Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On March 24, 2023 Jeremie Peterkin tendered his resignation in writing
as Chief Financial Officer, Treasurer and Director of MBG Holdings, Inc. to the Company. The resignation as the Chief Financial Officer,
Treasurer, and Director was not the result of any disagreement with the Company on any matter relating to the Company’s operations,
policies or practices.
On March 24, 2023 Angela Paxton tendered her resignation in writing
as a Director of MBG Holdings, Inc. to the Company. The resignation as a Director was not the result of any disagreement with the Company
on any matters relating to the Company’s operation, policies or practices.
On March 29, 2023, the Board of MBG Holdings, Inc pursuant to its powers
under the Company’s bylaws, appointed Paul Twitchell and Jason Lohe as members of the Board, thereby making the Board membership
count five (5). Mr. Twitchell and Mr. Lohe will serve as directors until the next annual meeting of the Company’s stockholders,
at which time they will stand for election until the annual meeting of the Company’s stockholders following his or her election,
or his or her earlier resignation, retirement or other termination of service.
On March 29, 2023 the Board of MBG Holdings Inc, pursuant to its powers
under the Company’s bylaws appointed Paul Twitchell to the Compensation Committee of the Board and Audit Committee of the Board.
Paul Twitchell retired from Whiteboxadvisors in June 2021 where he
was Co- Chief Investment Officer. While there he developed several trading units and strategies and launched three very successful funds.
He started structured product trading where he oversaw both Whitebox’s long and short RMBS trades and moves into other areas of
structured products. He started and oversaw municipal bond trading where he oversaw the Puerto Rico restructuring. Prior to joining Whitebox,
Mr. Twitchell was employed at EBF & Associates for more than seven years where he managed a convertible bond portfolio. Mr. Twitchell
began his career with Cargill, Inc. in 1992 assisting the North American, European and Emerging Market trading desks. He spent time on
the mortgage desk and assisted in the development of the North American sovereign debt arbitrage desk with a focus on U.S. and Canadian
fixed income arbitrage. He received a BA in Elective Studies from St. Cloud University in 1995.
On March 29, 2023 the Board of MBG Holdings Inc, pursuant to its powers
under the Company’s bylaws appointed Jason Lohe to the Compensation Committee of the Board and Audit Committee of the Board.
Jason Lohe is an accomplished C-Level Executive, Entrepreneur and Board
Member with over 20 years of success with revenue generation and optimization, strategic planning, investment capital and structure, corporate
partnerships and marketing. Jason has over two decades of experience in both the sports and financial services industries, working for
JP Morgan, AIG, Morgan Stanley, Michael Jordan, Major League Soccer, Oakland A’s Baseball team and for Octagon Football Sports Agency.
In addition to co-founding an investment banking and merchant banking firm with a focus on MES, media, entertainment, and sports, and
facilitated the capital raise and sale of professional sports franchises. As the Head on N. America for United Cities, Jason is responsible
for projects in Canada, Mexico, and the United States, and sits on the Global Board and the board for the United Cities Funds. Recently
Jason was in Davos at the World Economic Forum through his work accelerating the United Nations 17 Sustainable Development Goals. As a
serial entrepreneur, Jason founded Gameplan Impact, Gameplan Sports and Entertainment, Revolutionary Sports, and Safeguard Financial and
Insurance Services an SEC registered RIA and insurance brokerage that focused on high net worth executives and professional athletes,
where he was one of only a few registered advisors with the NFL Players Association and worked with several professional athletes. Jason
attended the University of California Santa Barbara for Sports Management and received his B.S. from San Francisco State University in
Business Administration with a concentration in Management.
Mr. Twitchell and Mr. Lohe will be compensated for their services as
members of the Board. Pursuant to the compensation plan Mr. Twitchell and Mr. Lohe will be compensated $15,000 per quarter and are eligible
to receive up to 75,000 shares of common stock of the Company, (the “Common Stock”) under the 2022 Equity Incentive Plan.
There are no arrangements or understandings between Mr. Twitchell, Mr. Lohe, and any other persons pursuant to which they were named as
directors of the Company and Mr. Twitchell and Mr. Lohe are not party to any transaction, or series of transactions, required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
On March 29, 2023, the Board of MBG Holdings, Inc., pursuant to its
powers under the Company’s bylaws, appointed Samantha Sondrup as Chief Operational Officer of the Company to hold such office until
his successor shall have been duly elected and qualified or until her earlier death, resignation or removal in accordance with the Bylaws.
Mrs. Sondrup was employed with a tenure of 11 years by Goodman Solutions
as Chief of Staff. The company provided telecom and home services where in her role she provided support to the Executive staff in delegated
day to day items, department initiatives and in some cases leading entire departments. Using leadership and problem-solving skills to
determine and prioritize business strategy, establish department KPI’s and provide leaders with insightful recommendations; all
while maintaining Executive scheduling and providing meeting management for the company that had revenue in the amount of $725.1M and
over 1800 employees. Duties included M&A Activity, Proposal Creation, Bondholder Relations, meetings with Customers, Investors and
Bankers of the company. During her employment Mrs. Sondrup led the Contracts and Subcontract Department as Supply Chain Manager that was
responsible for contract management, subcontract sourcing, scorecard initiatives and procurement of over 1200 contractors and customers.
She then filled the role of Program Management for New Customer Implementation whereby she was responsible for the coordination and successful
implementation of new programs into the company which required strong understanding of department structures, interdepartmental dependencies,
system functionality with customers such as AT&T, LG, etc. She then led the Sales and Marketing team as Sr. Manager of Sales and Marketing
overseeing sales team, Bids and Proposals, Marketing and Company Communications with the largest project sale of recurring revenue around
$45M annually. Serving currently as SVP and Chief of Staff to MBGH and Chief Operating Officer of AMR Resources, LLC since March 10, 2022
appointed by resolution. Mrs. Sondrup has been responsible for coordination of the company’s acquisition activity, establishing
strategic growth initiatives and bridging those initiatives into the existing operational company. Mrs. Sondrup attended Chadron State
College for Family and Consumer Sciences graduating Magna Cum Laude and received her Master’s in Business Administration following.