Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Raymond E. Wirta, Jeffrey Randolph and Joe F. Hanauer as
Directors
On December 7, 2021, Raymond E. Wirta, Jeffrey Randolph and Joe F. Hanauer
resigned as members of the Board of Directors (the "Board") of Modiv Inc. (the
"Company") to allow for a refreshment of the Board to include members of diverse
gender and community backgrounds. Mr. Wirta also resigned from his position as
Chairman of the Board, Mr. Randolph resigned from his position as a member and
Chairman of the Audit Committee of the Board and Mr. Hanauer resigned from his
position as a member of the Audit Committee of the Board. The resignations by
Messrs. Wirta, Randolph and Hanauer were not the result of any disagreement with
the Company on any matter relating to the Company's operations, policies or
practices.
In connection with Mr. Wirta's resignation from his position as Chairman of the
Board and Mr. Randolph's resignation from his position as Chairman of the Audit
Committee, the Board appointed Adam S. Markman, a current member of the Board,
as Chairman of the Board and Chairman of the Audit Committee of the Board, and,
given his increased duties as Chairman of the Board and Chairman of the Audit
Committee, removed Mr. Markman from his position as a member of the Nominating
and Corporate Governance Committee of the Board. Mr. Markman will receive an
additional cash retainer of $2,500 per month, paid quarterly, for his service as
Chairman of the Board. In addition, to fill one of the vacancies on the Audit
Committee of the Board resulting from Mr. Randolph's and Mr. Hanauer's
resignation, the Board appointed Curtis B. McWilliams, a current member of the
Board, to serve on the Audit Committee of the Board.
Appointment of Asma Ishaq, Kimberly Smith and Connie Tirondola as Directors
To fill the vacancies on the Board resulting from Messrs. Wirta's, Randolph's
and Hanauer's resignations, on December 7, 2021, the Board, acting upon the
recommendation of the Nominating and Corporate Governance Committee of the
Board, appointed each of Asma Ishaq, Kimberly Smith and Connie Tirondola to
serve as directors on the Board until the Company's 2022 annual meeting of
stockholders and until their successors are duly elected and qualify. The Board
has determined that each of Mses. Ishaq, Smith and Tirondola are independent
under the applicable New York Stock Exchange ("NYSE") rules. Ms. Ishaq has been
appointed to serve on the Compensation Committee of the Board, Ms. Smith has
been appointed to serve on the Nominating and Corporate Governance Committee of
the Board, and Ms. Tirondola has been appointed to serve on the Audit Committee
of the Board.
Ms. Asma Ishaq. Since January 2017, Ms. Ishaq has served as the Chief Executive
Officer of Modere, a global, live clean lifestyle brand whose advanced science
portfolio of beauty and personal care, health and wellness, and household
products is currently sold in 43 international markets. She assumed this role
one year after Modere acquired a product line she co-founded. Under her
leadership, Modere is performing at record profitability, growth, and revenue.
Under Ms. Ishaq's leadership, Modere was recently named the top company on the
Women Presidents' Organization and JP Morgan Chase's 14th annual 50 Fastest
Growing Women-Owned/Led Companies of 2021 list, as well as elected to Newsweek's
2021 list of the 100 Most Loved Workplaces. Prior to Modere, Ms. Ishaq
co-founded Jusuru International, Inc., in 2009, which was subsequently acquired
by Modere. Prior to her current ventures, Ms. Ishaq worked for Blackrock, Inc.
Ms. Ishaq earned her B.A. in Psychology and Business from the University of
California, Berkeley and received an M.B.A. with a dual concentration in Finance
and Marketing from Rice University as a Ben F. Love scholar.
Ms. Kimberly Smith. From April 2014 to September 2018, Ms. Smith served in
various senior legal roles for Prudential Financial, Inc., most recently as the
Chief Legal Officer for Workplace Solutions and Prudential Retirement from April
2017 to September 2018 before retiring. Prior to Prudential, from November 2010
to February 2014, Ms. Smith served in various senior legal roles for Cole Real
Estate Investments, Inc., a publicly-traded net-lease REIT and product sponsor,
most recently as Executive Vice President and General Counsel. While at Cole,
she played an integral role in the company's internalization of its external
manager and subsequent listing on the NYSE, as well as structured several
mergers and advised on the development and distribution of multiple non-listed
REIT offerings. Ms. Smith also served as General Counsel for World Group
Securities, Inc. (merged into Transamerica Financial Advisors) from 2008 to
2010, Deputy General Counsel for ING Americas from 2004 to 2007, Chief Counsel
for ING Americas from 2001 to 2003, and she was a Partner with Sutherland Asbill
& Brennan LLP (now Eversheds Sutherland) in the Financial Services practice
group from 1996 to 2001. Ms. Smith earned her B.A. in History from the College
of William & Mary and received her J.D. from Harvard Law School.
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Ms. Connie Tirondola. Since May 2020, Ms. Tirondola has served as Executive Vice
President for Citco Fund Services, where she manages client relationships for
real estate, infrastructure and timber/agriculture funds. From June 2017 to May
2020, Ms. Tirondola was a Managing Director, Global Account Leader for CBRE
Accounting & Reporting Solutions where she oversaw the fund accounting and
investment oversight process for outsourced relationships with large real estate
asset managers. She also served as Managing Director, Head of Real Estate Fund
Accounting in the U.S. for BlackRock Realty from June 2005 to June 2017, Vice
President & Controller for Sentinel Real Estate Corporation from May 2004 to
June 2005, Vice President & Controller for Olayan America Corporation from
September 2002 to May 2004 and Senior Vice President, Investment Management for
Prudential Financial Inc. from December 1984 to February 2002. Ms. Tirondola
earned her B.A. in Accounting/Economics from Rutgers University and is a
licensed Certified Public Accountant.
Mses. Ishaq, Smith and Tirondola will be entitled to standard compensation
provided to non-employee independent directors, which will be paid on a
pro-rated basis for the year ending December 31, 2021. In addition, Mses. Ishaq,
Smith and Tirondola are each expected to enter into an indemnification agreement
with the Company, the form of which is attached as Exhibit 10.1 to the Company's
Current Report on Form 8-K, filed with the Securities and Exchange Commission on
August 2, 2021.
There are no arrangements or understandings between any of Mses. Ishaq, Smith or
Tirondola, on one hand, and any other person on the other hand, pursuant to
which any of Mses. Ishaq, Smith or Tirondola was selected as a director. There
are no transactions in which Mses. Ishaq, Smith or Tirondola has an interest
requiring disclosure under Item 404(a) of Regulation S-K.
As a California company with publicly listed preferred stock, the Company is
pleased that it is in compliance with California Senate Bill 826 and Assembly
Bill 979.
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