Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers.
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Directors
Appointments
Effective
February 8, 2022, the Company appointed Mr. Kenneth Yonika and Michael Dean Smith (the “Appointments”) as members of the
board of directors of the Company (the “Board”). Each of Messrs. Smith and Yonika will serve on the Board and hold office
until the next election of directors by stockholders and until their successors are elected and qualified or until earlier resignation
or removal.
The
Board has determined that Mr. Yonika and Mr. Smith are “independent” as defined in the applicable rules of The Nasdaq Stock
Market LLC (“Nasdaq”) and the U.S. Securities and Exchange Commission (the “SEC”).
Kenneth
Yonika, 60, Director
Mr.
Yonika, has, since 2000, served as a Chief Executive Officer and President at Pacific Crest Equity
Partners, Inc.
Mr.
Yonika earned a B.B.A. from Western Connecticut State University in 1988 with a major in Accounting and a minor in Finance.
The
Board believes that Mr. Yonika’s experience in the securities industry qualifies him to serve as a member of the Board and makes
him ideally qualified to help lead the Company towards growth and success.
Family
Relationships
Mr.
Yonika does not have a family relationship with any of the current officers or directors of the Company.
Related
Party Transactions
There
are no related party transactions with regard to Mr. Yonika reportable under Item 404(a) of Regulation S-K.
Compensatory
Arrangements
In
connection with his appointment, Mr. Yonika entered into a director agreement with the Company (the “Yonika Director Agreement”).
Pursuant to the Yonika Director Agreement, Mr. Yonika will be paid $15,000 per quarter, as compensation for his services as chair of
the Company’s Audit Committee (the “Audit Committee”), and a member of the Board, Nominating and Corporate Governance
Committee (the “Nominating Committee”) and Compensation Committee (the “Compensation Committee” together with
the Audit Committee and Nominating Committee, collectively, the “Committees”).
Item
5.02 of this Current Report on Form 8-K contains only a brief description of the material terms of and does not purport to be a complete
description of the rights and obligations of the parties to the Yonika Director Agreement, and such description is qualified in its entirety
by reference to the form of Director Agreement, a copy of which is filed herewith as Exhibit 10.1.
Michael
Dean Smith, 52, Director
Mr.
Smith, has, since 2017, been Vice President of Industrial Maintenance, Inc. From 1997 to 2017, Mr. Smith served in various positions
with Payless Shoe Source.
Mr.
Smith holds a B.S. in Business Administration and Accounting from the University of Kansas, and an MBA from Washburn University.
The
Board believes that Mr. Smith’s financial services knowledge qualifies him to serve as a member of the Board.
Family
Relationships
Mr.
Smith does not have a family relationship with any of the current officers or directors of the Company.
Related
Party Transactions
There
are no related party transactions with regard to Mr. Smith reportable under Item 404(a) of Regulation S-K.
Compensatory
Arrangements
In
connection with his appointment, Mr. Smith entered into a director agreement with the Company (the “Smith Director Agreement”).
Pursuant to the Smith Director Agreement, Mr. Smith will be paid $15,000 per quarter, as compensation for his services as chair of the
Nominating Committee, and a member of the Board, Audit Committee and Compensation Committee.
Item
5.02 of this Current Report on Form 8-K contains only a brief description of the material terms of and does not purport to be a complete
description of the rights and obligations of the parties to the Smith Director Agreement, and such description is qualified in its entirety
by reference to the form of Director Agreement, a copy of which is filed herewith as Exhibit 10.1.
Chief
Financial Officer Succession
On
February 8, 2022, the Company appointed John Garrison, 70, as its Chief Financial Officer. In this role, Mr. Garrison will assume principal
financial officer and principal accounting officer responsibilities. At that time, Mr. Chares A. Ross, the Company’s current Chief
Financial Officer, and Mr. Doug Grau, the Company’s principal accounting officer, ceased serving in these roles.
Mr.
Garrison brings more than 40 years of experience in the financial services industry, most recently as the
owner of a business consulting firm. Mr. Garrison holds B.S. in business and accounting from Kansas State University.
The
Company and Mr. Garrison have agreed that in connection with Mr. Garrison’s appointment as Chief Financial Officer for a two-year
term, Mr. Garrison will receive an annual salary of $90,000 and will be eligible to participate in the Company’s 2021 Long-Term
Equity Incentive Plan.
There
are no family relationships between Mr. Garrison and any executive officer or director of the Company, there are no understandings or
arrangements between Mr. Garrison and any other person pursuant to which Mr. Garrison was appointed as Chief Financial Officer, and Mr.
Garrison has no transactions reportable under Item 404(a) of Regulation S-K.