Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 15, 2022, Roland DiGassbaro resigned as a director of the Company, effective immediately. Mr. DiGassbaro’s resignation was not due to any disagreements between him and the Company on any matter relating to the Company’s operations, policies, or practices. Prior to his resignation, Mr. DiGassbaro served as Chairman of the Audit Committee of the Board and as a member of the Nominating and Corporate Governance Committee.
On April 21, 2022, the Board appointed Joseph Willett as a director of the Company, effective immediately, to fill the vacancy created by Mr. DiGassbaro’s resignation. Mr. Willett will serve as a Class II director for a term expiring at the Company’s 2022 annual meeting of stockholders or upon his earlier death, resignation, or removal. Mr. Willett has over 25 years of experience in financial and executive management. He is the former chief operating officer of Merrill Lynch Europe, Middle East & Africa, responsible for the firm's business activities in those regions, including private client, institutional investor, investment banking, securities trading, and asset management. Prior to that, he served as senior vice president and chief financial officer of Merrill Lynch & Co., Inc., responsible for the company's audit, controller, tax, credit, investor relations, and treasury functions. Prior to joining Merrill Lynch, Mr. Willett served six years with Chase Manhattan Bank, where he was vice president in the Chase financial policy division. Since 2002, he has served as a director of the Marsico Investment Fund and chair of its audit committee.
Mr. Willett will receive compensation consistent with his service as a non-employee director. There are no arrangements or understandings between Mr. Willett and any other person pursuant which he was appointed as a director. Additionally, there are no family relationships between Mr. Willett and any director or executive officer of the Company, and Mr. Willett has no direct or indirect material interest in any related party transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. The Board has affirmatively determined that Mr. Willett is an independent director under the applicable listing standards of NASDAQ. Mr. Willett was also appointed to be Chairman of the Company’s audit committee.
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