Item 3.03. Material Modification to Rights of Security Holders.
On January 17, 2022, the Board of Directors ("Board") of CEA Industries Inc.
("Company") modified the by-laws of the Company to expand the Board to five
persons, thereby creating two vacancies.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 17, 2022 the Board modified the by-laws of the Company to expand the
Board to five persons, thereby creating two vacancies, which the Board then
filled by appointment of Messrs. Troy Reisner and Marion Mariathasan as
directors, to take effect immediately.
Troy Reisner, 55, is the CFO of Keystone Tower Systems, Inc., a technology
innovation and manufacturing company that is disrupting the commercial wind
tower industry by bringing automated manufacturing technology that will produce
towers 10x faster than current factories with technology that can be deployed
on-site. At Keystone, he leads the finance and accounting functions, including
capital raising and corporate governance matters, and serves as an executive
team member. Prior to joining Keystone, Mr. Reisner was a partner with Deloitte
from which he retired. He spent over 30 years advising public companies on
audit, accounting, M&A and SEC reporting matters in the St. Louis, Missouri, New
York, New York, and Denver, Colorado practices. Mr. Reisner brings significant
cumulative knowledge and expertise in accounting and auditing, including PCAOB
auditing standards, M&A transactions, financial due diligence, financial
reporting, including expertise in SEC rules, regulations & reporting, internal
controls over financial reporting, and capital market and corporate governance
experience and expertise.
Marion Mariathasan, 47, is the CEO and Co-Founder of Simplifya, the cannabis
industry's leading regulatory and operational compliance software platform. The
company's suite of products takes the guesswork out of confusing and continually
changing state and local regulations. Featuring SOPs, badge tracking, document
storage, tailored reporting and employee accountability features, the company's
Custom Audit software reduces the time clients spend on compliance by up to 45
percent. Marion is also a serial entrepreneur who has founded or advised
numerous startups. He is currently an investor in 22 domestic and international
companies that range from cannabis companies to dating apps - four of which he
serves as a board member. Marion studied Architecture and Computer Science at
the University of Kansas and Computer Information Systems with a minor in
Business Management from Emporia State University. Marion is a regular guest
speaker at events such as Denver Start-Up Week, Colorado University's program on
social entrepreneurship, various universities on the topic of entrepreneurship
and the United Nations Global Accelerator Initiative.
In connection with the appointment of Messrs. Reisner and Mariathasan, the Board
formed three committees, an audit committee, nominations committee and a
compensation committee.
Mr. Reisner was appointed to the audit committee, as the committee chair, along
with Messrs. Shipley and Etten.
Mr. Etten was appointed to the nominations committee, as the committee chair,
along with Mr. Mariathasan.
Mr. Shipley was appointed to the compensation committee, as the committee chair,
along with Mr. Reisner.
The Board determined that for regulatory compliance requirements, Mr. Reisner to
be financially literate and all of Messrs. Reisner, Etten, Shipley and
Mariathasan were independent directors.
Messrs. Reisner and Mariathasan were each granted restricted stock units of
252,525 shares of common stock to vest on the grant date and 252,525 shares of
common stock to vest on January 17, 2023, if the recipient remains in service as
an independent director of the Company on that date. Currently, the Company will
pay a cash fee of $15,000 per year and additional compensation for acting as a
committee chair. (See the 2022 director compensation plan).
The Board also adopted a revised director compensation plan, which is attached
hereto as Exhibit 99.1.
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