Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On February 9, 2023, the Board of Directors (the "Board") of Barnwell
Industries, Inc. (the "Company") expanded the size of the Board from seven to
nine and appointed Mr. Joshua S. Horowitz and Mr. Laurance E. Narbut to serve as
directors of the Company, effective immediately. The Board has determined that
each of Messrs. Horowitz and Narbut is independent for the purposes of Section
803A of the NYSE American Company Guide.
Mr. Horowitz is the Portfolio Manager at Palm Management (US) LLC. Mr. Horowitz
has held senior positions at Inverlochy Capital, an asset management firm, and
Berggruen Holdings, the family office of Nicolas Berggruen. He began his career
at Crossway Partners, a value strategy investment partnership. Mr. Horowitz
holds a BS in Management, magna cum laude, from Binghamton University and also
studied at the Bath School of Management in the United Kingdom. Mr. Horowitz
previously served as a Director of The Lincoln General Insurance Company
(private), as well as 1347 Capital Corp (Nasdaq: TFSC), and is currently a
Director and Chair of the Finance Committee of Limbach Holdings (Nasdaq: LMB), a
$500m mechanical engineering concern. He was formerly on the Board of 1347
Property Insurance Holdings, Inc. (Nasdaq: PIH) and Minim, Inc. (Nasdaq: MINM),
and Interim Chairman of the Board of Birner Dental Management Services, Inc.
(OTC: BDMS), where he led the Company's sale to Mid Atlantic Dental Partners.
Mr. Horowitz also was a Board Observer at Biomerica, Inc. (Nasdaq: BMRA). Mr.
Horowitz's background in management and the investment community gives him
significant insight into corporate operations, investment opportunities,
commodities and business issues facing the Company and his experience on
numerous boards will bring significant strategic, consensus-building and
management skills to the Company.
Mr. Narbut is the founder and Managing Partner of Acceleration Resources LLC, a
private equity firm focusing on lower/middle market upstream energy sector since
2013. Mr. Narbut has held senior positions at Passport Capital, Richmond
Financial, SUN Capital Partners, Credit Suisse First Boston, and the Parthenon
Group. At Passport Capital, Mr. Narbut was a portfolio manager for the energy
strategy, investing across multiple funds and focused on upstream oil & gas and
energy service investments. Mr. Narbut attended Harvard Business School and the
University of Pennsylvania. Mr. Narbut's strong background in business,
finance, energy strategy and energy investing brings to the Board deep insight
into the Company's primary upstream oil and gas business as well as the
evaluation and financing of a variety of businesses and business opportunities.
As previously disclosed, Messrs. Horowitz and Narbut were appointed to the Board
pursuant to the Cooperation and Support Binding Term Sheet, dated as of January
21, 2023, by and among the Company, Alexander C. Kinzler, MRMP-Managers LLC, the
Ned L. Sherwood Revocable Trust, NLS Advisory Group and Ned L. Sherwood, a copy
of which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K
filed with the Securities and Exchange Commission on January 26, 2023.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
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