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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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Resignation of Rajesh Makhija
On September 29, 2019, Mr. Rajesh Makhija, gave notice to the McorpCX, Inc. Board of Directors (the “Board”) that he intends to resign from his position as the Company’s President and Chief Executive Officer and as a member of the Board, effective September 30, 2019. Mr. Makhija has served on the Board since June 2019 and did not serve on any Board committees.
Mr. Makhija’s decision to resign from the Board was a result of his decision to resign as the Company’s President and Chief Executive Officer and not related to any disagreement with the Company's management on any matter related to the Company's operations, policies or practices.
Appointment of Gregg Budoi
On September 30, 2019, the Board appointed Gregg Budoi, age 55, as the Interim President and Chief Executive Officer of McorpCX, Inc. (the “Company”), effective immediately, to serve in these positions until a permanent successor is appointed by the Board.
Mr. Budoi currently serves as a director on the Board, and has previously served as the Company’s Interim President and Chief Executive Officer from August 16, 2019 to June 7, 2020, and the Company’s Chief Financial Officer from September 26, 2017 to November 6, 2018. Prior to becoming the Company’s Interim Chief Financial Officer, Mr. Budoi was from 2014 to 2017 the Chief Financial Officer and member of the Board of Directors of Kalibrate Technologies Plc, a London Stock Exchange (AIM) listed SaaS software and consulting company. Prior to that, from 2007 to 2014 he was a co-founder and former President and CEO of EZ Energy USA, Inc. an Israeli company that operated 69 gas & convenience stores. Mr. Budoi has also been Managing Director at Barnes Wendling Corporate Finance, LLC, a financial advisory firm where from 2006 to 2007 he established a corporate finance advisory services platform and completed several corporate restructurings as well as M&A and capital raising transactions. Prior to that, he was Chief Executive Officer of his own financial advisory firm, Budoi & Company, Inc. from 2003 to 2006 and was from 1999 to 2003 the Chief Financial Officer, Vice President Finance and Treasurer of Dairy Mart Convenience Stores, Inc., where he led the strategic evaluation and recapitalization process for this publicly traded chain of over 850 convenience stores. Mr. Budoi holds a BS in Business Administration/Finance from Ohio State University, and a Masters of Business Administration from Cleveland State University.
Mr. Budoi has no family relationships with any current director, director nominee, or executive officer of the Company, and there are no transactions or proposed transactions, to which the Company is a party, or intended to be a party, in which Mr. Budoi has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K.
Mr. Budoi was not appointed as the Company’s Interim President and Chief Executive Officer pursuant to any arrangement or understanding with any other person.
It is expected that Mr. Budoi will enter a separate employment agreement with the Company to provide for additional compensation for assuming the role of Interim President and Chief Executive Officer.
Appointment of Giuseppe (Pino) Perone
In connection with the resignation of Mr. Makhija from the Board, the Board has appointed Giuseppe (Pino) Perone, age 40, effective October 3, 2019, to serve as a director on the Board until the next annual meeting of the Company’s shareholders.
Mr. Perone is currently not been appointed to serve on any committee of the Board. The Board intends to determine his committee assignment, if any, at a later date.
There have been no transactions since the beginning of the Company’s last fiscal year and there are currently no proposed transactions to which the Company is a party, or intended to be a party, in which Mr. Perone has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K.
As a non-employee member of the Board, Mr. Perone will be eligible to receive stock options under the Company’s Amended and Restated Stock Option Plan (which is described in the Company’s Annual Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 24, 2018) as consideration for his service on the Board.
Mr. Perone was not appointed as a director of the Company pursuant to any arrangement or understanding with any other person.
A copy of the Company’s press release announcing the resignation of Mr. Makhija, as well as the appointment of Mr. Budoi as Interim President and Chief Executive Officer and Mr. Perone to the Board is attached hereto as Exhibit 99.1.
99.1 Press Release dated October 3, 2019