Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 7, 2022, the Board approved, as recommended by the Compensation
Committee of the Board, annual compensation to the non-executive members of the
Board of $25,000 in cash, and $75,000 in restricted stock for the fiscal year
2022, and compensation of $50,000 in restricted stock for fiscal year 2021.
Pursuant to the 2018 Equity Incentive Plan of the Company, of a total of 650,562
shares of restricted stock, vested immediately, at $0.807 per share were issued
to the non-executive directors of the Company as compensation for service as
members of the Board for 2021 and the first half of 2022. The remainder of the
compensation, pending service through December 31, 2022, will be paid no later
than January 15, 2023.
The Board also approved, that each chairperson of a committee of the Board is
entitled to cash compensation of $5,000 for service for 2022. A total of $80,000
in cash for the services rendered through June 30, 2022 is payable on July 15,
2022 to the non-executive directors. The remainder of the compensation, pending
service through December 31, 2022, will be payable no later than January 15,
2023.
In addition, each member of a committee of the Board is also entitled to payment
of $500 in cash per committee meeting attended in 2022. Through June 30, 2022,
total compensation for each committee meeting attended was $12,500 and will be
paid on July 15, 2022.
On June 15, 2022, the Board approved the creation of a nominating committee of
the Board and appointed Reuben Cannon as Chairperson of the committee, with
additional members Peter Lawrence and Marc Dumont. All three members of the
committee are considered independent in compliance with Nasdaq Rules 5065(a) and
(e). The Board will adopt a formal nominating committee charter in the next few
weeks and file with the SEC.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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