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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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On September 26,
2019, the Board of Directors (the “Board”) of Dynasil Corporation of America (“Dynasil” or the “Company”)
appointed Holly A. Hicks Chief Financial Officer for the Company.
Ms. Hicks, 37,
a Certified Public Accountant and Master Analyst of Financial Forensics, has served as Corporate Controller for the Company since
January of 2015. Additionally, Ms. Hicks brings over fifteen years of extensive accounting and assurance experience to her new
position. Prior to joining Dynasil, Ms. Hicks served as Director of Assurance and Consulting for Cordua, Pastore & Associates
of Cherry Hill, NJ. She also served as an Accounting Supervisor at Haefele, Flanagan & Co. Ms. Hicks has a B.S. in Business
Administration from Bloomsburg University.
On September 27, 2019, Dynasil and Ms.
Hicks entered into an Employment Letter (the “Employment Letter”), which provides that she will assume the role of
Chief Financial Officer on October 1, 2019 (the “Start Date”). Under the Employment Letter, Ms. Hicks will earn an
annual base salary of $185,000, which is subject to periodic review and adjustment. For each fiscal year during her employment,
Ms. Hicks will be eligible to earn an annual cash performance bonus of up to thirty (30%) percent of her then current base salary
under terms and conditions to be determined by the Chief Executive Officer and approved by the Board.
On or near the Start Date, Ms. Hicks will
be granted a restricted stock award of 35,000 shares of the Company’s common stock. This grant will vest three years from
the Start Date, provided, that Ms. Hicks is employed with the Company continuously through the applicable vesting date.
Ms. Hick’s employment is at-will.
If Ms. Hicks is terminated without “cause” (as such term is defined in the Employment Letter), she will be entitled
to a severance payment of six months of base salary, subject to her executing a general release in favor of the Company.
The foregoing description of the Employment
Letter is qualified in its entirety by reference to the complete text of the Employment Letter filed as Exhibit 10.1 to this Form
8-K, which is incorporated herein by reference.
Ms. Hicks succeeds Mr. Robert Bowdring
in the position of Chief Financial Officer. On October 1, 2019, Mr. Bowdring will assume the new role of Vice President of Financial
Integration at the Company.
On September 26,
2019, Dynasil’s Board, in a further effort to curtail spending, reduced the number of members of their Board from seven to
six, resulting in Mr. Alan Levine’s departure from the Dynasil Board, effective September 30, 2019. This move is a further
effort to avoid the substantial cost and expense of being a public reporting company and to focus the Company’s resources
on enhancing long-term stockholder value, an effort begun with the Company’s voluntary delisting of its common stock from
The Nasdaq Stock Market (“Nasdaq”) on August 19, 2019.
For more information
regarding the Company’s delisting transaction, please refer to the definitive proxy statement on Schedule 14A filed with
the SEC on June 25, 2019.
Additionally,
in light of the Company’s departure from Nasdaq and subsequent limited trading on the OTC Pink Sheets, the Board voted to
remove the equity component of the directors’ compensation. The directors will henceforth be paid in cash payments.
