06/09/2025 | Press release | Distributed by Public on 06/09/2025 04:30
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
1. | Appointment of Directors |
Effective June 6, 2025, the Board of Directors (the "Board") of the Company increased the number of directors to five and appointed Messrs. Shawn Canter and Aron Schwartz to serve as members of the board of directors of the Company. Messrs. Canter and Schwartz will serve as members of the Board until the next annual meeting of the Company's stockholders, and until their successors are elected and qualified or until their earlier death, resignation or removal. In addition, Mr. Schwartz was appointed as the Chair of the Board's Compensation Committee and as member of each of the Audit Committee and Nominating and Corporate Governance Committee.
In connection with Mr. Schwartz' appointment, the Company agreed to pay Mr. Schwartz cash compensation equal to $95,000 per year and to issue 105,040 restricted stock units ("RSUs") of the Company's common stock, which shares shall vest in two equal increments every six months following June 6, 2025, subject to Mr. Schwartz's continued service with the Company through each applicable vesting date and such RSUs becoming issuable upon the Company's shareholder approval of a new equity incentive plan. Mr. Canter will not receive additional compensation for his duties on the Board.
There are no arrangements or understandings between Messrs. Canter and Schwartz and any other person pursuant to which Messrs. Canter and Schwartz were appointed directors of the Company. There are no family relationships between Messrs. Canter and Schwartz and any director or executive officer of the Company, and they have no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Following are the resumes of our new directors:
Mr. Schwartz, age 54, has served as a member of our Board since June 6, 2025. He was a Managing Director at ACON Investments from 2014 to 2024. Mr. Schwartz is the founder of Constructivist Capital, LLC, a firm that works with family offices and alternative asset management firms to pursue attractive investment opportunities. He was previously a consultant to and a Managing Director at Avenue Capital from 2012 to 2014 and held various positions culminating in Managing Director of Fenway Partners, a middle market private equity firm based in New York, from 1999 to 2011. From 1997 to 1999, Mr. Schwartz was an associate in the Financial Entrepreneurs Group of Salomon Smith Barney, where he worked on a variety of financings and advisory assignments. He also serves or has served on the board of directors of a number of other public and private companies, including Invacare Corporation, True Value Company, LLC, 1-800 Contacts, Inc., Commonwealth Laminating & Coating, Inc., Easton Bell Sports, Inc., STVT-AAI Education Inc. (Ancora Education), Igloo Products Corp., APR Energy, PLC, Borden Dairy Holdings, ATU Auto Technick-Unger, PSSI, Rapid Deploy, Inc., Prima-Wawona, AFH, Melinta Therapeutics LLC, Tempel Steel, Mark Andy Inc., FEV Acquisition LLC, Injured Workers Pharmacy, LLC, Aventine, Inc. and VillageMD. In addition, Mr. Schwartz previously served on the board of directors of the Open Road Foundation and US-ASEAN Business Council. Mr. Schwartz, a Certified Management Accountant, received his J.D. and M.B.A with honors from U.C.L.A. and his B.A. and B.S.E. cum laude from the Wharton School at the University of Pennsylvania.
The Board concluded that Mr. Schwartz is qualified to serve on the Board because of significant commercial, financial and management expertise, as well as his history serving on the boards of public companies.
Mr. Canter, age 54, has served as Chief Financial Officer ("CFO") of the Company since March 31, 2023. Mr. Canter is a seasoned corporate executive and board member with over 25 years of experience leading teams in hands-on roles in both institutional and early/growth stage companies bringing solutions to complex situations. He gained significant financial and transactional experience as an executive in mergers and acquisitions ("M&A") at Goldman Sachs and at Bank of America's investment banking division where he also served as Chief Operating Officer of M&A. Mr. Canter is responsible for financial management and driving a disciplined fiscal strategy while scaling the Company through its commercialization phase. Mr. Canter received a bachelor's degree in economics and a master's degree in organizational behavior from Stanford University, as well as a JD and an MBA from the University of Michigan.