Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of March 9, 2026, the Board of Directors appointed Fred W. Schoenhut as a director of the Company. Mr. Schoenhut's appointment expands the size of the Board to four directors.
Mr. Schoenhut has over 40 years of leadership and governance experience in global commodities markets. Mr. Schoenhut currently manages private investment activities and serves as President of the Schoenhut Family Foundation, a charitable organization supporting philanthropic, service, and educational initiatives.
Mr. Schoenhut served as Principal of Royal Coffee New York, Inc. from 1995 to 2020 and as Principal of HonorVerus Research, LLC from 2008 to 2013. From 1980 to 2008, Mr. Schoenhut founded and served as President of Copia Trading Co., Ltd., a coffee futures execution firm on the Coffee, Sugar & Cocoa Exchange trading floor at the World Trade Center in New York City.
From 2002 to 2010, Mr. Schoenhut served as Chairman of the Board of the New York Board of Trade ("NYBOT"), now ICE Futures U.S., where he chaired its Executive Committee and helped lead the merger and integration of NYBOT with Intercontinental Exchange ("ICE"). He also served as a member of the Board of Directors of ICE from 2007 to 2010. Mr. Schoenhut received his B.S. in Electrical Engineering from Clarkson University.
There are no arrangements or understandings between Mr. Schoenhut, on the one hand, and any other persons, on the other hand, pursuant to which Mr. Schoenhut was selected as a director of the Company. Mr. Schoenhut has no family relationships with any of the Company's directors or executive officers. Mr. Schoenhut has not been a party to any transactions that would be required to be reported under Item 404(a) of Regulation S-K in this Current Report on Form 8-K.
Mr. Schoenhut will receive the same compensation as the Company's other non-employee directors as described under "Executive Officer and Director Compensation" in the Company's proxy statement for the 2024 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on October 29, 2024.