Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On November 21, 2018, AgEagle Aerial Systems Inc. (the "Company"), received
notification from Mr. Scott Burell that effective immediately he was resigning
as a director of the Company. Mr. Burell was Chair of the Audit Committee, and
also served on the Compensation Committee and the Nominating and Corporate
Governance Committee. Mr. Burell's resignation was not due to a disagreement
with the Company on any matter relating to the Company's operations, policies or
On November 27, 2018, the Company appointed Luisa Ingargiola as an independent
director to serve on the Company's board of directors (the "Board"). Ms.
Ingargiola's appointment fills the vacancy on the Board due to Mr. Burrell's
departure. Ms. Ingargiola will serve as Chair of the Audit Committee, and will
also serve on the Compensation Committee and the Nominating and Corporate
In 1990, Ms. Ingargiola joined Boston Capital Partners as an Investment Advisor
in their Limited Partnership Division. In this capacity, she worked with
investors and partners to report investment results, file tax forms, and
recommend investments. In 1992, Ms. Ingargiola joined MetLife Insurance Company
as a Budget and Expense Manager. In this capacity she managed a $30 million
annual budget. Her responsibilities included budget implementation, expense and
variance analysis and financial reporting. From 2007 through 2016, Ms.
Ingargiola served as the Chief Financial Officer at MagneGas Corporation
(Nasdaq: MNGA) and continues to serve as a director. Ms. Ingargiola currently
serves as C.F.O. of Avalon-Globocare (NASDAQ:AVCO) and ass the Audit Committee
Chair of FTE Networks, Inc. (NYSE:FTNW) and Electra Meccanica (NASDAQ:SOLO)
where she has helped manage over $200 Million in equity and debt financing. Ms.
Ingargiola also serves as a Director of The JBF Foundation Worldwide, a
501(c)(3) non-profit. Ms. Ingargiola graduated in 1989 from Boston University
with a Bachelor's degree in Business Administration and a concentration in
Finance. In 1996, she received her MBA in Health Administration from the
University of South Florida.
Ms. Ingargiola does not have any family relationships with any of the Company's
directors or executive officers, or any person nominated or chosen by the
Company to become a director or executive officer. Ms. Ingargiola is not a party
to any transactions listed in Item 404(a) of Regulation S-K.
As compensation for services as an independent director, Ms. Ingargiola shall
· An initial grant of 41,250 stock options at an exercise price of $.77 per share
(the "Initial Grant"). The Initial Grant is exercisable for a period of five
years and vests in equal quarterly installments over a one year period from the
date of grant.
· A quarterly grant of 16,500 with an exercise price at the current market price
of the Company's common stock at the time of issuance (the "Quarterly
Options"). The Quarterly Options are exercisable for a period of five years
from the date of grant and vest in equal quarterly installments over a period
of two years from the date of grant.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Director Offer letter, dated November 23, 2018
© Edgar Online, source Glimpses