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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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Effective
May 11, 2020, our Board of Directors appointed David Seeberger to serve as our new Chief Executive Officer and President. Mr.
Seeberger will continue to serve as our General Counsel and as a member of our Board of Directors. Also on May 11, 2020, our Board
of Directors appointed our outgoing CEO, Michael Welch, to serve as our Chief Operating Officer. Mr. Welch will continue to serve
as a Director and as Chairman of our Board of Directors. Finally, our former Chief Operating Officer and former Director, Charles
Smith, has been re-appointed by our Board of Directors to serve as an additional member of the Board. Mr. Smith also serves as
Chief Executive Officer of one of our operating subsidiaries, Rocky Mountain Productions, Inc. As disclosed in our Current Report
on Form 8-K filed May 8, 2020, Rocky Mountain Productions, Inc. has acquired and will operate our commercial bottling operation
in Plano, Texas.
Michael Welch,
our newly-appointed Chief Operating Officer, joined the Company in January 2016 as Chief Financial Officer. He was appointed President
and Chief Executive Officer in February 2016. In September 2017 Mr. Welch was appointed Chairman of the Board of Directors. Concurrently
with his service as our new Chief Operating Officer, Mr. Welch will continue to serve as a Director and as Chairman of the Board.
Mr. Welch brings
more than thirty years of executive and financial management experience to the Rocky Mountain High Brands team. Prior to joining
RMHB, Mr. Welch served as CFO Managing Partner for Aventine Hill Partners, a professional services firm from July 2014 to December
2015. Mr. Welch served as Chief Financial Officer and Consultant for multiple small cap companies in Dallas, Texas from June 2011
to June 2014. Mr. Welch was the Chief Financial Officer and one of the founders of Stephan Pyles Concepts, a Dallas-based, privately-held
restaurant holding company from February 2005 to May 2011.
In the late
90’s, Mr. Welch was part of the founders group of Resources Global Professionals (RGP), a publicly-traded, international
consulting firm that was initially owned by Deloitte. Prior to his involvement with RGP, for more than ten years Mr. Welch was
employed by Landmark Land Company, a publicly traded multi-state real estate developer and operator of golf and tennis resorts
and hotels, commercial and residential real estate, life insurance, mortgage and savings and loans. His positions included Chief
Operating Officer, Vice President of Management Systems, and Controller. Mr. Welch also served as Chief Financial Officer of Oak
Tree Savings Bank, a subsidiary of Landmark Land Company and a statewide savings and loan based in New Orleans, LA.
Mr. Welch is
an alumnus of the audit staff at Deloitte and joined the firm immediately after earning a Bachelor of Business Administration
from the University of Oklahoma. Mr. Welch is a Louisiana CPA (inactive status) and has recently completed a term on a not-for-profit
board. Mr. Welch currently serves on an Advisory Board for a privately held services company with which he directed a management-led
buyout from the founder of the company. Mr. Welch serves on the Board of Directors of the U.S. Hemp Roundtable.
David Seeberger,
our newly-appointed Chief Executive Officer and President, joined the Company in March 2016 as Vice President, Legal. In September
2017 Mr. Seeberger was appointed to the Board of Directors. Concurrently with his service as our new CEO, Mr. Seeberger will continue
to serve as a Director and as our General Counsel.
Mr. Seeberger
received his B.A. from Grinnell College in Grinnell, Iowa and earned his J.D. from the University of Toledo - College of Law in
Toledo, Ohio. Mr. Seeberger is admitted to practice before the Supreme Court of Texas and the United States District Courts for
the Northern and Eastern Districts of Texas. He has also practiced in other State and Federal Courts on a pro hoc vice basis.
Mr. Seeberger’s
legal experience spans in excess of thirty years of professional practice within the Dallas, Texas area. Mr. Seeberger has been
a partner in various small law firms throughout his legal career. For the past decade, Mr. Seeberger has been in private practice,
and maintains membership in the State Bar of Texas and the Dallas Bar Association.
Mr. Seeberger’s
career has included all areas of corporate and small business - due diligence, corporate and business litigation as well as the
areas associated therewith, including general legal counsel for corporate, real estate and commercial bankruptcy proceedings and
corporate turnaround efforts. Mr. Seeberger is an AV Preeminent rated attorney resulting from the AV Preeminent-Peer Review Rating
as conducted by Martindale-Hubbell. Mr. Seeberger has been engaged, contracted with, or employed by RMHB since 2012.
Charles (Chuck)
Smith, our newly-appointed Director, previously served as a Director and our Chief Operating Officer from February of 2016
until January 23, 2020. Mr. Smith has also served as President of one of our operating subsidiaries, Eagle Spirit Land & Water
Company. Concurrently with his service as a Director, Mr. Smith will continue to serve as CEO of our subsidiary Rocky Mountain
Productions, Inc.. Rocky Mountain Productions has recently acquired and will operate our commercial bottling operation in Plano,
Texas.
Mr. Smith has
served in several key strategic roles entailing a wide-range of corporate governance. During the time period from 2007 to 2014,
Mr. Smith served as a Managing Partner and Managing Member of San Carlos Associates, a multi-million-dollar investment entity
located in Dallas, Texas. In addition, until the properties sold in 2011, Mr. Smith served as a former Managing Partner and Managing
member to several investment partnerships in Midland and El Paso, Texas, with indicated values that exceed $30 million. These
properties included Cornerstone Village and Villa De Madison. Similarly, Mr. Smith currently retains a partnership interest and
maintains a consulting relationship at Sawyers Mill in Arlington, Texas – an entity that he has maintained a relationship
with since the early 1990’s. Mr. Smith graduated with honors from University of Texas at Dallas with a Bachelor's Degree
in Economics and Finance. He has been an active participant in real estate investment opportunities for almost 35 years.