Item 5.02 Departure of Directors or Certain
Officers: Election of Directors; Appointment of Certain Officer; Compensatory Arrangements of Certain Officers.
Appointment of New CFO
On October 5, 2020, Victor Lee resigned from
his position as the interim Chief Financial Officer of the Company. Mr. Lee continues to serve as Chief Executive Officer and a
director of the Company.
On October 5, 2020, the Company appointed Michael
Gilbreth to serve as the Chief Financial Officer of the Company effective October 5, 2020.
Mr. Gilbreth is a financial executive with
more than 15 years of experience in accounting and business management, consumer packaged goods, e-commerce, and financial consulting.
In April 2020, Mr. Gilbreth formed a financial consulting company, PVMG Advisors, Inc., which provides financial and business consulting
services. While at PVMG, Mr. Gilbreth provided consulting services to Crowdex in connection with Ascent Solar’s recent restructuring
and recapitalization process. Previously, from 2015 to January 2020, Mr. Gilbreth was Vice President of Finance at Candy Club Holding
Limited (ASX: CLB) headquartered in Los Angeles, California. Candy Club is a leading specialty market confectionery company which
operates in the business-to-business (B2B) and business-to-customer (B2C) segments in the United States. In this lead finance role
at Candy Club, Mr. Gilbreth supported the company’s capital raising activities, including a successful initial public offering
on the Australian Stock Exchange (ASX) in February 2019. From 2013 to 2015, Mr. Gilbreth operated Gilbreth Consulting, which provides
financial and operational management consulting services, and strategic and operational planning services. From 2010 to 2013, Mr.
Gilbreth was VP/Finance at MediaTrust, a performance marketing company based in southern California. From 2005 to 2010, Mr. Gilbreth
was a business manager at Duban Sattler and Associates LLP, a boutique tax accounting and business management firm based in southern
California which represents high net worth individuals.
The Company hired Mr. Gilbreth pursuant to
the terms of a letter agreement and a standard and customary confidentiality, non-competition, and non-solicitation agreement.
The letter agreement provides for at-will employment with an annual base salary of $165,000, and an annual discretionary bonus
of up to 60% of base salary.
Resignation of Director; Appointment of
New Directors
G. Thomas Marsh
In January 2020, G. Thomas Marsh resigned as
a director of the Company. Mr. Marsh’s resignation was not the result of any dispute or disagreement with the Company or
the Company’s Board of Directors on any matter relating to the operations, policies or practices of the Company.
David Peterson
The Company’s Board of Directors has
appointed David Peterson as a Class 3 director effective as of December 10, 2020. Mr. Peterson is currently the Manager of Crowdex
Investment, LLC. Crowdex is the Company’s controlling stockholder through its holdings of the recently issued shares of Series
1A Preferred Stock.
From April 2015 to present, Mr. Peterson has
worked for EPD Consultants, Inc., a privately held engineering firm headquartered in Carson, California, where he serves as Senior
Project Manager. From 2010 to 2015, Mr. Peterson was President and Co-Founder of Great Circle Industries, Inc., a water recycling
company in southern California. Previously, Mr. Peterson has worked in management and M&A consulting, and as a private equity
investor. Mr. Peterson has an MBA degree from the Marshall School of Business at the University of Southern California, and a B.A.
from the University of California, Santa Cruz.
Mr. Peterson and Mr. Gilbreth are cousins.
Will Clarke
The Company’s Board of Directors has
appointed Will Clarke as a Class 2 director effective as of December 10, 2020.
Since 2020, Mr. Clarke has been the Founder
and President of Clarke Growth and Sustainment Strategies, an advisory firm specializing in guiding startup companies’ business
expansion. From 2018 to 2020, Mr. Clarke was Head of Global Supply Chain Management and Technical Procurement for Atlas Airlines
Worldwide Holdings, Inc. (NASDAQ: AAWW), a leading global provider of outsourced aircraft and aviation operating services headquartered
in Purchase, NY. From 2015 to 2017, Mr. Clarke was Director of Procurement at Best Buy Co., Inc. (NYSE: BBY), a provider of technology
products, services and solutions to its customers through over 1,400 retail stores, and also through its websites and mobile applications.
Best Buy is headquartered in Richfield, MN and has operations in the United States, Canada and Mexico.
Prior to launching his second career in 2015,
Mr. Clarke served 25 years as an Officer in the U.S. Navy, where he completed 10 deployments in support of war and peacetime operations
on two aircraft carriers, one submarine, one warship and one on land. Mr. Clarke served in a number of senior finance, supply chain,
procurement and logistics assignments across East Africa, Asia/Pacific, and the United States while serving in the U.S. Navy, where
he attained the rank of Captain (O6). Mr. Clarke earned a B.S. in Mathematics from the U.S. Naval Academy, an M.S. in Finance and
Contracts Management from the Naval Postgraduate School and has completed the Executive Development Program at Wharton Business
School and the Corporate Governance Program at Columbia Business School.