Kaleyra, Inc. appointed Emilio Hirsch, Ph.D., as a Class I member of the Board effective February 10, 2020, to fill the vacancy on the Board resulting from the resignation of Mr. Simone Fubini as set forth below and to serve until the Company's 2020 annual meeting of shareholders and until his successor is duly elected and qualified. The Board determined that Dr. Hirsch is “independent” pursuant to the applicable rules and regulations of the SEC and the New York Stock Exchange. In addition, Dr. Hirsch has been appointed a member of the Nominating and Governance Committee.

Dr. Hirsch has been since 2005 a Full Professor of Experimental Biology at the Medical School of the University of Torino, Italy, and the author of over two hundred and fifty publications. He is also an entrepreneur and has been attending board meetings of Kaleya, S.p.A., the Company's wholly owned operating subsidiary, for the last four years and has great familiarity with the Company as a result. Effective February 10, 2020, Simone Fubini resigned as a Class I member of the Board of Directors of the Company due to personal health reasons.

Mr. Fubini's decision to resign from the Board was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Following the resignation of Mr. Fubini and the appointment of Dr. Hirsch, Mr. John Mikulsky, an existing member of the Nominating and Governance Committee has been appointed as its Chairman. Mr. Matteo Lodrini has been appointed to replace Mr. Fubini on the Compensation Committee.

As previously disclosed by the Company in its Current Report on Form 8-K as filed with the SEC on December 16, 2019 in the section entitled “Chief Financial Officer Transition” (the “CFO Transition 8-K”), Mr. Giacomo Dall'Aglio was appointed by the Board as the Company's Executive Vice President, Acting Chief Financial Officer and Principal Accounting Officer. On February 10, 2020, the Board appointed Mr. Dall'Aglio as the Company's permanent Chief Financial Officer, and he remains Executive Vice President and Principal Accounting Officer. The compensation for Mr. Dall'Aglio remains unchanged from the previous disclosure in the CFO Transition 8-K.