Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective July 2, 2021, Barclay Knapp resigned as a member of the Board of
Directors (the "Board") of Iota Communications, Inc. (the "Company") and as
Executive Chairman. Mr. Knapp's resignation was not the result of any
disagreement with the Company on any matter relating to the Company's
operations, policies or practices.
On July 6, 2021, the sole member of the Board, adopted the resolution to
increase the number of directors of the Board from one (1) to five (5) and
appointed Kathy Hanrahan, Paul Baldwin, James Ratigan and Mark E. Romano as
directors, effective immediately, filling the vacancies created by Mr. Knapp's
resignation and an increase in the number of directors.
In accordance with the Company's Amended and Restated Bylaws, the Board
established three classes with staggering terms: Class I, Class II and Class
III. Each director shall serve for a term ending on the date of the third (3rd)
annual meeting of stockholders following the annual meeting at which such
director was elected, provided that immediately following the establishment of
classes, the term of a director in Class I shall expire one (1) year after the
classification becomes effective; the term of a director in Class II shall
expire two (2) years after the classification becomes effective and the term of
a director in Class III shall expire three (3) years after the classification
becomes effective. The Board designated the directors of the indicated classes,
as follows:
The Class I directors will be Paul Baldwin and James Ratigan, and their terms
will expire at the annual meeting of stockholders to be held in 2022;
The Class II directors will be Mark E. Romano and Kathleen Hanrahan, and their
terms will expire at the annual meeting of stockholders to be held in 2023; and
The Class III director will be Terrence DeFranco, and his term will expire at
the annual meeting of stockholders to be held in 2024.
Except as otherwise disclosed in this current report on Form 8-K, there are no
arrangements or understandings between Kathleen Hanrahan, Paul Baldwin, James
Ratigan, Mark E. Romano and any other person pursuant to which any of them was
appointed as a director. In addition, there are no family relationships between
any of Ms. Kathleen Hanrahan, Mr. Baldwin, Mr. Ratigan, or Mr.Romano and any of
the Company's other officers or directors. Further, except as otherwise
disclosed in this current report on Form 8-K, there are no transactions since
the beginning of the Company's last fiscal year, or any currently proposed
transaction, in which the Company is a participant, the amount involved exceeds
$120,000, and in which any of Ms. Hanrahan, Mr.Baldwin, Mr.Ratigan, or Mr.
Romano had, or will have, a direct or indirect material interest.
While the Company is not currently subject to listing requirements of any
national securities exchange that has requirements that a majority of the board
of directors be "independent, " nevertheless, the Board has determined that all
of our directors, other than Mr. DeFranco qualify as "independent" directors as
this term is defined by Nasdaq Listing Rule 5605(a)(2), which provides that a
director will only qualify as an "independent director" if, in the opinion of
the Board, that person does not have a relationship that would interfere with
the exercise of independent judgment in carrying out the responsibilities of a
director.
A description of each director's background and experience is as follows:
Kathy Hanrahan, 57, has served as Chief Financial Officer of Red Mountain Weight
Loss since December of 2019. In 2010, Ms. Hanrahan established her own
management consulting firm, New Horizons Management Consulting, focusing on
providing financial, operational, and strategic support to growing organizations
within the State of Arizona. From 1996 to 2010, Ms. Hanrahan was employed by
TASER International Inc., now AXON, serving in several executive positions,
including Chief Executive Officer and Co-Chairperson for the TASER Foundation
for Fallen Officers, from 2008 to 2010, President and Chief Operating Officer
from 2006 to 2008 and Chief Financial Officer taking the Company public in 2001.
She served as a director of several profit and non-profit public and private
companies from 2011 to 2019, also serving on audit, nominating and compensation
committees. Specifically, from November 2017 until May 2019, Ms. Hanrahan served
as a director, as well as a member of Audit, Governance and Compensation
Committee of AMMO, Inc. (POWW), a public company which shares of common stock
were previously traded on OTCQB, and currently are being traded on The Nasdaq
Stock Market LLC. From December 2011 to May 2017, she served as a director and a
member of Compensation & Governance Committee of Guardian 8 Holdings, Inc., a
public company (OTCQB:GRDH). From 2016 and 2018, Mr. Hanrahan served as a
director of the two private companies: Maria Shireen and SentrySix Defense. Ms.
Hanrahan attended Arizona State University. We believe that Ms. Hanrahan will be
a valuable addition to the Board based upon her significant executive leadership
experience.
Paul Baldwin, 57, brings more than30 years of executive leadership experience in
the insurance risk management/reinsurance industry. Specifically, he has
consulted to Fortune 500, middle-market and international companies in multiple
industry sectors to identify and improve operational efficiency, sales growth,
business strategy and execution. He is serving a Vice President for NFP
Insurance, a $1.3bn global insurance broker, the position he held since 2018.
During 2003-2011, Mr. Baldwin served as several leadership roles for Wells
Fargo, including Regional Director for the Southwest and Executive Vice
President and COO for American E&S providing direction and overall strategy that
achieved tremendous growth in business development, transformation, and
integration nationally. He also held executive roles at Huntington Insurance as
part of Huntington Bank, serving as the President and CEO of Huntington
Insurance from 2011 to 2016. Prior to that, between 1990 and 2003, Mr. Baldwin
served in leadership, business development, sales and consulting roles for Aon
PLC, Federated Insurance and Zurich North America. We believe Mr. Baldwin is
qualified to serve on our Board based on extensive executive leadership
experience in the insurance and management/reinsurance and industry, as well as
his deep understanding of balance sheet improvement, risk mitigation, financial
planning, mergers and acquisitions and business development.
Mark Romano, 61, brings over 37 years of technical, program, and general
business management experience. He has broad experience with government and
commercial contracting, owned and successfully operated commercial businesses,
and is well versed in all aspects of business performance. From 2018 until 2021
Mr. Romano has served as Sr. Director at L3Harris Technologies Inc. where he is
responsible for P&L of large government programs in the Wireless Products Group
BU and has Senior Leadership accountability for business strategy and execution
across the $2B+ Business Segment. Between 2013 and 2018, Mr. Romano was Sr.
Product manager for L3Harris's commercial geospatial division. From 1994-2013,
Mr. Romano owned and divested 2 International commercial geospatial companies
serving in Vice President and CTO capacities. Mr. Romano graduated Keene State
College in 1984, specializing in in Electrical Engineering, and is a subject
matter expert with extensive worldwide published peer reviewed papers,
textbooks, and journals including extensive participation in his industry as a
keynote speaker. We believe that Mr. Romano is highly qualified to serve on our
Board based upon his unique combination of extensive wireless (technical),
commercial (entrepreneurial) and business management experience with in-depth
knowledge of hardware/software engineering.
James (Jim) Ratigan, 52, is a senior investment banker, specializing in
providing strategic and capital markets advice, and mergers and acquisitions
(M&A) execution for nearly thirty years. Since September 2016, Mr. Ratigan is
serving as a Senior Managing Director and Head of M&A in Leerink Partners (now
SVB Leerink), where he is focusing on building the firms' advisory presence.
From 2009 to 2016 he served as a Senior Managing Director, the Head of Americas
M&A and member of the Global M&A Leadership team at Deutsche Bank. Prior to
joining Deutsche Bank, from 1991 to 2009, Mr. Ratigan worked at Merrill Lynch in
New York.Throughout his career, he has worked on hundreds of public and private
deals across a broad range of industries, regions, and types of strategic
advisory assignments. Mr. Ratigan graduated with honors in 1991 from Brown
University. The Board believes that Mr. Ratigan extensive experience in merger
and acquisitions, working in public and private deals across a broad range of
industries, regions, and types of strategic advisory assignments, will make him
a valuable addition to the Board.
Item 7.01 Regulation FD Disclosure.
On July 6, 2021, the Company issued a press release reporting the appointments
of Kathleen Hanrahan, Paul Baldwin, James Ratigan, and Mark E. Romano as members
of the Board. The text of the press release is furnished as Exhibit 99.1 and
incorporated herein by reference.
The information in this Item 7.01 of this current report on Form 8-K, including
Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed"
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), nor shall it be deemed incorporated by reference
in any of the Company's filings under the Securities Act of 1933, as amended
(the "Securities Act"), or the Exchange Act, whether made before or after the
date hereof, except as shall be expressly set forth by specific reference to
this current report on Form 8-K in such filing.
Cautionary Statements
This filing includes "forward-looking statements." All statements other than
statements of historical facts included or incorporated herein may constitute
forward-looking statements. Actual results could vary significantly from those
expressed or implied in such statements and are subject to a number of risks and
uncertainties. Although the Company believes that the expectations reflected in
the forward-looking statements are reasonable, the Company can give no assurance
that such expectations will prove to be correct. The forward-looking statements
involve risks and uncertainties that affect the Company's operations, financial
performance, and other factors as discussed in the Company's filings with the
Securities and Exchange Commission ("SEC"). Among the factors that could cause
results to differ materially are those risks discussed in the periodic reports
the Company files with the SEC. You are urged to carefully review and consider
the cautionary statements and other disclosures made in those filings,
specifically those under the heading "Risk Factors." The Company does not
undertake any duty to update any forward-looking statement except as required by
law.
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