Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Appointment of Executive Officers

Our board of directors has appointed Brian T. Mihelich our Chief Financial Officer and Kevin M. Sherlock our General Counsel and Secretary effective January 2, 2020. Our former Chief Financial Officer, Kendall W. Carpenter, will remain with our company and retain responsibility for the financial matters relating to our Drone Aviation business operations. Biographical information regarding Messrs. Mihelich and Sherlock is set forth below:

Prior to assuming the role of our Chief Financial Officer, Mr. Mihelich, age 52, was, since September 2019, the chief financial officer of our ComSovereign Corp. subsidiary, which we acquired in December 2019. Prior to joining ComSovereign Corp., Mr. Mihelich was from July 2015 to February 2019 Vice President - Managed Services at Ericsson. From 2014 to July 2015, Mr. Mihelich was Head of Operations of the Vodafone account at Ericsson. We believe Mr. Mihelich has significant experience in the telecom sector where he has had senior management responsibilities for numerous business relationships, including with AT&T, Sprint, Vodafone, Napster, Google and Facebook. He has managed operations with sales of up to $750 million and up to 600 direct and indirect employee reports. Mr. Mihelich served with distinction in the U.S. Air Force, and has also worked for the U.S. Securities and Exchange Commission. Mr. Mihelich earned a B.S. in Business Administration from Northern Michigan University, and an MBA from the University of Texas.

Prior to joining our company on January 2, 2020, Mr. Sherlock, age 58, was a partner in the law firm of Heurlin & Sherlock, PC, in Tucson, Arizona, which he co-founded in 2008 and where he focused primarily on business litigation, securities arbitration, and security clearance matters. While in the private practice of law, Mr. Sherlock also gained considerable experience in corporate structures and mergers and acquisition work. Mr. Sherlock is licensed to practice law in Washington D.C., Florida and Arizona. Mr. Sherlock earned a Bachelor of Science degree in Multinational Business Operations from Florida State University and a Juris Doctorate from Georgetown University Law Center.

There are no arrangements or understandings between Mr. Mihelich or Mr. Sherlock and any other person or persons pursuant to which Mr. Mihelich or Mr. Sherlock was appointed as an officer of our company. With respect to Mr. Mihelich and Mr. Sherlock, there have been no events of the type listed under Item 401(f) of Regulation S-K promulgated by the Securities Exchange Commission that occurred during the past ten years. In addition, there are no current or proposed transactions in which Mr. Mihelich or Mr. Sherlock, or any member of the immediate family of either of Mr. Mihelich or Mr. Sherlock, has an interest that is required to be disclosed under Item 404(a) of Regulation S-K promulgated by the Securities Exchange Commission.

Compensatory Arrangements of Certain Officers

On December 2, 2019, we entered into a five-year employment agreement with Brian T. Mihelich, our Chief Financial Officer, to employ Mr. Mihelich in such capacity commencing on January 2, 2020, and on January 2, 2020, we entered into a three-year employment agreement with Kevin M. Sherlock, our General Counsel and Secretary. Unless earlier terminated, at the end of the initial term, each agreement automatically renews for additional one-year terms until cancelled.

The following is a summary of the compensation arrangements set forth in each employment agreement described above:





                                           Annual Base
Executive                   Title             Salary              Annual Targeted Bonus
                                                                   As determined by the
                       Chief Financial                        Compensation Committee of the
Brian T. Mihelich      Officer            $      150,000            Board of Directors
                                                                   As determined by the
                       General Counsel                        Compensation Committee of the
Kevin M. Sherlock      and Secretary      $      150,000            Board of Directors




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As an incentive to commence employment with us, pursuant to such agreements, we issued to each of Messrs. Mihelich and Sherlock a restricted stock award of 200,000 shares of common stock, which shares shall vest annually in arrears in two equal installments on the first and second anniversaries of employment. In addition, each executive is also eligible to receive an employee incentive stock option grant each year during the initial term, as determined by the compensation committee of our board of directors, with a strike price equal to that of the other corporate officers and directors under that current year's approved option grants. The executives shall have no rights to any portions of any option grant until the vesting of said grant, which shall be on vesting terms as the as the options granted to our other officers and directors.

Under each of these employment agreements, the executive will be entitled to severance in the event we terminates his employment without Cause (as defined in the employment agreement), he resigns from his employment for Good Reason (as defined in the employment agreement), or he is terminated as a result of death or a disability. The severance amount for each executive would be (i) his pro rata base salary through the date of termination, (ii) a severance amount equal to 6 month's salary if such termination is done within the first year and (iii) a severance amount equal to 12 month's salary if such termination occurs thereafter.

In connection with the execution of his employment agreement, each executive also executed our standard employee agreements containing customary confidentiality restrictions and work-product provisions, as well as customary non-competition covenants and non-solicitation covenants with respect to our employees, consultants and customers.

The foregoing summary of the employment agreements of Messrs. Mihelich and Sherlock is qualified in its entirety by the copy of such agreements filed as Exhibit 10.1 and Exhibit 10.2 hereto and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On January 8, 2020, we issued a press release announcing the appointment of Messrs. Mihelich and Sherlock as executive officers of our company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, the information in this Item 7.01 and Exhibit 99.1: (i) will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.1) and (ii) is not to be incorporated by reference into any of our filings.




Item 9.01    Financial Statements and Exhibits.



(d)    Exhibits.

The following exhibits are furnished herewith:





Exhibit No.   Description

   10.1         Employment Agreement dated as of December 2, 2019 between Brian T.
              Mihelich and ComSovereign Holding Corp.

   10.2         Employment Agreement dated as of January 2, 2020 between Kevin M.
              Sherlock and ComSovereign Holding Corp.

   99.1         Press Release of the Registrant, dated January 8, 2020.




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