Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective February 20, 2021, Crown Electrokinetics Corp., a Delaware corporation
(the "Company") hired Edward Kovalik, age 46, as President and Chief Operating
Officer.
Mr. Kovalik has served as a member of the Company's Board of Directors since
December 2020. Prior to his appointment as the Company's President and Chief
Operating Officer, Mr. Kovalik was the Chief Executive Officer of Unity National
Financial Services, a minority-owned boutique investment bank. He is also a
co-Founder of Prairie Partners, a renewable energy investor in utility-scale
solar and wind projects. Prior to Unity National, Mr. Kovalik was the co-Founder
and, from April 2012 through October 2020, the Chief Executive Officer of KLR
Group ("KLR"), a merchant bank focused on the Energy sector. Mr. Kovalik also
served as the Chief Executive Officer of Seawolf and the President of KLR Energy
Group, a special purpose acquisition company, both of which were portfolio
companies of KRL. His expertise includes private and public offerings of debt
and equity, M&A, and fund management. While at KLR, Mr. Kovalik led the creation
of Rosehill Resources, an independent oil & gas company created through a merger
of KLR's SPAC with Tema Oil & Gas. Mr. Kovalik also led the creation of Seawolf
Water, a premier provider of water solutions to the oil & gas industry, for
which he also served as Chief Executive Officer. Prior to KLR, Mr. Kovalik
served as the Head of Capital Markets at Rodman & Renshaw, the highest ranked
PIPEs practice in the United States from 2005 to 2011. He has served on multiple
private and public boards of directors and is a member of NACD, the National
Association of Corporate Directors.
Pursuant to his employment agreement with the Company, Mr. Kovalik will receive
an annual base salary of $550,000, plus an annual bonus payable at the Company's
sole discretion based on performance targets to be established by the Company's
Board of Directors. In addition, Mr. Kovalik received a sign-on bonus of 400,000
restricted stock awards, which vest in equal monthly installments over a period
of 36 months, pursuant to the Company's long-term incentive plan, and a
relocation bonus of $120,000.
Prior to his appointment as the Company's President and Chief Operating Officer,
Mr. Kovalik served as the Chairman of the Audit Committee and the Compensation
Committee of the Board of Directors. Mr. Kovalik will be replaced on such
committees by one of the Company's independent directors.
On February 25, 2021, the Company also appointed Kai Sato as the Company's
Co-President and Chief Marketing Officer. Mr. Sato is the founder of Kaizen
Reserve, Inc., a venture capital advisory firm for corporations and family
offices, helping align their existing assets with synergistic startups. He is
also an investment fund advisor and former entrepreneur-in-residence to Hatch, a
global startup accelerator focused on helping feed the world through sustainable
aquaculture technologies. Previously, he was the chief innovation officer of
Rubicon Resources. Prior to that, he spent several years as a co-founder and
board member of FieldLevel. He has been a contributor to publications like Inc.,
Entrepreneur, and Huffpost. He has also spoken at an array of industry
conferences, including SXSW. Kai is an independent board member of SportTechie,
advises a range of startups, and serves as a mentor to various accelerators,
including Techstars. He lives with his wife in Los Angeles, where they support
scholarship programs dedicated to empowering disadvantaged youth through
education. He was a Presidential Scholar at the University of Southern
California, graduating from its Marshall School of Business.
Mr. Sato will receive an annual base salary of $550,000, plus an annual bonus
payable at the Company's sole discretion based on performance targets to be
established by the Company's Board of Directors. In addition, Mr. Sato received
a sign-on bonus of 400,000 restricted stock awards, which vest in equal monthly
installments over a period of 36 months, pursuant to the Company's long-term
incentive plan.
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