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 April 8, 2022, The Marygold Companies, Inc.’s (the “Company” or “Marygold”) Board of Directors, upon approval from the Company’s Compensation Committee (“Compensation Committee”), approved: (i) employment agreements for each of Stuart Crumbaugh, David Neibert and Carolyn Yu (each an “Employment Agreement” and collectively, the “Employment Agreements”); and (ii) a one-time transaction bonus agreement for John Love (“Bonus Agreement”).
Stuart Crumbaugh – CFO
On April 18, 2022, the Company and Mr. Crumbaugh entered into an Employment Agreement providing for Mr. Crumbaugh’s continued employment as the Company’s Chief Financial Officer, effective as of April 1, 2022. Pursuant to the Employment Agreement, Mr. Crumbaugh shall receive a base salary of $425,000 per annum and shall be entitled to receive bonuses, including awards and grants, pursuant to the Company’s 2021 Equity Incentive Plan which is administered by the Compensation Committee. Further, Mr. Crumbaugh is entitled to other benefits as more fully detailed in his Employment Agreement. In the event that Mr. Crumbaugh’s employment with the Company is involuntarily terminated for any reason other than gross misconduct, the Company will pay Mr. Crumbaugh severance compensation equivalent to 6 months' salary payable over the course of the 6 months following the termination date. No severance compensation will be paid to Mr. Crumbaugh if he resigns or is involuntarily terminated for gross misconduct.
David Neibert – COO
On April 18, 2022, the Company and Mr. Neibert entered into an Employment Agreement providing for Mr. Neibert’s continued employment as the Company’s Chief Operating Officer, effective as of April 1, 2022. Pursuant to the Employment Agreement, Mr. Neibert shall receive a base salary of $425,000 per annum and shall be entitled to receive bonuses, including awards and grants, pursuant to the Company’s 2021 Equity Incentive Plan which is administered by the Compensation Committee. Further, Mr. Neibert is entitled to other benefits as more fully detailed in his Employment Agreement. In the event that Mr. Neibert’s employment with the Company is involuntarily terminated for any reason other than gross misconduct, the Company will pay Mr. Neibert severance compensation equivalent to 6 months' salary payable over the course of the 6 months following the termination date. No severance compensation will be paid to Mr. Neibert if he resigns or is involuntarily terminated for gross misconduct.
Carolyn Yu – CLO and CCO
On April 18, 2022, the Company and Ms. Yu entered into an employment agreement providing for Ms. Yu’s employment as the Company’s Chief Legal Officer and Chief Continuity Officer, effective as of April 1, 2022. Ms. Yu has previously held the position of Chief Compliance Officer for the Company’s wholly owned subsidiary, Wainwright Holdings, Inc. and its wholly owned subsidiary, United States Commodity Funds LLC (“USCF”). Pursuant to the Employment Agreement, Ms. Yu shall receive a base salary of $425,000 per annum and shall be entitled to receive bonuses, including awards and grants, pursuant to the Company’s 2021 Equity Incentive Plan which is administered by the Compensation Committee. Further, Ms. Yu is entitled to other benefits as more fully detailed in her Employment Agreement. In the event that Ms. Yu’s employment with the Company is involuntarily terminated for any reason other than gross misconduct, the Company will pay Ms. Yu severance compensation equivalent to 6 months' salary payable over the course of the 6 months following the termination date. No severance compensation will be paid to Ms. Yu if she resigns or is involuntarily terminated for gross misconduct.
John Love - One Time Transaction Bonus Agreement
The Company and Mr. Love entered into a One Time Transaction Bonus Agreement providing for certain bonus payments to be made to Mr. Love under certain circumstances. Pursuant to the Bonus Agreement, Mr. Love shall be entitled to a bonus payment equal to five percent (5%) of the net proceeds received by the Company, USCF, or USCF Advisers, LLC upon an “Eligible Event”, as defined in the Bonus Agreement. In no event shall the value of such payment, whether in cash or stock, to Mr. Love exceed five million dollars ($5,000,000) and further any such payment shall be paid in the same form as payable to the equity holders of the Company, USCF or USCF Advisers and may consist of cash, securities or a combination thereof.
The foregoing descriptions of the Employment Agreements and the Bonus Agreement do not purport to be complete descriptions of all of the terms, provisions, covenants contained in the Employment Agreements and Bonus Agreement and are qualified in their entirety by reference to the full text of the Employment Agreements and the Bonus Agreement, which are attached hereto as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, respectively, and incorporated herein by reference.