Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of K.R. “Kaj” den Daas
On September 6, 2022, Energy Focus, Inc. (the “Company”) announced that its Board of Directors (the “Board”) had appointed K. R. “Kaj” den Daas as a director of the Company, effective September 4, 2022. The Board affirmatively determined that, at the time of his appointment, Mr. den Daas is an independent director under the corporate governance standards of the Nasdaq Stock Market LLC (“Nasdaq”).
Mr. den Daas, age 72, was Chief Executive Officer of Quality Light Source until March 2018. Mr. den Daas transitioned into a non-executive position in the holding company QL Light Source Company Hong Kong Ltd. (manufacturer and marketer of LED lamps) in April 2018. Mr. den Daas was previously Chief Executive Officer of TCP International Holdings, Ltd. from July 2015 to October 2016. Mr. den Daas retired in December 2009 as Executive Vice President of Philips Lighting B.V. of the Netherlands (manufacturer of lighting fixtures and related components) and Chairman of its North American Lighting Operations. Mr. den Daas was responsible for oversight of the manufacturing, distribution, sales and marketing of Philips products in the United States, Canada and Mexico, with prior Philips experience in the Asia Pacific area. Mr. den Daas is currently a director on the board of Valmont Industries, Inc., where he serves as the chair of the Audit Committee and a member of both the Nominating and Corporate Governance Committee and Environmental, Social and Governance Committee. Mr. den Daas previously served on the board of directors of Lighting Science Group Corp. Mr. den Daas has more than 45 years of international experience in the lighting industry.
Mr. den Daas was appointed to serve on the Audit and Finance Committee (the “Audit Committee”) of the Board, effective September 4, 2022.
Mr. den Daas will participate in the Company’s standard director compensation program for non-employee directors, which is described on page 37 of the Company’s Proxy Statement for its 2022 annual meeting of stockholders, which was filed with the Securities and Exchange Commission on April 13, 2022. There are no arrangements or understandings between Mr. den Daas and any other person pursuant to which he was selected as a director. There are no related persons transactions involving Mr. den Daas that would require disclosure pursuant to Item 404(a) of Regulation S-K.
Philip Politziner Retirement
On September 1, 2022, Philip Politziner, a member of the Board, provided his notice of retirement from the Board, effective September 1, 2022. Mr. Politziner’s term as a director would have otherwise expired at the 2023 annual meeting of stockholders of the Company. Mr. Politziner’s resignation did not involve any disagreement with the Company. Brian Lagarto, a current member of the Board, was appointed Chair of the Audit Committee following Mr. Politziner’s retirement, effective September 4, 2022. Following Mr. den Daas’ appointment to the Audit Committee, the Audit Committee consists of three independent directors in accordance with Nasdaq Listing Rule 5605, which requires that the Company’s Audit and Finance Committee be comprised of at least three directors, all of whom are independent pursuant to the rules of Nasdaq and applicable law.
A copy of the press release issued by the Company announcing the appointment of Mr. den Daas is attached as Exhibit 99.1 and is incorporated herein by reference.