Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
In accordance with the Share Exchange Agreement, upon the completion of the Share Exchange on July 26, 2019, Peter Menikoff, Charles Dauber, J. Hoke Peacock, Neal Dikeman, and Edward Kuntz resigned from the Company’s board of directors, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
In accordance with the Share Exchange Agreement, upon the completion of the Share Exchange on July 26, 2019, Peter Menikoff resigned as Chairman and CEO of the Company and Don Boyd resigned as Chief Financial Officer of the Company.
(c)
On July 26, 2019, following completion of the Share Exchange, the Company’s board of directors appointed James Reddinger, James Aivalis, Will Crenshaw, Ben Broussard, Arthur G. Dauber, Mush Khan, Edward Kuntz and Peter Mitchell as additional directors to hold office until the next annual stockholders meeting and appointed the following as the sole officers of Company:
Name
Position
Casey Crenshaw
Executive
Chairman
Jim Reddinger
President and Chief Executive Officer
Andrew Puhala
Senior Vice President, Chief Financial Officer and Secretary
Casey Crenshaw is the son of Will Crenshaw. There are no other family relationships among any of the Company’s directors and executive officers.
The following is a biographical summary for James Reddinger who is the Company’s principal executive officer and Andrew Puhala who is the Company’s principal financial officer:
James Reddinger, age 48, has been the Chief Executive Officer of Stabilis LLC since November 2018. Mr. Reddinger has held various executive positions with Stabilis LLC, including Chief Financial Officer and Chief
Operating Officer from 2013 to 2018. Prior to joining Stabilis LLC, Mr. Reddinger was a private investor from 2010-2013. Mr. Reddinger was previously employed by UBS from 2004 to 2010 and Credit Suisse from 1998 to 2004. Mr. Reddinger holds an AB from Harvard University and an MBA from the JL Kellogg School of Management at Northwestern University.
Andrew Puhala, age 49, has been Chief Financial Officer of Stabilis LLC since November 2018 and VP of Finance for The Modern Group, Ltd since August 2017. From September 2015 to June 2017 he served as Chief Financial Officer of ERA Group Inc. (NYSE:ERA), a provider of helicopter transport services primarily to the energy industry. Mr. Puhala served as Chief Financial Officer of the Company from January 2013 to September
2015 and CFO of AccessESP from 2011- 2012. Mr. Puhala held a variety of senior financial roles at Baker Hughes, Inc. from 1996 - 2011 including VP finance- Middle East Region, Division Controller and Assista
nt Treasurer. Mr. Puhala is a Certified Public Accountant and received a BBA in Accounting and an MPA from the University of Texas at Austin.
(d)
The information set forth in Item 5.2(b) of this Current Report on Form 8-K with respect to the appointment of directors to the Company’s board of directors pursuant to and in accordance with the Share Exchange Agreement is incorporated by reference into this Item 5.02(d). The related party information required by Item 5.02(d) were previously filed with the SEC as part of the definitive proxy statement filed on June 13, 2019 and, pursuant to General Instruction B.3 of Form 8-K, are not required to be filed herewith.
Audit Committee
Following completion of the Share Exchange on July 26, 2019 directors Khan, Kuntz and Mitchell were appointed as the members of the Audit Committee of the board of directors, with Mr. Mitchell as the Chairman of the Audit Committee. The Company established the fee for service on the audit committee at the rate of $100,000 per year payable one-half in cash and one-half in common stock. The common stock portion of such fees is subject to approval of the stockholders of the Company.
Compensation Committee and Nominating and Corporate Governance Committee
The Company is no longer subject to the requirement that a majority of our directors be independent in accordance with the governance rules of The Nasdaq Stock Market LLC because we are a “controlled company” with more than 50% of the voting power for the election of directors being beneficially held by Casey Crenshaw. As a controlled company we will also be exempt from the Nasdaq governance requirements that (i) listed companies have compensation and nominating committees composed solely of independent directors, (ii) the compensation of executive officers be determined by a majority of the independent directors or a compensation committee composed solely of independent directors, and (iii) director nominees selected or recommended to the board of directors for selection, either by a majority of the independent directors, or a nominating committee composed solely of independent directors.
(e) James Reddinger and Andrew Puhala are employed by the Company’s wholly-owned subsidiary, Stabilis Energy LLC. Mr. Reddinger’s base salary is $500,000 per annum which will include compensation for his services to the Company as principal executive officer. Mr. Puhala currently receives a base salary of $300,000 per annum which includes his services to the Company as Chief Financial Officer.
Mr. Reddinger and Mr. Puhala will be entitled to participate in Stabilis LLC’s bonus plan for executive employees pursuant to which certain key employees of Stabilis LLC may receive a bonus upon the achievement of company performance goals.