Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 8, 2021, Gizman Abbas and Gary C. Hanna were appointed to the Board of
Directors (the "Board") of Crown Electrokinetics Corp., a Delaware corporation
(the "Company"), effective immediately.
Mr. Abbas, age 48, is currently a Principal at Direct Invest Development, an
impact-focused, sustainable real estate development company formed to mine value
in disinvested urban communities. He has led natural resources investments and
development operations for some of the world's leading financial institutions,
leaning on his combined expertise in finance and engineering. Mr. Abbas was a
founding partners of the commodity business at Apollo Global Management (NYSE:
APO), one of the largest private equity businesses in the world. Previously, he
was a Vice President at The Goldman Sachs Group, Inc. (NYSE: GS), where he
invested successfully in the power, bio-fuels, metals & mining, and agriculture
sectors. Mr. Abbas began his finance career in the investment banking division
at Morgan Stanley (NYSE: MS), having previously been a Senior Project Engineer
on oil & gas construction projects for Exxon Mobil Corporation (NYSE: XOM) and a
Co-Op Power Engineer at The Southern Company (NYSE: SO).
Mr. Abbas holds a Bachelor's of Science degree in electrical engineering from
Auburn University and a Master's of Business Administration degree from Kellogg
School of Management at Northwestern University.
Mr. Hanna, age 63, served as the Chairman and Interim Chief Executive Officer of
Rosehill Resources (NASDAQ: ROSE), a business combination between KLR Energy
(NASDAQ: KLRE) ("KLR") and TEMA Oil & Gas, from 2017 to 2020. From 2015 to 2017,
Mr. Hanna was the Chairman, President and Chief Executive Officer of KLR. From
2009 until its sale in June 2014, Mr. Hanna was the Chairman, President and
Chief Executive Officer of EPL Oil and Gas, Inc. (NYSE: EPL), a publicly-traded
company that was acquired by Energy XXI for $2.3 Billion. Mr. Hanna has 40 years
of management and board of director experience in the energy and service
sectors, with a primary focus in the Permian, Mid-Continent and GOM regions,
with additional experience internationally in Southeast Asia, Mexico and
Barbados. Mr. Hanna received a Bachelor's of Business Administration Degree from
the University of Oklahoma.
Mr. Abbas and Mr. Hanna will each receive options to purchase 33,333 shares of
the Company's common stock at a price per share of $3.99. The options will vest
on the date that is 90 days after their election to the Company's Board of
Directors.
There are no family relationships between Mr. Abbas or Mr. Hanna and any
director or other executive officer of the Company nor are there any
transactions between Mr. Abbas or Mr. Hanna or any member of his immediate
family and the Company or any of its subsidiaries that would be reportable as a
related party transaction under the rules of the United States Securities and
Exchange Commission. Further, there is no arrangement or understanding between
Mr. Abbas or Mr. Hanna and any other persons or entities pursuant to which Mr.
Abbas or Mr. Hanna was appointed as a Director of the Company. Accordingly, the
Board has determined that Mr. Abbas and Mr. Hanna meet the independence
standards adopted by the Board in compliance with Item 407(a) of Regulation S-K.
Upon the appointment of Edward Kovalik as the Company's President and Chief
Operating Officer, and the appointments of Mr. Abbas and Mr. Hanna to the Board,
the Company's Board has decided to adjust the composition of the committees
thereof. Effective immediately, Mr. Hanna will serve as the chairman of the
Audit Committee, on which Christopher Smith and Mr. Abbas will also serve. Mr.
Abbas will also serve as the chairman of the Compensation Committee, on which
John Marchese and Dr. DJ Nag will also serve. Mr. Smith will serve as the
chairman of the Governance and Nominating Committee, on which Mr. Marchese and
Mr. Hanna will also serve.
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