8-K: Current report filing
Published on May 9, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 6, 2024, our Board of Directors and the Nominating and Governance Committee of the Board approved the following cash and equity compensation to the independent members of the Board for our 2025 fiscal year, which commenced May 1, 2024, and our 2026 fiscal year:
| Director | Additional Roles |
Base Annual Compensation $ |
Additional Annual Compensation for Committee Leadership $ |
Additional Annual Compensation for Special Committee Work $ |
Total Annual Cash Compensation $(1) |
Annual RSU Awards | Additional Annual RSU Awards for Special Committee Work | Total Annual RSU Awards (2) |
| Joseph Friedman | Lead Director | 50,000 | 25,000 | 20,000 | 95,000 | 75,000 | 10,000 | 85,000 |
| Nicholas Liuzza, Jr. | Chair, Comp. Committee | 50,000 | 10,000 | - | 60,000 | 75,000 | - | 75,000 |
| Paul Funk, II(3) | Chair, Nominating and Governance Committee | 50,000 | 10,000 | - | 60,000 | 75,000 | - | 75,000 |
| Christopher Moe | Chair, Audit Committee | 50,000 | 20,000 | 20,000 | 90,000 | 75,000 | 10,000 | 85,000 |
(1) Cash compensation shall be paid in 12 equal monthly installments, due in arrears on the 7th of each calendar month.
(2) RSU Awards for two (2) years, totaling double the numbers shown in this column, shall be awarded on the effective date of this grant. All RSU Awards shall vest in their entirety on the two-year anniversary of the grant. RSUs shall be granted under the Corporation’s 2019 Equity Incentive Plan and shall feature customary vesting acceleration terms in the even of death, disability, or change in control of the Corporation.
(3) Mr. Funk shall also receive prorated compensation for his service on the Board of Directors from March 12, 2024 through April 30, 2024.
Section 8 – Other Events
Item 8.01 Other Events
On May 6, 2024, our Board of Directors appointed Paul Funk, II to serve as the new Chair of the Nominating and Governance Committee of the Board.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RED CAT HOLDINGS, INC. | |||
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| Dated: May 9, 2024 | By: | /s/ Jeffrey M. Thompson | |
| Name: Jeffrey M. Thompson | |||
| Title: Chief Executive Officer | |||