|
|
Item 5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
|
Officers
After
the effective time of the Merger on September 9, 2021, the Company’s Board appointed the following individuals as officers
of the Company, each of whom held the same position with AIU.
James
T. Walesa – Chairman and Chief Executive Officer
Mr.
Walesa has been appointed as the Chairman of the Board of Directors and Chief Executive Officer the Company.
Mr.
Walesa served as the Chairman of AIU’s board of directors and its Chief Executive Officer since its formation. Mr. Walesa has been
part of the managers or otherwise active in the business of AIU and its predecessors, including each of its investments in non-core assets
and MCA and has been the principal that has developed the longevity care and wellness strategy and all aspects of AIU’s business,
including raising capital for AIU and its predecessor. Mr. Walesa has more than three decades of experience in financial services with
an emphasis on the real estate, energy and care and wellness industries. In 1988, Mr. Walesa founded the Asset Management & Protection
Corporation (AMPC), where he currently serves as its Principal, a position he has held since 1988. AMPC currently manages over $500 million
in investor assets. Walesa and AMPC clients provide startup capital for energy and real estate related companies. Since September 4,
2019, Mr. Walesa has been a registered representative with Arkadios Capital LLC, an SEC full service broker dealer, resident in their
office in Park Ridge, Illinois. He has several licenses in the securities industry, including the Series 24, 26, SIE, Series 7, Series
22, Series 6 and the Series 65 and Series 63. Prior to being with Arkadios Capital, since November 2000 to September 2019, Mr. Walesa
was a registered representative with Triad Advisors, Inc., an SEC registered broker dealer that is owned by Ladenburg Thalmann Financial
Services, Inc. Mr. Walesa has provided services related to tax free 1031 real estate exchanges for the prior 12 years. Mr. Walesa started
his career as a registered representative for First Investors (FIC) where he became the youngest Vice President in firm history at age
26. Mr. Walesa previously served on the advisory board of Nasdaq-traded Bank Financial Corp. (Nasdaq: BFIN) and currently serves as a
member of the board of directors of Gadsden Properties, Inc. (OTC: GADS), and the chairman of the board of Citadel Exploration, Inc.
(OTCM: COIL) and a member of the board of directors of SitePro, a private company. He was the Chicago chairman for the National Multiple
Sclerosis Society and is a member of the Alzheimer’s Alois Society in recognition of his leadership and support of the Alzheimer’s
Association to prevent and cure dementia related disease. Mr. Walesa received a B.S. in Business Administration from Rockford University.
Mr. Walesa was selected to serve on the board of GPI due to his expertise in the real estate industry and his investment and capital
market experience. Mr. Walesa was a director and officer of AIU when its subsidiary filed for bankruptcy protection during July 2019,
which is described under Section “Description of Business—Clearday—Legal Proceedings” in the Registration
Statement, which is incorporated herein by reference.
Clearday
believes that Mr. Walesa’s knowledge of the business of Clearday, including his relationship with the AIU stockholders, his negotiation
of the merger agreement and his knowledge of the longevity care and wellness market qualify him to serve as the Chairman of the board
of directors of the Company.
BJ
Parrish – Chief Operating Officer
Mr.
Parrish has served as a member of AIU’s board of directors and its Chief Operating Officer since its formation. Mr. Parrish has
served as the Chief Financial Officer and Secretary of Cibolo Creek Partners, LLC, a Delaware limited liability company, (“Cibolo
Creek”), since 2005 and a Director since 2013 and, in such capacity, was integral to the investment and operations of the businesses
that were acquired by AIU. Mr. Parrish is responsible for the financial management of Cibolo Creek and the investments of which it serves
as general partner or manager. Mr. Parrish is also instrumental in the raising of capital through both the equity and debt markets for
all of Cibolo Creek’s investment ventures. Prior to Cibolo Creek, Mr. Parrish served as the Vice President of Cibolo Creek’s
predecessor company, Midland Red Oak Realty Inc. where he was involved in the formation of a $100 million credit facility, as well the
acquisition and disposition of over $200 million worth of commercial real estate assets across the Southwest United States. Prior to
Midland Red Oak Realty Inc., Mr. Parrish was a financial analyst and a manager of investor relations with Southwest Royalties, Inc.,
a privately held oil and gas exploration and production company. Mr. Parrish received a B.B.A. in finance and an M.B.A., both from the
University of Texas Permian Basin. Mr. Parrish is also the Interim Chief Executive Officer and a member of the board of directors of
Gadsden Properties, Inc. (OTC: GADS). Mr. Parrish was selected to serve on the board of GPI due to his expertise in the real estate industry
and his investment and capital market experience. Mr. Parrish was a director and officer of AIU when its subsidiary filed for bankruptcy
protection during July 2019, which is described under “Description of Business—Clearday—Legal Proceedings”,
which is incorporated herein by reference.
Clearday
believes that Mr. Parrish’s knowledge of the business of AIU, and his knowledge of the longevity care and wellness market as well
as his leadership in the sale of the non-core assets qualify him to serve as an executive of Clearday.
Linda
L. Carrasco—President Memory Care America LLC
Ms.
Carrasco has served as the President of MCA, AIU’s residential memory care facility business, since July 2019, when she was promoted
to that position from the Executive Director of the MCA’s Westover Hills, Texas facility, a position she held since June, 2015.
Prior to joining AIU, Ms. Carrasco was the Executive Director—Sales specialist of Emeritus Senior Living in San Antonio, Texas
and Oklahoma. Ms. Carrasco has more than 35 years of experience in skilled care residential facilities, including a license social worker
(LBSW) for Town and Country Manor Nursing and Rehabilitation from 2010 to 2011, and Executive Director and Marketing Director of Asista
Corporation from 1998 to 2010, and Manager and Regional Manager of Texas and Arizona of Southwest Health Management from 1994 to 1998.
Ms. Carrasco holds a B.S. from Southwest Texas State University and holds the Assisted Living / Personal Care Management Certificate
License, the Texas State Board of Social Workers Examiners Licensed Baccalaureate and is a Certified/Qualified Activities Director.
Clearday
believes that Ms. Carrasco’s knowledge of the residential care and longevity care and wellness market as well as her knowledge
of the applicable state regulations qualify her to serve as an executive of Clearday.
Randall
Hawkins—Executive Vice President—Chief Financial Officer
Randall
Hawkins joined AIU as its Chief Financial Officer on September 1, 2020. In such office, he is responsible for all financial, human
relations and computer technology functions and also will lead AIU’s investor relations activities. Mr. Hawkins is an
experienced leader with strong finance and strategic planning skills and has worked with several companies ranging from start-ups to
a Fortune 100 publicly-traded company with significant international business activities. From November 2014 to May 2020, Hawkins
was director of finance for BioMedical Enterprises, Inc. which was acquired by the DePuy Synthes medical device division of Johnson
& Johnson. From August 2007 to November 2014, he was in the publishing industry with GlobalSCAPE, Inc. in San Antonio, Texas and
during that time he was also the director of finance with Keystone Directories LLC, a capital investment firm portfolio company that
publishes yellow pages directories in the United States. From August 2001 to April 2005, he served as CFO of Programming Concepts
Inc. which developed educational programs for students with learning differences through 6 million catalogs mailed to teachers. He
served previously as an international finance officer for Cooper Industries, Inc., a Fortune 100 multinational manufacturing
conglomerate. Mr. Hawkins also is a certified public accountant (CPA) in Texas and a certified management accountant (CMA). He
started his career in “Big 8” accounting firms: Ernst & Young and Arthur Andersen Systems Consulting from 8/1987 to
1/1992. He has a BBA in accounting and an MBA, both from Baylor University.
Clearday
believes that Mr. Hawkin’s knowledge of accounting, finance and human resource issues and professional certifications qualify him
to serve as an executive of Clearday.
Richard
M. Morris—Executive Vice President, General Counsel
Richard
M. Morris has served as AIU’s Executive Vice President and General Counsel since January 1, 2020. Mr. Morris has been practicing
attorney since 1990, including being a Corporate partner with Herrick, Feinstein LLP, New York from 2002 to 2018 where he focused on
securities and other regulatory matters; and as Corporate partner with Allegaert Berger & Vogel LLP, New York, New York, since November
2018 to January 2020. In such positions with law firms, Mr. Morris was AIU’s primary corporate and transaction counsel. While serving
as AIU’s General Counsel since January, 2020, Mr. Morris continues to practice law as a partner of Wilson Williams LLC, a corporate
transaction boutique firm in its New York City office. Prior to becoming a lawyer, Mr. Morris was an auditor with the Commodities Exchange,
Inc. in New York and later focused on operations and financial management at Kidder Peabody & Co. He also was the U.S. Audit Manager
for the financial division for a diversified Australian company. Mr. Morris has a B.S. in Accounting from New York University (1982)
and a J.D. from Fordham University School of Law (1990), with bar admissions in New York and Connecticut.
Clearday
believes that Mr. Morris’ knowledge of legal and regulatory issues as well as corporate governance matters qualify him to serve
as an executive of Clearday.
Gary
Sawina—Executive Vice President—Director of Real Estate Operations
Mr.
Sawina has served AIU as its Executive Vice President and Director of Real Estate since April 2011 and in such capacity is the officer
that oversees all aspects of the development of AIU’s real estate including the renovation of 8800 Village Drive, the design and
build out spaces for AIU’s Adult Day Care centers and management of all of AIU’s MCA and hotel facilities. Mr. Sawina has
directly overseen the management of numerous new construction projects ranging from $42 million to $500 million in capital expenditures.
In response to the pandemic, Mr. Sawina designed retro-fits for the hotel properties so that rooms may be efficiently converted to negative
pressure rooms. Mr. Sawina is a Las Vegas native and has had a career in gaming and hospitality of more than 40 years with senior positions.
He held several gaming licenses, including Level 1 Gaming License—Nevada from 1990 to 2000; Level 1 Gaming License—Louisiana
from 2002 to 2004; Level 1 Gaming License—Indiana from 2004 to 2010; and Owner’s Liquor License—Clark County, Nevada
from 1999 to 2001. Mr. Sawina holds his B.S. in Business and Hotel Administration from University of Nevada, Las Vegas (1979).
Clearday
believes that Mr. Sawina’s knowledge of real estate and insurance issues qualify him to serve as an executive of Clearday.
Employment
Agreements
As
of the date of this report, Clearday does not have any written employment agreements with any of its executive officers other than Mr.
Hawkins.
Mr.
Hawkins’ employment agreement is dated September 1, 2020 and provides for the following.
|
|
●
|
Appointment
as Clearday’s Executive Vice President, Chief Financial Officer who reports to the Chief Executive Officer and Chief Operating
Officer of Clearday;
|
|
|
|
|
|
|
●
|
Employment
at will upon 60 days’ notice subject to immediate termination by Clearday for “Cause” as defined in the employment
agreement or by Mr. Hawkins for “Good Reason” as defined in the employment agreement;
|
|
|
|
|
|
|
●
|
A
base salary of $160,000 per annum;
|
|
|
|
|
|
|
●
|
An
equity based compensation bonus of $125,000 of options to purchase shares of Superconductor common stock under its equity incentive
stock option plan which shall vest as follows: $50,000 of such options will vest at the end of one year of employment or September
1, 2021 and the remaining amount will vest equally in four (4) annual installments in arrears. In the event that the proposed merger
with Superconductor is not consummated, then Mr. Hawkins will receive a similar option grant on the date that Clearday becomes a
public reporting company as determined in good faith by the Compensation Committee;
|
|
|
|
|
|
|
●
|
Employment
benefits that are provided to the Clearday executives, generally;
|
|
|
|
|
|
|
●
|
Additional compensation in
the event of termination of employment other than for Cause or Good Reason or upon Mr. Hawkins’ death or disability, that equal
to salary continuation for a period that is generally extended for senior executives of Clearday;
|
|
|
|
|
|
|
●
|
Customary
covenants regarding the protection of confidential information the assignment of all intellectual property or inventions developed
by Mr. Hawkins during his employment term and a covenant to not compete with business of Clearday during his employment term and
for one year thereafter; and
|
|
|
|
|
|
|
●
|
Other
customary provisions.
|
The
foregoing description of Mr. Hawkins’ employment agreement is a summary only, is not intended to be complete, and is qualified
in its entirety by reference to the full text of such agreement, which is filed as an exhibit to this Current Report on Form 8-K.
Directors
In
accordance with the Merger Agreement, on closing date of the Merger,
effective immediately prior to the effective
time of the Merger, each of the Superconductor directors other than Jeffrey Quiram, resigned and Mr. Quiram then appointed the following
directors to the class of directors and then Mr. Quiram resigned as a director of Clearday. None of these resignations were the result
of any disagreements with Clearday relating to Clearday operations,
policies or practices:
Members
of the Board of Directors of Clearday as of the Effective Time of the Merger:
|
Class
1
|
|
Elizabeth
M. Caveness and
Jeffrey
W. Coleman
|
|
Term
expires at the next succeeding annual meeting after the Closing Date of the merger
|
|
|
|
|
|
|
|
Class
2
|
|
BJ
Parrish and Alan Channing
|
|
Term
expires at the second succeeding annual meeting after the Closing Date of the merger
|
|
|
|
|
|
|
|
Class
3
|
|
James
T. Walesa and Robert J. Watson, Jr.
|
|
Term
expires at the third succeeding annual meeting after the Closing Date of the merger
|
Alan
H. Channing
Alan
Channing became the principal officer of Channing Consulting Group, LLC following his retirement as President and CEO of the Sinai Health
System, Chicago, Illinois, in 2014, a role he held for ten years. Sinai Health System, a safety net provider, is an integrated delivery
system located on Chicago’s west side. Under Mr. Channing’s leadership, Sinai achieved national recognition for clinical
quality, community engagement and benefit, addressing disparities and creating the concept of “pre-primary” care. Mr. Channing
has been the CEO of several large teaching hospitals including Wishard Memorial in Indianapolis, Elmhurst Hospital Center in Queens,
New York, and the renowned Bellevue Hospital Center in Manhattan. Channing has served as a resource to the Ohio Hospital Association,
the Cleveland Center for Health Affairs, Greater New York Hospital Association and the Hospital Association of New York State. He has
testified before the US Congress, the Ohio Senate, and both houses of the Illinois legislature. He served as chairman of the Illinois
Hospital Association during a challenging legislative year and as board chairman of Family Health Network, a Medicaid man- aged care
company. He serves as an advisor to several healthcare organizations including: AVIA Health which focuses on digital transformation for
health care providers; 330 Partners which advises Federally Qualified Healthcare Clinics (FQHCs) on strategy, partnerships, and operations;
and Genesis Orthopedics & Sports Medicine, a Chicago based orthopedic practice. Mr. Channing is active in many charities. He is a
member of the Board of Directors of Medical Home Network (MHN), a not-for-profit collaborative that unites provider communities and diverse
healthcare entities around a common goal: to redesign healthcare delivery and transform the way care is managed at the practice level.
MHN began by focusing on Maternal and Child Health on the West and South Sides of Chicago. From October 2015 to present is an Algebra
and Trig tutor with the New York City Public Schools. Mr. Channing graduated in 1968 with a B.S. Engineering /Industrial Management from
the University of Cincinnati and in 2001 with a M.S. in Hospital Management from The Ohio State University where he retains an assistant
professorship.
Clearday
believes that Mr. Channing’s experience and knowledge of approximately five decades in sophisticated hospital systems including
his knowledge of the longevity care and wellness qualify him to serve as a member of the board of directors of the combined company.
Elizabeth
M. Caveness
Beth
Caveness, in 2001, founded Village Pharmacy of Hampstead Inc., an independent pharmacy located in Hampstead, North Carolina. She grew
the business to four pharmacies and sold three to a pharmacy chain or other pharmacists. Dr. Caveness is active in advocacy and works
on a state and national level to improve pharmacy. She is a member of National Community Pharmacists Association (“NCPA”),
North Carolina Association of Pharmacists and Community Pharmacy Enhanced Services Networks and serves on the Independent Pharmacy Network
committee of NCPA and will serve on the board of its political action committee. Dr. Caveness received her B.S. Biochemistry from North
Carolina State University in 1986, a B.S. Pharmacy from the University of North Carolina at Chapel Hill in 1990 and her PharmD. from
the University of North Carolina at Chapel Hill in 2005.
Clearday
believes that Dr. Caveness’ experience as a pharmacist of almost 35 years and her knowledge and advocacy of the evolutions in the
businesses that provide pharmaceuticals, nutraceuticals and related products in the longevity care and wellness industry qualify her
to serve as a member of the board of directors of the combined company.
Jeffrey
A. Coleman
Jeffrey
A. Coleman is an attorney with 20 years’ experience in litigation and transactional work with a focus on elder and geriatric issues.
This work has seen him represent an array of clients in his field, including professional fiduciaries, businesses, lenders, and individuals.
He has also represented businesses as general counsel, including work as general counsel for a publicly traded company, Citadel Exploration,
Inc. In his role as general counsel, he was responsible for risk analysis, negotiation, solving operational challenges, and successfully-completing
acquisitions and divestitures. Mr. Coleman graduated from the University of California at Santa Barbara with high honors in 1997, and
received a J.D. from Fordham University School of Law in 2000.
Clearday
believes that Mr. Coleman’s experience, including his role as the general counsel of a public company, an almost 20 years of legal
experience qualify him to serve as a member of the board of directors of the combined company.
James
T. Walesa.
Mr.
Walesa’s biographical information is provided above.
Robert
J. Watson, Jr.
Robert
Watson, since February 2017, has been the Chief Executive Officer of Pass Creek Resources, LLC, a privately owned oil and gas exploration
and production company that is headquartered in San Antonio, Texas. From December 2010 to February 2017, Mr. Watson served as President,
Chief Executive Officer, Secretary, and Director of EnerJex Resources, Inc. (“EnerJex”) (NYSEMKT: ENRJ) a public company
that acquires, develops, explores and produces domestic onshore oil and gas properties. At Pass Creek Resources, and while at EnerJex,
Mr. Watson managed all aspects of the business, including asset opportunity evaluation and strategy implementation, evaluation of multiple
strategic corporate opportunities. At EnerJex, Mr. Watson’s experience also included execution of non-core asset divestitures,
and the execution of multiple private and public market financings and various other public market transactions. Prior to EnerJex, in
2008, Mr. Watson founded Black Sable Energy, LLC to generate and develop conventional tight oil reservoirs in South Texas with a focus
on driving economics with completion technology. In 2006, Mr. Watson founded Centerra Energy Partners which pursued natural gas prospects
in the gulf coast region of South Texas. Prior to his career in the oil and gas industries, Mr. Watson worked in the private equity and
investment banking businesses. From 2000 to 2006, Mr. Watson was a Senior Associate at American Capital, (“ACAS”) (Nasdaq:
ACAS), a publicly traded private equity firm and global asset manager with more than $75 billion of total assets under management. While
at ACAS, Mr. Watson participated in the execution and management of 12 different debt and equity investments totaling $200 million of
invested capital. ACAS increased its assets under management from $600 million to $6 billion during Mr. Watson’s tenure. Mr. Watson
served as a director on the board of Network for Medical Communications and Research, LLC and Consolidated Utility Services, Inc. while
at ACAS. Mr. Watson began his career in the Energy Investment Banking Group at CIBC World Markets in Houston. Mr. Watson received his
B.B.A in 1999 from Southern Methodist University with a concentration in finance. Mr. Watson is active in the San Antonio community and
is a member of the Texas Cavaliers, a San Antonio charity that supports children through numerous programs and events.
Clearday
believes that Mr. Watson’s knowledge of the public company businesses including his supervision and oversight of SEC reporting
and financial management and internal controls qualify him to serve as a member of the board of directors of the combined company.
Certain
Director Relationships
There
are no family relationships among Clearday’s directors and executive officers. The individuals that have been elected to the directors
or officers of Clearday have the following inter-related commercial relationships.
Mr.
Parrish and Mr. Walesa
Mr.
Parrish is an officer and a Director of Cibolo Creek, a private company, which has a beneficial ownership of investments in Citadel Exploration,
Inc. (“Citadel”), a public company at which Mr. Walesa is the Chairman and has a beneficial ownership; and Gadsden Properties,
Inc. (“Gadsden”), a public company at which Mr. Parrish and Mr. Walesa are directors. Mr. Walesa also has an investment interest
in Cibolo Creek.
Mr.
Parrish and Mr. Watson
Cibolo
Creek also has a beneficial ownership in Pass Creek Resources, LLC, a private company at which Mr. Watson is the founder and CEO.
Mr.
Walesa and Dr. Caveness
Mr.
Walesa and Dr. Caveness are investors and members in the private company that owns Beacon Building, a medical office building in Hampstead,
NC.
Mr.
Coleman and Mr. Walesa
Mr.
Coleman is a member of the law firm that provides services as the general counsel of Citadel.
In
connection with the resignations and appointments of the directors referred to above, the Board has effected certain changes to the composition
of various Board committees. Effective the Effective Time of the Merger, the composition of each of the Board’s standing committees
is as follows:
|
Audit
Committee
|
|
Compensation
Committee
|
|
Corporate
Governance & Nominating Committee
|
|
Robert
J. Watson, Jr. **^
|
|
Alan
Channing *
|
|
Alan
Channing *^
|
|
Alan
Channing *
|
|
Elizabeth
M. Caveness *^
|
|
Elizabeth
M. Caveness *
|
|
Jeffrey
W. Coleman *
|
|
|
|
Jeffrey
W. Coleman *
|
|
*
|
Is
an independent director under the rules of the SEC and the listing standards.
|
|
**
|
Clearday
has determined that Robert J. Watson, Jr. is an “audit committee financial expert”
as defined by the SEC regulations.
|
|
^
|
Chair
of such Committee
|
