Item 5.02 Departure of Directors or Certain Officers; Election of Directors
On January 27, 2025, the Board of Directors (the “Board”) of Innovative Solutions and Support, Inc. (the “Company”) increased the size of the Board to six directors and appointed Denise Devine to serve as an independent director, effective immediately, for a term until the Company’s next annual meeting of shareholders or until her successor is duly elected and qualified or until her earlier death, disqualification, resignation or removal. In connection therewith, Ms. Devine was also appointed by the Board to serve as a member of the Audit Committee.
Ms. Devine is the founder of FNB Holdings, LLC, a company dedicated to initiatives in the health and wellness space, of which she has served as Chief Executive Officer since 2014. Also, Ms. Devine is the co-founder and Chief Financial Officer of RTM Vital Signs, LLC, a development stage medical device company. In addition, Ms. Devine founded, and from 1994 to 2014 served as Chief Executive Officer, of Nutripharm, Inc., a company that generates a portfolio of composition and process patents to create innovative natural food, beverage, pharmaceutical, and nutraceutical products. Ms. Devine previously served as Chair of the Pennsylvania State Board of Accountancy and on the Board of the American Institute of Certified Public Accountants. From 2005 to 2015, Ms. Devine was a member of the Board of Trustees of Villanova University where she also served as the Chair of the Audit and Risk Committee, and as a member of the Investment Committee and Executive Committee. Ms. Devine has served on the Board of Ben Franklin Technology Partners of Southeastern Pennsylvania since 2016. Since 2012, Ms. Devine has also served as a director of Fulton Financial Corporation (NASDAQ: FULT), of which she is also the Chair of the Audit Committee, the Vice-Chair of the Executive Committee, and a member of the Risk Committee. Ms. Devine has been a director of Selectquote, Inc. (NYSE: SLQT) since February 2020 and has served as the Chair of the Compensation Committee since September 2020. She previously served as a director, member of the Audit Committee, and Chair of the Compensation and Talent Committee of AgroFresh Solutions, Inc. (NASDAQ: AGFS) from 2018 until its sale in 2023, and as a director of Cubic Corporation (NYSE: CUB) from 2019 until its sale in 2021. Ms. Devine is a Certified Public Accountant and received her Masters in Business Administration from The Wharton School at the University of Pennsylvania, her Masters in Taxation from Villanova Law School, and her undergraduate degree in Accounting from Villanova University. We believe Ms. Devine’s management, business, and finance experience qualifies her to serve on our Board.
There are no family relationships between Ms. Devine and any director or executive officer of the Company, and Ms. Devine does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Devine has not entered into, and no grant or award has been made to, Ms. Devine under any material plan, contract or arrangement of the Company in connection with her appointment. There are no arrangements or understandings pursuant to which Ms. Devine was selected to serve as a member of the Board.
Ms. Devine will participate in the standard non-employee director compensation arrangements established by the Company, as described under the section entitled “Compensation of Directors” in the Company’s Amendment No. 1 on Form 10-K/A, filed with the Securities and Exchange Commission on January 23, 2025.
Item 8.01 Other Events.
On January 27, 2025, the Company issued a press release announcing the appointment of Ms. Devine as director. A copy of that press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
