Appointment of Director
On June 9, 2022, upon recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed June Bray to serve as a Class III director of the Company, effective immediately, to fill the vacant directorship, until her successor is elected and qualified, or sooner in the event of her death, resignation or removal. Ms. Bray joins the class of directors whose term expires at the Company’s 2025 annual stockholders’ meeting.
Ms. Bray is entitled to receive compensation in accordance with the Company’s Outside Director Compensation Policy as currently in effect (the “Policy”).
In accordance with the Policy, Ms. Bray is entitled to receive a $38,000 annual retainer for service as a Board member.
On the effective date of her appointment, Ms. Bray was granted an initial stock option award under the Company’s 2019 Equity Incentive Plan covering 54,000 shares of the Company’s common stock pursuant to the Policy, delivered in the form of a nonstatutory stock option. The exercise price of the options will equal $3.20, the closing sales price of the Company’s common stock on the date of grant, and the options will vest in equal annual installments over the three-year period following the date of grant, subject to the director’s continued service as a director through each such vesting date.
The Company has entered into the Company’s standard form of indemnification agreement with Ms. Bray. The indemnification agreement provides, among other things, that the Company will indemnify Ms. Bray for certain expenses which she may be required to pay in connection with certain claims to which she may be made a party by reason of her position as a director of the Company, and otherwise to the fullest extent permitted by law. The form of indemnification agreement was previously filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (No. 333-230853), as amended, as originally filed on April 12, 2019, and is incorporated herein by reference.
There are no arrangements or understandings between Ms. Bray and any other persons pursuant to which she was selected as a member of the Board. There are no family relationships between Ms. Bray and any director, executive officer, or any person nominated or chosen by the Company to become a director. Ms. Bray is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
Designation of Principal Financial Officer
On June 9, 2022, the Company designated Ted Monohon, the Company’s Chief Accounting Officer and Vice President of Finance, as the principal financial officer, to fill the vacancy resulting from Mr. Lowe’s resignation from the Company. Mr. Monohon will serve as the principal financial officer in addition to his role as a principal accounting officer.
Mr. Monohon, 56, has served as the Company’s Chief Accounting Officer and principal accounting officer since February 2021 and as the Vice President of Finance since May 2019. Prior to joining the Company, Mr. Monohon was a Consultant at SOA Projects, Inc. from December 2018 to April 2019, and he served as Head of Accounting and Finance at X10 Capital Management, LLC from March 2017 to December 2018. Mr. Monohon has more than 20 years of financial experience spanning roles at private equity, publicly and privately held companies and major banks. Mr. Monohon’s expertise includes key finance functions including financial planning and forecasting, treasury and cash management, and accounting and tax functions. During his career, Mr. Monohon has completed multiple initial public offerings as well as venture capital and private placement financings. He began his career with Deloitte as a senior staff auditor. Mr. Monohon obtained his bachelor’s degree in Accounting from the Rochester Institute of Technology.