct management responsibility for 17 full time
employees. From November 1989 to June 1995, Mr. Rudolph was the managing director at Charles Schwab & Co., Inc., in San Francisco,
California, during which he managed non-trading functions for the Institutional Brokerage Division including sales/marketing,
operations, compliance, financial planning/reporting and research and managed 10 full time employees and a $4.5 million budget.
Mr. Rudolph attended Washington University in St. Louis, MO, where he received his M.B.A. in Finance/Marketing. He received his
B.S. in Biochemistry from Purdue University in West Lafayette, IN, and was a licensed FINRA registered investment advisor
from April 2001 to March 2011. Mr. Rudolph has no family relationship with any other officer or director. The Board believes
that Mr. Rudolph meets the definition of an “Independent Director” as defined by NASDAQ.
Appointment
of Fred Thiel as Chairman of the Compensation Committee
On
August 17, 2018, the Board appointed Mr. Thiel as the Chairman of the Compensation Committee of the Company and remains as a member
of the Audit Committee and the Nominating and Corporate Governance Committee. The Board believes that Mr. Thiel continues to meet
the definition of an “Independent Director” as defined by NASDAQ.