Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective August 1, 2021, the Orbital Energy Group, Inc. ('the Company") Board
of Directors appointed Jerry Sue Thornton and La Forrest V. Williams to the
Company Board of Directors ("the Board") as independent directors. The Board has
determined that Dr. Thornton and Mr. Williams meet the independence standards
adopted by the Board within the meaning of Rule 5605(a)(2) of The NASDAQ Stock
Market and Item 407(a) of Regulation S-K. Dr. Thornton and Mr. Williams will
serve on the Nominating Committee. No other committee assignments have been made
at this time.
There are no arrangements or understandings between Dr. Thornton or Mr.
Williams and any other person pursuant to which they were appointed as
directors. There are no transactions in which Dr. Thornton or Mr. Williams has
an interest requiring disclosure under Item 404(a) of Regulation S-K of the
Securities Act of 1933, as amended (the "Securities Act"). For their service as
non-employee, independent directors, Dr. Thornton and Mr. Williams shall each
receive the pro rata portion of the annual Director Compensation of $100,000,
payable quarterly, 50% in cash payment and 50% in Company equity.
Jerry Sue Thornton
Dr. Jerry Sue Thornton earned her B.A. and M. A. in Communications from Murray
State University (Kentucky) and Ph.D. in Higher Education
Leadership/Administration from The University of Texas (Austin). She earned a
post-doctorate certificate from Harvard University.
Dr. Thornton is President of DreamCatcher Education Consulting providing
professional development, coaching and mentoring for newly appointed presidents
of colleges. She is President Emeritus of the Cuyahoga Community College
District serving from 1992 to 2013 which is headquartered in Cleveland, Ohio.
The College serves over 30,000 students on four campuses with a budget over $300
million. She brings over 45 years of experience in leading and managing higher
education institutions in Chicago, Minnesota and Ohio with a focus on workforce
training and professional education.
She also has extensive corporate board service beginning in 1992 with National
City Bank/Corporation, Office Max, American Greetings and Bridgestreet
Worldwide, Inc. until those companies had a change of control. She later served
on the Boards of American Family Insurance, Applied Industrial Technologies,
Inc., Republic Powdered Metals, (RPM, Inc.) and First Energy. She is currently
serving on the Boards of Barnes and Noble Education (BNED) and Parkwood LLC (an
Ohio financial planning company).
Gaining extensive business experience through her board director services of
public and private companies, she has been a member of compensation, nominating
and governance and audit committees. From manufacturing through distribution;
industrial through commercial; financial through merchandizing and energy, Dr.
Thornton has amassed over 29 years of business experience. During that tenure,
she has served on Special Committees of the Board of Directors involved in
acquisition.
Dr. Thornton brings to the Board of Directors broad leadership and business
skills as well as an extensive background in workforce/talent acquisition,
development and evaluation/assessment.
La Forrest V. Williams
Mr. Williams is a veteran executive of the communications, computer and
information assurance business of the Department of Defense and Intelligence
community. He served in the civilian Defense Intelligence Senior Executive
Service and the United States Air Force senior officer corps as a
communication/computer intelligence and information assurance strategist for
more than 40 years. His activity in information assurance became a nexus with
the vulnerabilities of the energy grid.
His accomplishments include serving as a leader in the original merging of
communications and computer systems technology into one management structure for
the United States Air Force. His energy focus evolved through his engagement in
studying cybersecurity threats to our energy grid during his career at the
National Security Agency. Mr. Williams has a history of leadership positions
which includes, Chief Information Officer (CIO) of the National Security Agency
(NSA), Director of Information Assurance for the U.S. European Command and
Director of Legislative Affairs for the National Security Agency. Mr. Williams'
experience includes leading a military Communications Group of more than 500
technicians and staff, supporting Nellis Air Force Base Nevada networks. He has
installed, managed, upgraded and secured communication cable and space networks
worldwide; to include the United States, Europe and South Pacific.
Mr. Williams holds a B.S. degree in Business Administration from San Jose State
University and an M.S. Degree in Technology of Management Information Systems
from the American University, Washington D.C. He has served at the forefront in
the Information Age and was an early leader at NSA in advocating concern about
the vulnerability of our nation's energy grid. His advocacy led to the formation
of customer assistance teams that he established to advise on the survivability
of energy systems of national security concern. He later joined the National War
College faculty in 2010 to teach National Security Strategy as a visiting
Professor until 2013.
He is a proven results-oriented leader with broad experience as an Air Force
Colonel and three years of Board of Director experience with The Government
Employees Benefit Association for federal employees. In his spare time, he is a
volunteer Docent at the Smithsonian Institute in Washington D.C. and gives tours
through the National Museum of American History.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description of Exhibit
Press Release announcing the appointment of Jerry Sue Thornton and
99.1 La Forrest Williams to Orbital Energy Group Inc.'s Board of
Directors
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