Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 9, 2021, the Board of Directors (the "Board") of Target Hospitality
Corp. (the "Company") appointed Linda R. Medler, age 65, to serve as a Class II
member of the Board, effective January 1, 2022 until her current term expires as
of the date of the Company's 2023 annual meeting of stockholders. Ms. Medler
will serve as a member of the Audit Committee and Compensation Committee of the
Board and qualifies as an independent director under the independence standards
established by the Nasdaq Stock Market. The Company announced the appointment of
Ms. Medler in its November 16, 2021 press release, a copy of which is filed as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference
herein.
Ms. Medler has more than 20 years of experience managing cutting-edge cyber and
technology strategies for highly regulated public and private financial
institutions as well as within the highest levels of government. In 2014, Ms.
Medler completed 30 years of total military service, including 27 years of
service in the U.S. Air Force, retiring as a Brigadier General. Her last
position held was Director of Capability and Resource Integration for the United
States Cyber Command. She currently is Founder, President and CEO of L A Medler
& Associates, LLC, providing cyber strategy and operational consulting services
to a variety of commercial clients. Ms. Medler previously served from June 2015
to December 2017 as the Chief Information Security Officer and Director of IT
Security for Raytheon Missile Systems, a major business unit of Raytheon Company
(now Raytheon Technologies), a technology and innovation leader specializing in
defense, civil government and cybersecurity solutions. She remained at Raytheon
as a Cyber Advisor until 2018. During her Air Force military service, from 1987
to 2014, she served in a myriad of leadership positions, and commanded units at
the Squadron, Group and Wing level, as well as serving multiple assignments for
the Joint Chiefs of Staff. Ms. Medler currently sits on the Board of Directors
for PNC Financial Services Group, and TransAmerica Insurance (AEGON North
America), as well as Operation Homefront, a national nonprofit supporting
Veterans and their families. For her current boards, she will Chair the Risk
Committee for TransAmerica in 2022, and sits on a number of risk, compliance,
technology, and nominating and governance committees. Ms. Medler received a BBA
in Management & Computer Information Systems from the University of Arkansas at
Little Rock, an MS in National Security & Strategic Studies from the Naval War
College, and an MBA in Management Information Systems Concentration from the
University of Arizona.
Ms. Medler will enter into the Company's standard director and officer
indemnification agreement, the form of which was previously filed by the Company
as Exhibit 10.6 to the Company's Current Report on Form 8-K, filed with the
Securities and Exchange Commission on March 21, 2019.
Ms. Medler will receive compensation for her Board and committee memberships
based upon the levels described for non-employee directors in the Company's
proxy statement for its 2021 Annual Meeting of Stockholders.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Exhibit Description
99.1 Press Release November 16, 2021
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