Item 5.02 Departure of Directors or Principal Executive Officers; Election
of Directors; Appointment of Principal Officers
On January 28, 2021, Pacific Health Care Organization, Inc. (the "Company")
announced that Kristina Kubota, age 36, has been appointed as Chief Financial
Officer of the Company, effective January 29, 2020. Ms. Kubota will succeed
Fred Odaka who will resign as Chief Financial Officer of the Company, effective
January 29, 2020 and will retire from full-time employment with the Company.
Mr. Odaka will continue to consult with the Company in an advisory capacity on
an as-needed basis.
Ms. Kubota has served as the Company's controller since November 2017. From
January 2014 to November 2017, she served as a Quality Assurance Auditor for the
Company. Ms. Kubota has also been a member of the Company's Board of Directors
(the "Board") since February 2018 and will continue to serve on the Board. Ms.
Kubota is the daughter of Tom Kubota, the Company's Chief Executive Officer,
President and Chairman of the Board. She is also the sister of Lauren Kubota,
who also serves on the Company's Board. Ms. Kubota is not currently, nor has
she in the past five years been, a nominee or director of any other SEC
registrant. Other than in her employment capacity as Controller of the Company
and as a member of the Board, Ms. Kubota has not engaged in any transactions
with the Company since the beginning of its last fiscal year, nor are there any
currently proposed transactions between the Company and Ms. Kubota, other than
her compensation as an employee and Board member, that were or will be in excess
of $120,000.
In connection with Ms. Kubota's appointment as Chief Financial Officer, she will
receive an initial base salary of $115,000. She will be eligible to receive
equity incentive compensation if, when and in such amounts as may be determined
by the Company's Board. She will be entitled to participate in all benefit
programs available to other full-time employees of the Company, such as, health
care benefits, including medical, vision and dental insurance, subject to
certain deductibles and co-payments and paid time off ("PTO"), which includes
vacation, sick leave and other out-of-the-office time and is accrued and paid in
accordance with the Company's PTO policy. The Company may also provide group
life and disability insurance to Ms. Kubota so long as she is eligible to
participate in such programs. So long as she meets the eligibility
requirements, Ms. Kubota will also be eligible to participate in the Company's
401(k)-profit sharing plan. Pursuant to the plan, the Company may make
discretionary matching contributions and/or discretionary profit-sharing
contributions to the plan. All such contributions must comply with federal
pension laws, non-discrimination requirements and the terms of the plan. In
determining whether to make a discretionary contribution, the Board would
evaluate current and future prospects and management's desire to reward and
retain employees and attract new employees. To date, the Company has have never
made matching contributions and/or discretionary profit-sharing contributions to
any plan. As a member of the Board, Ms. Kubota will also continue to be
eligible to receive standard fees paid to Board members, including a fee for
each Board meeting attended.
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