Item 5.02 Departure of Directors or Certain Officers: Election of Directors;
Appointment of Certain Officer; Compensatory Arrangements of Certain Officers.
Item 5.02 (a) Resignation of Existing Directors; Appointment of New Directors.
At the request of the majority stockholders of Ascent Solar Technologies, Inc.
(the "Company"), each of Kong Hian Lee (aka Victor Lee), Amit Kumar, Kim Huntley
and Will Clarke resigned from the Company's board of directors effective
September 16, 2022. The resignations of these four directors were not the result
of any dispute or disagreement with the Company on any matter relating to the
operations, policies or practices of the Company.
On September 16, 2022, the Company's sole remaining director, David Peterson,
appointed the following four persons as new directors of the Company: Forrest
Reynolds, Louis Berezovsky, Michael French, and Felix Mantke. Each of these five
directors of the Company are expected to stand for election by the stockholders
at the Company's 2023 annual stockholder meeting.
Each of Mr. Reynolds, Mr. French and Mr. Berezovsky are independent directors
within the meaning of the listing rules for the Nasdaq Capital Market. Each of
Mr. Reynolds, Mr. French and Mr. Berezovsky have been appointed to the board's
Audit Committee, Compensation Committee and Nominating and Governance Committee.
Mr. Berezovsky will be the Audit Committee chair. Mr. Reynolds will be the
Compensation Committee chair. Mr. French will be the Nominating and Governance
Committee chair. Mr. Peterson was appointed board chair.
Certain biographical information regarding the Company's four new directors is
set forth below.
Forrest Reynolds
Forrest Reynolds has over 28 years of business and management experience and is
currently the Managing Partner of CalTex Capital, LLC, a privately held
investment firm, as well as a Managing Director of The Vortex Group Family
Office, LLC, a private family office, both of which are based in Texas.
Previously, Mr. Reynolds served as the Chief Restructuring Officer for Centaur
Gaming, LLC, a gaming development company located in Indianapolis, Indiana. In
this capacity, Mr. Reynolds managed a $1.0 billion Chapter 11 bankruptcy
reorganization for the company. Prior to that, Mr. Reynolds worked in the
investment banking industry for over 14 years holding various positions with
several multinational investment banks including Credit Suisse, BT Alex Brown
(later Deutsche Bank) and UBS. Mr. Reynolds sits on the board of several private
companies and is actively involved with several charitable organizations. Mr.
Reynolds graduated from The University of Texas at Austin where he received a
B.B.A. in Finance and a B.A. in Economics.
Louis Berezovsky
Louis Berezovsky joined Eagle Infrastructure Services in July 2013 and leads the
Finance and Accounting, M&A, Human Resources, Legal and IT functions. He has
more than 30 years of experience in senior financial management positions across
a variety of industries including 25 years of working in private equity
sponsored portfolio companies. His accomplishments include the completion more
than 60 acquisitions as well as multiple recapitalizations and successful sale
processes. Prior to joining Eagle, Mr. Berzovsky previously served as Executive
Vice President and Chief Financial Officer of ABRA Auto Body and Glass, Chief
Financial Officer of ConvergeOne, and Chief Financial Officer of AIR-serv.
After receiving his B.S. in Accounting from the University of Minnesota, Carlson
School of Management, he began his career at a Minneapolis based CPA firm. He is
a Certified Management Accountant (CMA). He has also served as a member of the
Board of Directors and as the Chairman of the Finance Committee for the Better
Business Bureau of Minnesota and North Dakota since 2012.
Michael French
Michael French is currently Vice President of Space Systems for the Aerospace
Industries Association. From February 2018 to July 2019, Mr. French was Senior
Vice President, Commercial Space at Bryce Space and Technology, a privately held
management consulting and market analysis firm. From April 2017 to February
2018, Mr. French was Principal at Port City Strategies, a privately held space
industry consulting firm. From August 2011 to January 2017, Mr. French was Chief
of Staff and Deputy Chief of Staff at the National Aeronautics and Space
Administration ("NASA"). Mr. French has also held positions in the Executive
Office of the President, The White House and as an attorney at Sheppard, Mullin,
Richter, and Hampton LLP. Mr. French also serves on the Federal Aviation
Administration's Commercial Space Transportation Advisory Committee. Mr. French
received a B.S. degree in Business Administration from the University of
California, Berkeley in 1999 and J.D. from Harvard Law School in 2002. Mr.
French brings significant aerospace industry leadership experience and market
insight, with a particular focus on industry-government partnerships and
investments across developing space technologies.
Felix Mantke
Felix T. Mantke is currently Chief Financial Officer at TubeSolar AG, which is
an investor in, and customer of, Ascent Solar. He has more than 20 years of
professional experience in the fields of accounting, controlling and auditing
and has particular expertise in the areas of M&A and capital markets. Prior to
joining TubeSolar in 2021, Mr. Mantke spent five years working at Deloitte in
Germany. Prior to that, he was Managing Director at Flick Gocke Schaumburg in
Munich after having worked at BDO AG in Frankfurt. At the beginning of his
career, Mr. Mantke held various positions at Ernst & Young in Berlin, Boston,
Moscow and Munich and moved to H.C. Stark GmbH in 2012 as Head of Group
Accounting/Capital Markets.
Item 5.02 (b) Departure of Chief Executive Officer.
On September 21, 2022, Kong Hian Lee (aka Victor Lee) resigned from his position
as Chief Executive Officer of the Company. Mr. Lee's resignation was not the
result of any dispute or disagreement with the Company or the Company's board on
any matter relating to the operations, policies or practices of the Company.
The Company has commenced a search for a new CEO and expects to make an
announcement regarding its new executive leadership in the near future.
Item 5.02(e) Compensatory Arrangements of Certain Officers.
In connection with Mr. Lee's resignation as CEO, the Company and Mr. Lee entered
into a Separation Agreement and Release of Claims dated September 21, 2022 (the
"Separation Agreement").
Under the Separation Agreement Mr. Lee will be entitled, subject to his
non-revocation of a general release of claims in favor of the Company, to the
following separation benefits: (i) the Company will continue to pay to Mr. Lee
his current base salary for the next 12 months; (ii) the Company will pay Mr.
Lee's $200,000 declared but unpaid cash bonus in two installments; and (iii) the
Company shall pay COBRA premiums at the Company's current contribution level for
the next 12 months.
The foregoing description of the terms and conditions of the Separation
Agreement does not purport to be complete and is qualified in its entirety by
the full text of the Separation Agreement, a copy of which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
10.1 Separation Agreement and Release of Claims between the Company
and Victor Lee dated September 21, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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