Inc. (NASDAQ:INCR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 3, 2019, Drew Freeman submitted his resignation, to be effective September 3, 2019, as Director of Net Element, Inc. (the “Company”), due to personal reasons and not over any disagreement with the Board of Directors or the Company’s management. Mr. Freeman has served on the Board of Directors of the Company since May 21, 2014. After his resignation, Mr. Freeman will, via his consulting company, serve the Company as a management advisory consultant through October 1, 2019.
Effective September 3, 2019, the Board of Directors of the Company appointed Mr. John Wiegand as a Director of the Company to fill the vacancy from Mr. Freeman’s resignation. John Wiegand, who is 62 years old, is an accomplished industry veteran with more than 20 years of experience in the merchant services and merchant lending industry. He is currently the President of Merchant Growth Capital, LLC (“MGC”), a small business and merchant-based finance lender. He previously founded and sold a credit card terminal leasing company to CIT in 2002, and was a founding director of Payment Express Systems, which was acquired in 2012 by Priority Payment Systems. Immediately prior to MGC, John was an officer and shareholder of Merchants Capital Access, LLC, which was acquired in 2014 by private equity firm Angelo, Gordon and Co. John is a CPA, and he earned his B.S. in Accounting degree in 1979 from St. Joseph’s University in Philadelphia and an MBA in Finance degree in 1982 from St. Joseph’s University in Philadelphia. He is a member of the board of Educational Impact, LLC, a leading provider of online video content for secondary education professional development.
The Board of Directors of the Company concluded that Mr. Wiegand should serve as a Director of the Company in light of his experience in the merchant services and merchant lending industry. Mr. Wiegand was also appointed to serve as a member of the Company’s Audit Committee, Nominating and Corporate Governance Committee and as member and chair of the Compensation Committee. The Company’s Board of Directors determined that Mr. Wiegand is an independent director for purposes of the rules and regulations of the Securities and Exchange Commission and under the applicable NASDAQ listing standards, and that he has the other qualifications required for service on the Company’s Audit Committee.
There have been no related party transactions between the Company and Mr. Wiegand, and there were no arrangements or understandings between Mr. Wiegand and any other person to which he was selected as a director.
As a member of the Company’s Audit Committee, Mr. Wiegand will receive an annual retainer of $5,000. As a member of the Company’s Nominating and Corporate Governance Committee, Mr. Wiegand will receive an annual retainer of $2,500. As a Chairman of the Company’s Compensation Committee, Mr. Wiegand will receive an annual retainer of $15,000. Mr. Wiegand will also receive a grant of 15,000 shares of the Company’s common stock per year (pro-rated for any partial calendar year for which he serves), which shares will vest on a quarterly basis during the year of service. The Company will also reimburse Mr. Wiegand for all reasonable out-of-pocket expenses incurred in connection with his attendance at meetings of the Board of Directors and any committees thereof, including, without limitation, travel, lodging and meal expenses.
About Inc. (NASDAQ:INCR)
INC Research Holdings, Inc. is a global contract research organization (CRO). The Company is focused on Phase I to Phase IV clinical development services for the biopharmaceutical and medical device industries. The Company operates through two segments: Clinical Development Services and Phase I Services. The Company’s Clinical Development Services segment offers all clinical development services, including full-service global studies, as well as ancillary services, such as clinical monitoring, investigator recruitment, patient recruitment, data management, study reports to assist customers with their drug development process, quality assurance audits and specialized consulting services. The Company’s Phase I Services segment focuses on clinical development services for Phase I trials, which include scientific exploratory medicine, first-in-human studies through proof-of-concept stages and support for Phase I studies in established compounds.
