Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 19, 2021, Wrap Technologies, Inc. (the "Company") appointed Kimberly
Sentovich, TJ Kennedy, Jeffrey Kukowski, and Kevin Sherman to the Company's
Board of Directors (the "Board"), to serve until the Company's next annual
meeting of stockholders or until their successor is duly elected and qualified.
Ms. Sentovich, 53, is a seasoned merchandising, operations, IT and supply chain
executive with 30 years of experience with multi-billion-dollar profit and loss
responsibility. From 2017 to 2019, Ms. Sentovich served as the Senior Vice
President of Operations for Torrid, an apparel retailer. From 2015 to 2017, Ms.
Sentovich was Executive Vice President of Stores and Logistics at Gymboree,
responsible for all 1,300 company owned stores in North America. Ms. Sentovich
previously spent seven years (2008-2015) at Walmart rising from Regional Vice
President of Operations - California to Divisional Senior Vice President of
Operations - Pacific Division and fifteen years at The Home Depot (1993-2008)
rising to the level of Regional Vice President of Operations. Ms. Sentovich
serves on the board of directors of One Stop Systems (NASDAQ: OSS) from 2019 to
present, the Children's Hospital of Orange County from 2016 to present, on which
she serves on the Executive Committee, Compensation Committee, Nominating
Committee, and Finance Committee. Ms. Sentovich obtained her MBA from The Paul
Merage School of Business, University of California, Irvine, and her B.A. in
Philosophy and Political Science with a Minor in economics from Bryn Mawr
Mr. Sherman, 51, currently serves as the Interim Chief Executive Officer, Chief
Marketing Officer, and Chief Revenue Officer of Tractor Beverages, Inc.
("Tractor"), where he has served since 2018. Mr. Sherman also serves as a member
of the board of directors of Tractor since 2015. From 2012 to 2017, Mr. Sherman
served as a member of the board of directors, Chief Executive Officer,
President, and Chief Marketing Officer of True Drinks, Inc. Mr. Sherman holds a
Bachelor of Arts in Philosophy from Gordon College and a Masters of Arts in
Educational Administration from Loyola Marymount University.
Mr. Kennedy, 49, has served as the Chief Executive Officer, president, and
member of the board of directors of Qumu, Inc. (NASDAQ: QUMU) ("Qumu") since
July 2020. Qumu provides the tools to create, manage, secure, distribute and
measure the success of live and on-demand video for enterprises From January
2019 to July 2020, Mr. Kennedy served as the Chief Executive Officer and member
of the board of directors of Allerio, Inc. and the board of directors of the
Public Safety Network from January 2018 to present. From 2013 to January 2018,
Mr. Kennedy served as the President of FirstNet - First Responder Network
Authority. Mr. Kennedy holds a Bachelor of Science in Health Promotion and
Education from the University of Utah, and a Masters of Business Administration
from Johns Hopkins University.
Mr. Kukowski, 53, is currently the Chief Executive Officer and a director of
Cloudbolt Software, and enterprise cloud management leader, having served in
that capacity since April 2020. From May 2019 to January 2020, Mr. Kukowski was
the Chief Revenue Officer of Yubico, the leading provider of hardware
authentication security keys. He was the Chief Executive Officer and a director
of SecureAuth from August 2015 to November 2018. SecureAuth is a leader in the
identity and access management space. Prior to joining SecureAuth, Mr. Kukowski
was the Chief Operating Officer of Axon (formerly Taser International: Nasdaq:
AXON), from June 2010 to December 2014. Prior to Axon, Mr. Kukowski was the
Chief Executive Officer and a director of Sellit Social Commerce, from March
2009 to June 1010. Mr. Kukowski has also served as the Chief Operating Officer
and a director of Destinator Technologies (TSX: ICS), from April 2005 to October
2008. Mr. Kokowski graduated from the University of Chicago Booth School of
Business with an Masters in Business Administration and holds a Bachelor of Arts
in Economics from Northwestern University.
Mr. Kukowski and Ms. Sentovich were designated by Mr. Elwood Norris, a
shareholder and officer of the Company, and the Nominating and Corporate
Governance Committee of the Board, respectively, to serve on the Board pursuant
to the terms of a Cooperation Agreement, dated March 4, 2021, which Cooperation
Agreement is filed as Exhibit 10.1 to the Current Report on Form 8-K filed on
March 9, 2021.
As compensation as independent directors, each of Ms. Sentovich and Messrs.
Kennedy, Kukowski, and Sherman will receive (i) a $62,500 annual cash retainer,
payable in equal quarterly installments prorated for 2021, (ii) that number of
restricted stock units ("RSUs") equal to $62,500 (prorated for the balance of
2021) divided by the fair market value of the Company's common stock, par value
$0.0001 per share ("Common Stock"), as reported on the Nasdaq Capital Market on
the date of grant, which RSUs shall vest in monthly installments through the
balance of 2021, and (iii) an initial grant of options to purchase 30,000 shares
of Company Common Stock at an exercise price based the closing price of the
Company's Common Stock as reported on the Nasdaq Capital Market on the date of
grant, which options shall expire, if not previously exercised, ten years from
the date of grant, and shall vest as follows: (y) 50% on the one-year
anniversary of the date of grant, and (z) the remaining 50% in four equal
quarterly installments over the following year.
Except as disclosed herein, there are no related party transactions between the
Company and Ms. Sentovich and Messrs. Kennedy, Kukowski, and Sherman that would
require disclosure under Item 404(a) of Regulation S-K, nor are there any
further arrangements or understandings in connection with their appointment as
members of the Company's Board.
A copy of the press release announcing the appointments of Ms. Sentovich and
Messrs. Kennedy, Sherman, and Kukowski to the Board is attached to this Current
Report on Form 8-K as Exhibit 99.1, and is incorporated by reference herein.
Contemporaneous with the appointment of Ms. Sentovich and Messrs. Kennedy,
Sherman, and Kukowski to the Board, Mr. David Norris, a current member of the
Board, has tendered his resignation as a member of the Board, effective at the
2021 Annual Meeting of Stockholders to be held on June 22, 2021 ("Annual
Meeting"), and the Board will recommend that Mr. Thomas Smith, the Company's
Chief Executive Officer, be elected to serve as a director at the Annual
Meeting. Mr. Norris' decision to resign effective at the Annual Meeting was not
the result of any dispute or disagreements with the Company on any matter
relating to the Company's operations, policies or practices.
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