Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 19, 2022, pursuant to the proxy agreement (as such agreement may be
amended, restated, modified or supplemented from time to time, the "Proxy
Agreement"), by and between the Company, the proxy holders, Leonardo US Holding
Inc. ("US Holding"), Leonardo - Societa per azioni and the United States
Department of Defense, US Holding:(i) extended the term of, and reappointed, Mr.
David W. Carey and (ii) appointed Dr. Louis R. Brothers, each as a proxy holder
director to the Board of Directors of the Company (the "Board"). Each
appointment is effective January 1, 2023.
Dr. Brothers was appointed to replace Mr. Peter A. Marino as a proxy holder
director of the Board, whose term is due to expire on December 31, 2022 at which
point he will cease to be a proxy holder director. The Company would like to
formally extend its gratitude to Mr. Marino for his service and contributions to
the Company and the Board.
Mr. Carey's term as a proxy holder director was due to expire on December 31,
2022. The Board reappointed each of Mr. Carey and appointed Dr. Brothers as a
Class C Proxy Holder to hold such office until December 31, 2025 or their
earlier resignation or removal.
Mr. Carey will continue to serve on the Company's Audit Committee, Nominating
and Corporate Governance Committee and as Chair of the Company's Government
Security Committee. The Board appointed Dr. Brothers to the Company's Government
Security Committee and Audit Committee, effective January 1, 2023.
Concurrently, effective January 1, 2023, the Board appointed Ms. Frances F.
Townsend to serve as Lead Outside Director of the Board until earlier
resignation or removal, replacing Mr. Carey in such function.
Dr. Louis R. Brothers
Dr. Reginald Brothers has served as Operating Partner at AE Industrial since
2022. Prior to joining AE Industrial from June 2020, Dr. Brothers served as the
CEO of BigBear.ai which brings together leading-edge data management, analytics,
artificial intelligence, cloud technologies, cybersecurity and computer network
operations to deliver advanced decision support solutions to government and
business leaders. Dr. Brothers was also the Chief Executive Officer at NuWave
Solutions from June 2020 until its merger with PCI. From 2018 to 2020 Dr.
Brothers served as the Executive Vice President and Chief Technology Officer of
Peraton and from 2017 to 2018 was a Principal with the Chertoff Group.
Prior to that, he served as Under Secretary for Science and Technology at the
U.S. Department of Homeland Security, having been confirmed by the U.S. Senate
in April 2014. In this role he was responsible for a science and technology
portfolio that included basic and applied research, development, demonstration,
testing and evaluation with the purpose of helping DHS operational elements and
the nation's first responders achieve their mission objectives. From 2011 to
2014, Dr. Brothers served as Deputy Assistant Secretary of Defense for Research
at the Department of Defense. In this position, he was responsible for policy
and oversight of the Department's science and technology programs and
laboratories. He held senior roles at the Defense Advanced Research Projects
Agency, BAE Systems, Draper Laboratory, Envoy Networks and MIT Lincoln
Laboratory. Dr. Brothers has been awarded five patents and the Office of the
Secretary of Defense Medal for Exceptional Public Service.
Dr. Brothers currently serves on the Board of Directors of AE Industrial
portfolio companies: American Pacific Corporation and Redwire. Dr. Brothers is
also a member of the Department of the Air Force Science Advisory Board, a
Distinguished Fellow of the Georgetown University Center for Security and
Emerging Technology, a member of the MIT Lincoln Laboratory Advisory Board, a
member of the MIT Visiting Committee for Sponsored Research and a Trustee of
Riverside Research. Dr. Brothers received a bachelor of science degree in
electrical engineering from Tufts University, a master of science degree in
electrical engineering from Southern Methodist University, and a doctoral degree
in electrical engineering and computer science from the Massachusetts Institute
of Technology. Dr. Brothers provides invaluable guidance to the Board through
his over 25 years of experience in the defense, government services and
technology industries.
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There are no arrangements or understandings between Mr. Carey, Dr. Brothers or
any other person pursuant to which they were selected as proxy holder directors.
Directors will receive compensation under the Company's director compensation
program. The Company is party to director indemnification agreements with Mr.
Carey and Dr. Brothers, substantially in the form filed as Exhibit 10.15 of the
Company's Registration Statement on Form S-1 filed on February 26, 2021.
Additionally, as proxy holder directors, each of Mr. Carey and Dr. Brothers is
or will become on effectiveness of his appointment a party to the Proxy
Agreement. Other than pursuant to the Proxy Agreement, none of Mr. Carey or Dr.
Brothers, nor any of their immediate family members, is a party, either directly
or indirectly, to any transaction that is required to be reported pursuant to
Item 404(a) of Regulation S-K.
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