Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective as of October 18, 2021 (the "Effective Date"), Brent Hinds was
appointed as Vice President and Controller of ClearSign Technologies Corporation
(the "Company"). As of the Effective Date, Mr. Hinds will also serve as the
Company's Treasurer, principal financial officer, and principal accounting
officer.
Mr. Hinds, age 43, previously served as Vice President of Finance at Enovation
Controls, Inc., ("Enovation Controls"), from January 2020 to October 2021.
Enovation Controls is a stand-alone subsidiary of Helios Technologies (NASDAQ:
HLIO), focused on global sales, manufacturing, and application engineering
operations, working directly with original equipment manufacturers. In his
capacity as Vice President of Finance, Mr. Hinds was responsible for overseeing
accounting and finance department activities to ensure accuracy and timely
dissemination of reports, including income statement, balance sheet, and cash
flow. During his tenure at Enovation Controls, Mr. Hinds also served as
Controller from January 2017 to January 2020, and as Assistant Controller from
January 2014 to January 2017. Prior to joining Enovation Controls, Mr. Hinds
worked for Stinnett & Associates, LLC, a professional advisory firm for public
and private companies, where he established risk-based audit programs to
determine adequacy and effectiveness of internal control environment and devised
audit reports for executive management and audit committees. Additionally, Mr.
Hinds served as a compliance analyst at Baker Hughes Company. Mr. Hinds earned
his Bachelor of Science in Accounting from Oklahoma State University and is a
certified public accountant.
There were no arrangements or understandings between Mr. Hinds and any other
person pursuant to which Mr. Hinds was selected as an officer. Mr. Hinds does
not have any family relationships subject to disclosure under Item 401(d) of
Regulation S-K or any direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment, Mr. Hinds received an offer letter from the
Company, dated as of September 30, 2021 and effective as of the Effective Date
(the "Offer Letter"), setting forth the terms of Mr. Hinds' employment and
compensation arrangement, which he accepted. Pursuant to the Offer Letter, Mr.
Hinds will be paid an annual base salary of $200,000 in addition to equity
compensation and other benefits set forth in the Offer Letter, including the
grant of incentive stock options to purchase up to 100,000 shares of common
stock of the Company (the "Option Shares") to be granted under the Company's
2021 Equity Incentive Plan with a per share exercise price equal to the closing
price of the common stock on the Effective Date for a term of ten years as of
the Effective Date, and subject to the following vesting schedule: (i) one-third
of the Option Shares are vested as of the Effective Date; (ii) one-third of the
Option Shares will vest on the first anniversary of the Effective Date; and
(iii) the remaining one-third of the Option Shares will vest on the second
anniversary of the Effective Date. Mr. Hinds will also be eligible to
participate in such healthcare and other benefit programs made available to
employees of the Company. His employment has no specified term and will be on an
at-will basis. The Company intends to enter into a standard form of
indemnification agreement with Mr. Hinds, in the form that is filed as Exhibit
10.18 to the Company's Registration Statement on Form S-1 (File No. 333-177946),
filed with the Securities and Exchange Commission March 9, 2012.
The foregoing description of the Offer Letter does not purport to be a complete
description of the rights and obligations of the parties thereunder and is
qualified in its entirety by reference to the Offer Letter, which will be
included as an exhibit to a subsequent periodic report filed with the Securities
and Exchange Commission.
In connection with the appointment of Mr. Hinds, Colin James Deller resigned
from his position as the Company's Interim Chief Financial Officer (and
principal financial and accounting officer) and Interim Treasurer as of the
Effective Date. Mr. Deller will continue to serve as Chief Executive Officer,
Interim Secretary, and a director of the Company.
Item 7.01 Regulation FD Disclosure.
On October 18, 2021, the Company issued a press release announcing the
appointment of Mr. Hinds, a copy of which is furnished herewith as Exhibit 99.1.
In accordance with General Instruction B.2. of Form 8-K, the information in this
Item 7.01 and in the press release shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section, nor shall such
information be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits.
Exhibit
No. Description
99.1 Press Release titled "ClearSign Technologies Corporation Announces
Hiring of Brent Hinds as VP of Finance" dated October 18, 2021.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the inline XBRL document).
© Edgar Online, source Glimpses