FLUX POWER HOLDINGS, INC. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
New Director Appointment OnJanuary 14, 2022 , Board of Directors (the "Board") ofFlux Power Holdings, Inc. (the "Company") increased the number of directors on the Board from five (5) to six (6). Immediately thereafter, the Board appointed Ms. Cheemin Bo-Linn to the Company's Board. In addition,Ms. Bo-Linn was appointed as a member of the Company's Audit Committee, the Compensation Committee and theNominating and Corporate Governance Committee ("Committees"). The Board has determined thatMs. Bo-Linn satisfies the definition of "independent director" and the requirements for service on the Board's Committees under the NASDAQ listing standards. As a result ofMs. Bo-Linn's appointment on the Committees, each Committee now consists of four (4) independent directors. Below is a summary ofMs. Bo-Linn's experience. Cheemin Bo-Linn.Ms. Bo-Linn was appointed to the Board of Directors onJanuary 14, 2022 .Ms. Bo-Linn is presently the Chief Executive Officer ofPeritus Partners, Inc. , a global business valuation accelerator and information technology operations and consulting company sinceFebruary 2008 .Ms. Bo-Linn also currently serves as a director of Data I/O Corp (Nasdaq: DAIO), a manufacturer of programming and automated device handling systems for programmable integrated circuits and security software for consumer electronics, electric automotive, and medical sinceDecember 2021 , as director and audit chair of KORE Inc. (NYSE: KORE), a company specializing in wireless IoT Internet of Things ("IoT") connectivity technology sinceOctober 2021 , and as the lead independent director of Blackline Safety Corp., a Canadian public company (TSX: BLN) and global software-as-a-service (SaaS) leader in IoT connected worker technologies and gas detection sinceNovember 2020 . In addition,Ms. Bo-Linn has held various executive corporate positions and been elected to the board of directors of multiple private and midcap public companies in e-commerce retail, manufacturing and distribution, telecommunications, healthcare, software as a service software, and marketing. FromApril 2017 toJune 2021 , she served as a director and audit chair of Sphere 3D Corp (NASDAQ: ANY), a company delivering containerization, virtualization, and data management solutions. FromApril 2017 toOctober 2020 , she served as a director ofSNOMED International , an international non-profit organization that owns SNOMED CT, a leading clinical terminology used in electronic health records. FromMay 2019 toJanuary 2021 , she served as a director and Chair of the Technology committee ofBMC Stock Holdings, Inc. , a construction supply and e-commerce company.Ms. Bo-Linn holds a Doctor of Education in "Computer-based Management Information Systems and Organizational Change" from theUniversity of Houston . In connection withMs. Bo-Linn's appointment as a director of the Company, she will enter into the Company's standard form of indemnification agreement. Except as disclosed in this Current Report on Form 8-K, there are no arrangements or understandings with any other person pursuant to whichMs. Bo-Linn was appointed as a director of the Company. There are also no family relationships betweenMs. Bo-Linn and any of the Company's directors or executive officers. Except as disclosed in this Current Report on Form 8-K,Ms. Bo-Linn has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Bo-Linn will be eligible to receive the same compensation pursuant to the outside director compensation package approved by the Board onJanuary 14, 2022 , as disclosed below, which is in accordance with the Company's standard arrangements for non-employee directors. 2
A copy of the Company's press release announcing the appointment of
Non-Executive Director Compensation for 2022
OnJanuary 14, 2022 , pursuant to the recommendation and advice of theCompensation Committee of the Board of the Company, the Board approved the following annual compensation package for non-executive directors of the Company for calendar year 2022, fromJanuary 1, 2022 throughDecember 31, 2022 , as follows: Lead Independent Independent Non-Executive Base Retainer Chair Fee Director Name Director Position (cash) (cash) (cash)
Lisa Walters-Hoffert X Audit Chair$ 50,000 $ 7,500 $ - Dale Robinette X Compensation Chair$ 50,000 $ 5,000 $ 20,000 John A. Cosentino Jr. X Nominating Chair$ 50,000 $ 5,000 $ - Cheemin Bo-Linn X Board Member$ 50,000 $ - $ - Michael Johnson Board Member$ 50,000 $ - $ - Item 8.01. Other Events.
Amended Nominating and Corporate Governance Committee Charter
OnJanuary 14, 2022 , the Board approved amending the Nominating and Corporate Governance Committee Charter to reflect that theNominating and Corporate Governance Committee will consist of at least three (3) directors. The amended Nominating and Corporate Governance Charter is attached as Exhibit 99.2 to this Current Report on Form 8-K and is also posted on the Company's website www.fluxpower.com. The information in this Current Report on Form 8-K, including Item 8.01 and Exhibits 99.1 and 99.2 attached hereto, are furnished and shall not be deemed to be "filed" for any other purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
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