Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (b) OnMarch 22, 2022 , after more than 44 years of dedicated service toDaily Journal Corporation (the "Company"),Gerald L. Salzman retired as the Company's Chief Executive Officer, President, Chief Financial Officer and Treasurer. (c) Also on March 22, 2022, the Board of Directors of the Company (the "Board") electedSteven Myhill-Jones as the Company's Chairman and Interim Chief Executive Officer. Mr. Myhill-Jones, 46, is aCanada -based technology executive, entrepreneur and investor. He founded web-based geography software company Latitude Geographics in 1999, and served as its Chairman, President and CEO untilSeptember 2018 . Since then, Mr. Myhill-Jones has been an angel investor, and an advisor and mentor to technology businesses and entrepreneurs in his personal capacity and through his wholly owned company,SMJ Holdings Inc. ("SMJ"). The Company has entered into an IndependentContractor Agreement with SMJ for Mr. Myhill-Jones' services as Interim Chief Executive Officer, and that agreement is attached hereto as Exhibit 10.2. Mr. Myhill-Jones will serve as the Company's principal executive officer in his capacity as Interim Chief Executive Officer. In addition, onMarch 22, 2022 , the Board elected Tu To as the Company's Chief Financial Officer. Ms. To, 59, has been the Company's Vice President sinceSeptember 2019 , its Controller since 1994, and has worked in the Company's accounting department since 1987. She will serve as the Company's principal financial officer and principal accounting officer. In fiscal 2021, Ms. To received salary, bonus and incentive compensation payments totaling approximately$334,000 , which included a payment pursuant to her "unit" certificates under the Company's Management Incentive Plan. She is expected to earn approximately the same amounts in fiscal 2022, subject to the Company's performance in the case of her units. (d) OnMarch 22, 2022 , the Board increased the size of the Board from four to five, and elected Mr. Myhill-Jones to fill the vacancy. As noted above, the Board also elected him Chairman, followingCharles T. Munger's decision to relinquish that title.Mr. Munger intends to remain on the Board and to continue to pay particular attention to matters with which he has been involved in the past, including the Company's securities portfolio. Mr. Myhill-Jones is not expected to join any Board committees.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits 10.2 IndependentContractor Agreement , datedMarch 28, 2022 , betweenDaily Journal Corporation andSMJ Holdings Inc. 99.1 Press Release, datedMarch 28, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) [SIGNATUREPAGE FOLLOWS ]
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