Item 1.01 Entry into a Material Definitive Agreement
On December 23, 2021, the Company entered into an employment agreement with Paul
L. Kessler. The agreement has a term of two years with renewal terms of one
year. Mr. Kessler's base salary is $250,000 annually, subject to adjustments and
bonuses. A copy of the employment agreement is attached as Exhibit 10.1. Also,
on December 23, 2021, the board of directors of the Company approved a one-time
non-accountable expense reimbursement in the amount of $250,000 for Bristol
Capital, LLC, a company controlled by Mr. Kessler, in exchange for services
provided to the Company by Mr. Kessler.
On December 23, 2021, the Company entered into an amended employment agreement
with Scott D. Kaufman. The agreement has a term of two years with renewal terms
of one year. Mr. Kaufman's base salary is $250,000 annually, subject to
adjustments and bonuses. A copy of the amended employment agreement is attached
as Exhibit 10.2. Also, on December 23, 2021, the board of directors of the
Company approved a one-time non-accountable expense reimbursement in the amount
of $250,000 for Mr. Kaufman for services provided to the Company.
On December 23, 2021, the Company entered into an employment agreement with
Scott A. Sheikh. The agreement has a term of two years with renewal terms of one
year. Beginning January 1, 2022, Mr. Sheikh's base salary is $200,000 annually,
subject to adjustments and bonuses. A copy of the agreement is attached as
Exhibit 10.3.
On December 23, 2021, the Company entered into an employment agreement with Alan
Urban. The agreement has a term of two years with renewal terms of one year.
Beginning January 1, 2022, Mr. Urban's base salary is $200,000 annually, subject
to adjustments and bonuses. A copy of the agreement is attached as Exhibit 10.4.
The summaries of the agreements set forth above are qualified by reference to
the complete agreements attached as exhibits.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective December 23, 2021, Greg Suess resigned his position as a member of the
Board and on the same day Richard Boyce was appointed to serve as a member of
the Board, filling the vacancy created by the resignation of Mr. Suess.
Mr. Richard Boyce is a 40-year experienced geophysicist who is recognized
worldwide for his expertise in geology, geophysics and petroleum engineering.
Mr. Boyce has developed considerable expertise in all aspects of contract
negotiations; business development, project finance, government and partner
relations that have resulted in successful projects located both in U.S. and
International venues.
Currently and since 2002, Mr. Boyce has been the managing member of dB, LLC
Petroleum Advisors www.dbgeo.com, an oil and gas consultancy. dB, LLC is an
active petroleum advisory with a broad client base of mostly small oil companies
who typically utilize dB as a turnkey exploration and development department. He
is also founding director of JHI Associates, Inc. www.jhiassociates.com where he
serves on the Board of Directors and in management as Executive Vice President
and Chief Geoscience officer. JHI currently holds a 17.5% interest in the deep
water Canje block located offshore Guyana in partnership with project Operator
Esso Guyana (Exxon) and the French Supermajor Total. Since Exxon's announcement
of the Liza #1 discovery in 2015, the deepwater Guyana Basin is now recognized
as the premier deepwater exploration province in the world. In December 2019,
Exxon announced discovery of over 8 billion barrels of recoverable oil in the
Stabroek Block (adjacent to Canje) and has commenced production from the first
FPSO installed only five years after the discovery.
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Mr. Boyce also serves on the board of Hillair Oil and Gas, Inc. an independent
oil company currently re-developing the Bayou Couba field in South Louisiana. In
addition to his contributions on the board of directors, Dick takes a hands-on
approach in the quality control and selection of drilling locations, utilizing
his geological and geophysical expertise in the interpretation of 3D seismic.
Mr. Boyce began his career as a geophysicist for The Superior Oil Company with
early training at their Geoscience Laboratory in Houston, Texas. In l980, Mr.
Boyce transferred to Midland, Texas to continue working for Superior Oil Company
until 1983. During his ten-year career in the Permian Basin, Mr. Boyce also
worked for both Conquest Exploration Inc. and Hunt Oil Company. In 1991, Mr.
Boyce transferred to Dallas, Texas where he served as the Chief Geophysicist for
Hunt Oil Company and in 1992 was appointed the Exploration Manager for the Yemen
Hunt Oil Company and the Exploration Vice President of the Hunt Oil
subsidiaries, Ethiopia Hunt Oil and Jannah Hunt Oil. In 1996, Dick left Hunt and
started his independent consulting career. Mr. Boyce holds a Bachelor of Science
degree as a Geophysical Engineer from the Colorado School of Mines.
Effective December 23, 2021, Heidi C. Bowman resigned her position as Chief
Financial Officer of the Company in order to focus her attention on other
business responsibilities. On the same day, Alan Urban was appointed as the new
Chief Financial Officer of the Company.
Mr. Urban has 30 years of experience in corporate finance and accounting. Mr.
Urban has previously served in numerous senior management positions, including:
Chief Financial Officer of Research Solutions (NASDAQ:RSSS) from 2010 to October
4, 2021, Chief Financial Officer of ReachLocal (NASDAQ:RLOC) from 2007 to 2009,
Chief Financial Officer of a leading online poker company from 2005 to 2006, and
Vice President of Finance and Treasurer for Infotrieve from 2000 to 2004. Mr.
Urban has also held positions as an audit and tax manager in public accounting,
and as an internal auditor. He holds a B.S. in Business, with a concentration in
Accounting Theory and Practice, from California State University, Northridge and
has been a Certified Public Accountant (currently inactive) since 1998.
On December 23, 2021, Scott A. Sheikh was appointed Chief Operating Officer and
General Counsel of the Company.
Mr. Sheikh comes from a background in logistics, emerging technologies (such as
blockchain), and cutting-edge law. Mr. Sheikh has also been directly involved in
many aspects the blockchain and cryptocurrency space since its infancy. His
expertise ranges from the business and legal aspects of blockchain-based
businesses as well as cryptocurrency mining operations.
Before joining Creek Road Miners, since November 2020, Mr. Sheikh was outside
counsel and then General Counsel of Lone Star Overnight, LLC, a regional
logistics and parcel delivery company based out of Austin, TX. Prior to that,
beginning in July, 2016, Mr. Sheikh was the Chief Executive Officer of a
technology-focused logistics and delivery company based out of Los Angeles, CA
with 3 offices, 12 warehouses, and 800 employees distributed across California,
Texas, and Illinois.
Prior to that, Mr. Sheikh's primary focus was his boutique law practice, which
he started upon graduating law school. His focus was on helping technology
start-ups proactively navigate complex regulatory and legal landscapes. In 2016,
he began working with blockchain projects and helped guide them through the then
uncharted territory within the United States securities framework.
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The financial arrangements entered into by the Company and Mr. Urban and Mr.
Sheikh are set forth in Item 1.01.
No resignation disclosed in this Item 5.02 was a result of a disagreement by the
resigning party with the Company on any matter relating to the Company's
operations, policies or practices.
Item 9.01 Exhibits
Exhibit No. Description of Exhibit
10.1 Employment Agreement of Paul L. Kessler
10.2 Amended Employment Agreement of Scott D. Kaufman
10.3 Employment Agreement of Scott Sheikh
10.4 Employment Agreement of Alan Urban
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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