Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 1, 2016, the Board increased the size of the Company's Board, appointing Chad Olsen and David Hall as members of the Board, pending effectiveness of the Registration Statement. Upon such effectiveness, Mr. Olsen and Mr. Hall will serve until the next annual election of directors and until their successors are duly elected and shall qualify. It is intended for Mr. Olsen to act as chair of the Company's newly established audit committee and for Mr. Hall to act as chair of the Company's newly formed Governance and Nominating Committee.
Additionally, upon the effectiveness of the Registration Statement, the Board has appointed current Board member Robert Welgos to serve as chair of the Compensation Committee.
There is no arrangement or understanding between Mr. Olsen or Mr. Hall and any other person pursuant to which they were selected as a directors. There have been no transactions and are no currently proposed transactions in which the Company was or is to be a participant and the amount involved exceeds the lesser of $120,000 or 1% of the average of the Company's total assets at year-end for the last two completed fiscal years, and in which Mr. Olsen or Mr. Hall had or will have a direct or indirect material interest.
As new members of the Board, Mr. Olsen and Mr. Hall will be entitled to receive the same compensation provided to the Company's other non-employee directors. Such directors receive $2,500 a month for their service in such capacity.
The Board has determined that Mr. Olsen and Mr. Hall qualify as independent directors under the rules of The Nasdaq Stock Market.
Below is a description of Mr. Olsen's and Mr. Hall's professional work experience.
Chad Olsen, age 45, Director
Since May 2016, Mr. Olsen has served as the Chief Financial Officer and Chief Operating Officer of Search Group Partners, Inc., a premier recruiting firm that offers professional talent acquisition and consulting services to both local and nation-wide searches with its headquarters located in Salt Lake City, Utah. Previously, he provided accounting and consulting services as the founder and president of Acreal, LLC from May 2014 to May 2016. Prior to Acreal, he served for four years as Chief Financial Officer for Track Group, Inc. from January 2010 to May 2014, which provided electronic monitoring services as a lower-cost alternative to incarceration. Previous to his appointment as CFO, he served as Track Group's corporate controller from September 2001 to January 2010. Additionally, he served as Track Group's corporate secretary from January 2010 to November 2011. From 1997 to 2001, Mr. Olsen worked at Kartchner and Purser, P.C., a certified public accounting firm in performing tax, auditing, and business advisory services. From 1992 to 1996, Mr. Olsen worked in the banking industry with Universal Community Credit Union where he supervised teller and member services employees.
Mr. Olsen received a Bachelor of Science Degree in Accounting from Brigham Young University.
David Hall, age 48, Director
Mr. Hall is the founder and President of HSA Health Insurance Company (a.k.a HSA Heath Plan), a health insurance company that offers HSA based health plans exclusively to the fully insured group market and the self-funded group market. Prior to HSA Heath Plan, in 2003 Mr. Hall co-founded HealthEquity, Inc. (NASDAQ: HQY), a leader in the Consumer Directed Healthcare space HealthEquity with over $4 billion of assets under management and over 2.2 million HSAs. Prior to co-founding HealthEquity, Mr. Hall worked with Peppers & Rogers Group, a firm specializing in Customer Relationship Management strategy from May 2000 through January 2003. In addition to these business ventures, Mr. Hall served as President from May 1999 to May 2000 of TimeMarker, Inc., a company that helped other businesses leverage the Internet to sell their time-perishable inventory using a proprietary wireless exchange platform. Prior to this, he worked for Ernst and Young in their Strategic Advisory Services group from May 1997 through May 1999.
Mr. Hall received a master of business administration from Brigham Young University and a bachelor's in English from Weber State University.