Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Director
On January 20, 2023, via letter, Mr. B. Thomas Golisano informed the Board of
Directors (the "Board") of Twinlab Consolidated Holdings, Inc. ("the Company")
that he was resigning from the Board and the Board's Nominating/Corporate
Governance Committee and Compensation Committee, effective immediately. His
resignation is not a result of any disagreement with the Company.
Resignation of Chief Executive Officer and Director; Appointment of Interim
Chief Executive Officer
On January 26, 2023, Mr. Craig Fabel resigned from his position as Chief
Executive Officer of the Company and as a member of the Company's Board of
Directors, member of the Board's Audit Committee, and any and all other office
and director positions held with any of the Company's subsidiaries, effective
immediately. The Board of Directors of the Company unanimously accepted Mr.
Fabel's resignation and, on January 26, 2023, appointed Kyle Casey, the
Company's current Chief Financial Officer, as Interim Chief Executive Officer,
effective immediately. In his capacity as Interim Chief Executive Officer, Mr.
Casey will succeed Mr. Fabel as the principal executive officer of the Company,
while maintaining his position as the principal financial officer.
Mr. Casey, age 39, joined the Company in April 2019 and served as the Company's
Controller prior to his appointment as interim Chief Financial Officer of the
Company, effective October 8, 2019. He was appointed Chief Financial Officer on
January 13, 2020. Before joining the Company, Mr. Casey was with Gulfstream Park
Racetrack and Casino from December 2015 through November 2018, most recently
serving as the Vice President of Finance. Prior to his employment with
Gulfstream Park Racetrack and Casino, Mr. Casey served as Chief Auditing Officer
for the Florida Department of Business and Professional Regulation from March
2014 through December 2015. Mr. Casey holds a Bachelor of Science in Accounting
and Finance, as well as a Master of Science in Taxation, from Florida State
University. Mr. Casey is a licensed Certified Public Accountant.
There are no arrangements or understandings between Mr. Casey and any other
persons in connection with his appointment. There are no family relationships
between Mr. Casey and any director or executive officer of the Company, and Mr.
Casey is not a party to any transaction required to be disclosed pursuant to
Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended.
On January 26, 2023, at a special meeting of the Board of Directors of the
Company, the Board of Directors of the Company discussed the modification of Mr.
Casey's salary in recognition of his additional duties as Interim Chief
Executive Officer. The Company has not entered into an employment agreement with
Mr. Casey in his capacity as Interim Chief Executive Officer and Chief Financial
Officer, but the Board of Directors of the Company unanimously approved that his
compensation be modified so that, effective January 26, 2023, he will receive an
annual base salary of $345,000, until such time as a permanent Chief Executive
Officer is elected, at which time Mr. Casey's salary will revert to $290,000,
his prior salary as Chief Financial Officer.
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