UNAM Unico American Corp

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 9, 2021, the Board of the Company appointed Ms. Johnson to the Board. Ms. Johnson’s term as director will expire at the next Annual Meeting of Stockholders and thereafter until either her successor has been duly elected and qualified, or until her earlier death, resignation or removal.

Ms. Johnson, 61, is a forensic accountant and expert witness, with over 30 years of accounting and finance experience. Currently, Ms. Johnson is a Vice President of Forensic Accounting & Economics with J.S. Held LLC, where she specializes in fraud investigations, partnership disputes, business valuations, civil and criminal litigation support, estate and trust accounting analysis and family law. In addition, Ms. Johnson is currently an adjunct university professor at California State University, San Bernardino, the University of Redlands, University of California, Riverside, Cal Poly Pomona and California State University Long Beach, where she teaches fraud, forensic accounting, auditing, upper division accounting and ethics. Ms. Johnson also serves as an expert witness and provides litigation support services for law firms. From October 2017 to, December 2021, Ms. Johnson was the President and CEO for CPA Forensics Plus, Inc. (“Forensics Plus”), where she operated her own CPA Firm specializing in forensic accounting and tax. Prior to being appointed as President and CEO of Forensics Plus, Ms. Johnson was a Partner at Forensics Plus from April 2013 to September 2017. Ms. Johnson earned her Bachelor’s degree in Business and Accounting from the University of Texas-Arlington. She also holds a Masters of Business Administration from the Pepperdine Graziadio Business School.

The Board determined that Ms. Johnson is an “independent director” under rule 5605(a)(2) of the Nasdaq listing standards and under Rule 10A-3 under the Securities Exchange Act of 1934, as amended.

On December 9, 2021, Ms. Johnson was appointed as a member of the Company’s Audit Committee. The Board determined that Ms. Johnson meets the requirements for audit committee membership set forth in Rule 5605(c)(2)(A) of the Nasdaq listing standards, including with respect to the ability to read and understand fundamental financial statements, including a company’s balance sheet, income statement, and cash flow statement.

There are no arrangements or understandings between Ms. Johnson and any other person pursuant to which she was elected as a director. There are no transactions in which Ms. Johnson has an interest requiring disclosure under Item 404(a) of Regulation S-K of the Securities Act. Ms. Johnson will receive a compensation package customarily paid by the Company to non-employee directors serving in such capacity and indemnification applicable to all other non-employee directors.