Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 17, 2021, the Company's Board of Directors (the "Board") appointed S.
Mark Nicholls to serve as the Company's Chief Financial Officer effective
February 1, 2021. Prior to his appointment, Mr. Nicholls, age 54, served in
several tax, accounting, and financial management positions for over four (4)
years, including as Chief Financial Officer of Neora, LLC, a private,
multinational distributor of skin care products and nutritional supplements that
utilizes a multilevel marketing (MLM) model, and as Senior Tax Manager of Flour
Corporation, a publicly traded, multinational firm that specializes in large
engineering and construction projects. Mr. Nicholls' experience also includes
providing tax and accounting consulting services to several businesses,
including U.S. Concrete, Inc., a publicly traded manufacturer of ready-mixed
concrete and aggregate products. Prior to that, Mr. Nicholls held several
financial management positions, including, for over three (3) years, as Chief
Financial Officer of Mannatech Incorporated, a publicly traded, multinational
distributor of skin care products and nutritional supplements that utilizes a
multilevel marketing (MLM) model. Mr. Nicholls has over ten (10) years of public
accounting experience, including with the international accounting firms
PricewaterhouseCoopers and BDO Seidman. Mr. Nicholls is a Certified Public
Accountant and earned a graduate degree in Taxation and an undergraduate degree
in Finance, from the University of Texas at Arlington, Texas.
The Board has approved a compensation package for Mr. Nicholls consisting of an
Annual Base Salary of $230,000, and a multi-year equity-based compensation
award. The equity-based award consists of (a) a warrant to purchase up to
1,000,000 shares of the Company's common stock (the "Initial Warrants") and (b),
at each of the first two anniversaries of the Effective Date (each, an "Issuance
Anniversary Date"), a warrant to purchase up to 1,000,000 shares of the
Company's common stock (the "Subsequent Warrants"). The Initial Warrants vest 90
days after the Effective Date. Issuance of the Subsequent Warrants is contingent
on continuation of employment and the Subsequent Warrants vest at each
respective Issuance Anniversary Date. The Initial Warrants are exercisable at a
price per share equal to the average daily price of the Company's common stock
during the ten (10) trading days immediately following the Effective Date. The
Subsequent Warrants are exercisable at a price per share equal to the average
daily price of the Company's common stock during the ten (10) trading days
immediately preceding each respective Issuance Anniversary Date.
With respect to the disclosure required by Item 401(d) of Regulation S-K, there
are no family relationships between Mr. Nicholls and any director or executive
officer of the Company. With respect to the disclosure required by Item 404(a)
of Regulation S-K, there are no relationships or transactions between Mr.
Nicholls and the Company that would be required to be reported.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit Description
Number
1.1 Executive Employment Agreement by and between S. Mark Nicholls
and Sharing Services Global Corporation Effective February 1,
2021. *
* Included herewith
2
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