Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Change of Position of Chairman and Chief Executive
P. Kasper Jakobsen, the Chairman of the Board of PMV Consumer Acquisition Corp.
(the "Company"), will change his role in the continuing enterprise to one of
"Director" within the reconstituted Company's Board of Directors (the "Board"),
effective August 25, 2022. Mr. Jakobsen, who is based in Dubai, continues to
bring considerable executive consumer experience to the Company, including
extensive relationships in the Asia Pacific region.
Election of Chairman
The Board ratified the appointment of Marc Gabelli as Chairman of the Board and
Co-Chief Executive Officer of the Company, effective August 25, 2022. Mr.
Gabelli is the President of GGCP, Inc. the parent company of Associated Capital
Group, Inc. (NYSE: AC), which formed the Company's sponsor, PMV Consumer
Acquisition Holding Company, LLC. Mr. Gabelli served as President of AC from its
formation until November 2016 and has served as a director since May 2017. With
this appointment and those of the other officers identified below, the
continuing Company will have substantially all of its management team
concentrated in the greater New York area.
Mr. Gabelli also served as a director of GAMCO Investors, Inc. from November
2014 until May 2016. Mr. Gabelli has served as President of GGCP since 1999 and
as a director since 1994. Mr. Gabelli has been Chairman of Teton Advisers, Inc.
(OTC: TETA) since January 2018 and LGL Group, Inc. (NYSE American: LGL) since
2017, and Chair of Gabelli Merger Plus+ Trust PLC (LSE: GMP) since 2017. Mr.
Gabelli also has been Co-Chief Executive Officer of Gabelli Securities
International Ltd. since 1994, Managing Partner of Horizon Research of New Delhi
India since 2012, and Director and Managing Partner of Swiss based GGCP and GAMA
Funds Holdings GmbH since 2010. He also has been Chair and Chief Executive of
Gabelli & Partners Italia S.r.L. and Gabelli Value for Italy S.p.A., a Milan
stock exchange listed special purpose acquisition corporation, since 2018. Mr.
Gabelli served as Chief Executive Officer, Chairman and as a director of LGL
Systems Acquisition Corp. ("LGL SPAC"), a special purpose acquisition
corporation listed on the NYSE, from September 2019 until August 2021 (the close
of LGL SPAC's business combination with IronNet, Inc.). As a fund manager since
1990, Mr. Gabelli's focus is global value investments with portfolio assignments
including alternative and traditional asset management. He manages alternative
investment portfolios and investment companies trading on the London Stock
Exchange. He has managed several Morningstar five star mutual funds and a Lipper
#1 ranked global equity mutual fund. In corporate matters, he has assisted on
group restructurings, including GAMCO's initial public offering and the
subsequent formation of AC. He built the hedge fund platform of AC's
wholly-owned subsidiary, Gabelli & Partners, LLC, and expanded the business
internationally, opening the GAMCO London and Tokyo offices. In 2001, he also
formed and served as General Partner of OpNet Partners, a Gabelli venture
capital fund focused on optical networking technologies. He is also a Director
of LICT Corporation (OTC: LICT). Mr. Gabelli is active in a variety of
charitable educational efforts in the United States, Europe and the United
Kingdom. Mr. Gabelli began his career in equity research and arbitrage for
Lehman Brothers International. He is a member of the New York Society of
Security Analysts. He received an M.B.A. from the Massachusetts Institute of
Technology and is a graduate of Harvard University, with a Master's degree in
Government, and Boston College, with a Bachelor's degree in economics. Mr.
Gabelli brings to the Board his management skills and expertise in finance,
investment and merger and acquisition matters.
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Appointment of Certain Officers
The Board ratified the appointment of Robert LaPenta, Jr. as Co-Chief Executive
Officer of the Company, effective August 25, 2022. Mr. LaPenta has an extensive
career spanning over 30 years in finance, accounting, consulting, capital
markets origination, equity trading, asset allocation and mergers and
acquisitions and has been active in transaction sourcing, processing and
execution. Mr. LaPenta began his career as a Senior Associate at Coopers &
Lybrand as a CPA responsible for managing audits, consulting, M&A due diligence
and special project engagements for multiple clients in various industries. Mr.
LaPenta transitioned full time into the investment banking sector spending the
next 13 years focused on trading and capital market activities culminating in
the role of Managing Director and Co-head of Equity Trading at Bank of America
Securities, LLC where he managed the firm's equity capital commitment,
proprietary trading, secondary offerings and risk management within cash
trading. In 2007, Mr. LaPenta joined L-1 Identity Solutions, Inc. as Vice
President of Mergers and Acquisitions and Corporate Strategy. Mr. LaPenta
managed the firms M&A processes from sourcing, structuring, valuation, diligence
and financing of multiple transactions with the most notable being the
negotiation of the $1.6 billion sale of L-1 to Safran and BAE Systems. Following
the sale of L-1, Mr. LaPenta became a Partner of Aston Capital an alternative
asset management firm of the LaPenta family office and co-founded the Boundary
Group, an investment partnership focused on private investments in the
aerospace, defense, and intelligence markets. Mr. LaPenta has previously served
on the boards of directors of Revolution Lighting Technologies, Inc. (until
2016), an LED lighting and control solutions company, TherapeuticsMD (Nasdaq:
TXMD), a women's healthcare product provider, The Radiant Group, a provider of
geospatial analytics to the U.S Intelligence community (now part of Nasdaq:
MAXR), AFIX Technologies, a provider of biometric solutions for governments and
civil agencies, is currently a board member of LGL Group, Inc. (NYSE American:
LGL), a board observer of ARKA, a provider of satellite data processing and
related critical technologies to the U.S. Government and Intelligence Agencies
and sits as an Audit Committee member for St. David's School New York City. Mr.
LaPenta is also a member of the board of directors of IronNet, Inc., a global
leader in cybersecurity, since August 2021. Prior to that, he served as Co-Chief
Executive Officer and Chief Financial Officer of LGL SPAC from March 2021 to
August 2021 (the close of LGL SPAC's business combination with IronNet, Inc.),
and from September 2019 to March 2021 as Executive Vice President and Chief
Financial Officer. Mr. LaPenta graduated from Boston College with a Bachelor's
degree in Accounting and Finance and has been a registered CPA (inactive) in the
State of New York.
The Board ratified the appointment of Timothy Foufas as Co-President and
Secretary of the Company, effective August 25, 2022. He has served as the
Managing Partner of Plato Foufas & Co., LLC, a financial services company, since
2005. Mr. Foufas served as Chief Executive Officer for LGL SPAC from September
2019 to September 2019, and as Vice President and Chief Operating Officer from
September 2019 to August 2021 (the close of LGL SPAC's business combination with
IronNet, Inc.). In addition, Mr. Foufas served as President of Levalon
Properties, LLC, a real estate property management company, from 2007 to June
2018. Previously, Mr. Foufas served as Senior Vice President of Bayshore
Management Co., LLC, a real estate property management company, from 2005 to
2006. Prior to joining Bayshore Management Co., LLC, he was the Director of
Investments at Liam Ventures Inc., a private equity investment firm, from 2000
to 2005. Mr. Foufas has also served on the Board of Directors for LGL Group,
Inc. (NYSE American: LGL), a leader in the design and manufacture of customized
electronic components used primarily to control the frequency or timing of
electronic signals in communication systems, since 2007.
The Board ratified the appointment of Nathan Miller as Chief Financial Officer
of the Company, effective August 25, 2022. Mr. Miller has worked in
institutional investment management for more than 20 years and has served as a
partner and portfolio manager at Emles Advisors LLC, an asset manager founded in
2018, since 2020. In 2012, Mr. Miller launched NGM Asset Management to combine
passive, positive carry, high quality securities with opportunistic active
management, and has served as its Chief Investment Officer since 2012. From 2011
to 2012, Mr. Miller managed an equity long/short portfolio at Citadel Investment
Group in New York. From 2009 to 2011, Mr. Miller was Co-Head of Equity
Long/Short Desk at RBC Capital Markets, with a focus on Industrials and
Cyclicals. He also oversaw risk management and the structure of eleven different
investment teams across all sectors for the $2 billion fund. From 2003 to 2009,
Mr. Miller served as an Aerospace & Defense, Industrials & Cyclicals and
Multi-Industry analyst at SAC Capital, where he managed a carve-out of a larger
$1 billion Industrials portfolio. From 2000 to 2003, Mr. Miller served as a
home-building, building materials and retail analyst for Goldman Sachs.
Mr. Miller graduated from The Johns Hopkins University with a Bachelor's degree
in Biomedical Engineering and Electrical & Computer Engineering,
a Bachelor's degree in Economics and a Minor in Entrepreneurship & Management.
The Board ratified the continued service of Joseph Gabelli as Co-President of
the Company, effective August 25, 2022.
John N. Givissis will continue as Senior Vice President and Chief Accounting
Officer of the Company.
Departure of Directors or Certain Officers
Douglas R. Jamieson, the Non-Executive Co-Chairman of the Board, and Mr. Peter
D. Goldstein, Executive Vice President of the Company, each notified the Company
of his intention to resign his position with the Company, effective August 25,
2022, in order to more fully pursue other commitments. Each of Mr. Jamieson and
Mr. Goldstein has indicated that his resignation as an officer of the Company
was not the result of any disagreement with management or the Board.
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