Item 5.02 Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal Officers.
Transition of Various Officers
On January 26, 2023, the
Company elected Jamie Donahue, the Company’s Executive Vice President and Chief Technology Officer, as the Company’s
President. Mr. Donahue has been in his current position with the Company since 2020. He has a 25-year career in financial services,
starting at ADP Brokerage before it spun out in 1998 to create a company called BISYS, which was ADP’s entry into the banking
system. He also served in senior positions at Finastra as well as First Republic Bank before joining the Company. In his new
position as President, Mr. Donahue will be responsible for leading the entire information technology, operations, product and
program management, and sales teams as the Company pivots its strategy to ensure sustainable growth and profitability into the
future as a leader in embedded finance and Banking-as-a-Service. Mr. Donahue’s new compensation arrangements associated with
his transition to the position as President have not been finalized and, therefore, are not available at this time. In accordance
with Instruction 2 to Item 2.05 of Form 8-K, the Company will timely file an amendment to this Current Report on Form 8-K after that
information becomes available.
Effective January 26,
2023, the Company transitioned Robert Ramsey, the Company’s Chief Financial Officer, from that position to a new corporate
development role. Mr. Ramsey’s new compensation arrangements associated with his transition have not been finalized and,
therefore, are not available at this time. In accordance with Instruction 2 to Item 2.05 of Form 8-K, the Company will timely file
an amendment to this Current Report on Form 8-K after that information becomes available.
Concurrent with the transition
of Mr. Ramsey, the Company elected James Dullinger, the Company’s Chief Accounting Officer, to the additional position
of Chief Financial Officer. Mr. Dullinger has been in his current position with the Company since March 2022. Prior to joining the Company,
he served for more than two years as Chief Financial Officer at a publicly traded provider of Internet of Things (IoT) services and technologies.
Previously, Mr. Dullinger served for more than 14 years in senior accounting and finance leadership roles at several publicly traded and
private equity owned startup and middle-market technology, e-commerce, and investment services companies. Mr. Dullinger began his career
in public accounting with 10 years of combined experience at PwC and KPMG, providing audit and other assurance services to complex publicly
traded companies operating within the banking and investment services industries. A Certified Public Accountant (PA), he holds an MBA
from Georgetown University McDonough School of Business and a BBA in Accounting from Temple University. Mr. Dullinger’s new compensation
arrangements associated with his transition to the position as Chief Financial Officer have not been finalized and, therefore, are not
available at this time. In accordance with Instruction 2 to Item 2.05 of Form 8-K, the Company will timely file an amendment to this Current
Report on Form 8-K after that information becomes available.
Appointment of Board
On January 27, 2023, the Board
of Directors (the “Board”) of the Company appointed Raj Singh to serve as a Board member until the Company’s next annual
meeting of shareholders. Mr. Singh was appointed to fill a vacancy on the Board that resulted from an increase in the size of the Board
from seven to eight members. Mr. Singh will participate in the current director compensation arrangements generally applicable to the
Company’s non-employee directors as described in the Company’s Proxy Statement filed in connection with the 2022 Annual Meeting
There are no
arrangements or understandings between Mr. Singh and other persons pursuant to which he was selected as a director. No determination
has been made at this time as to any Board committees on which Mr. Singh will serve. The Board’s Nominating and Corporate
Governance Committee determined Mr. Singh to be independent for purposes of NYSE listing standards. Mr. Singh has not engaged in any
transaction with the Company that would be reportable as a related party transaction under Item 404(a) of Securities and Exchange
Commission Regulation S-K.
Mr. Singh worked in the investment
banking practice of Raymond James for more than 20 years, including most recently as Vice Chairman – Investment Banking from 2017
to 2023. During his career, Mr. Singh managed over 150 investment banking transactions, including M&A transactions, debt and equity
financings, balance sheet recapitalizations, in and out-of-court restructurings, financial opinions, and valuations. Mr. Singh’s
expertise includes working effectively with companies requiring significant organizational changes to achieve success and overcome financial,
industry, and market challenges. Mr. Singh holds FINRA Series 7 and 63 licenses in addition to being a Certified Public Accountant (NJ
inactive). He earned an MBA from the University of North Carolina at Chapel Hill and a BS in Accounting from Rutgers University.