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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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Election of Karen Lynn Fordham as member of the Registrant’s
Board of Directors.
As previously reported, at the 2021 annual meeting of the Registrant’s
shareholders held on June 7, 2021, the shareholders ratified the recommendation that the Registrant’s board of directors
be expanded to nine or more members, at least three of whom should be independent so that audit, nominating and compensation committees
could be implemented as envisioned by the Registrant’s articles of incorporation and bylaws. Based on the foregoing, at a
special meeting of the Registrant’s board of directors held on November 6, 2021, Karen Lynn Fordham, the Registrant’s
president and chief executive officer, whose biography and compensation were disclosed in a current report on Form 8-K filed with
the Commission on August 25, 2021, was elected as a member of the board of directors.
Puget Technologies, Inc., current report on Commission Form 8-K, Page 2 of 5 (excluding exhibits).
Recruitment of Additional Members of the Registrant’s Board
of Directors.
The Registrant has recruited Professor John (Jay) Shiver of George
Mason University and former Florida State Senator Nancy Detert to serve on its board of directors, their terms to start at such
time as a policy of officers and directors liability is in place following closing on the Registrant’s currently pending
offering of $20,000,000 in shares of its Class B Convertible Preferred Stock in reliance on Rule 506(b) of Commission Regulation
D. Mr. Shiver and Ms. Detert will serve as independent directors and pursuant to the terms of their agreements with the Registrant
entered into on November 4, and November 6, 2021, respectively. Each will receive $60,000 per annum plus participation in Puget’s
qualified incentive stock option program with specific amounts of stock to be determined by the compensation committee of the board
of directors after election of sufficient independent directors to staff it. Ms. Detert has elected to receive half of her $60,000
annual compensation in cash and the balance in restricted shares of the Registrant’s common stock, valued as of the closing
transaction price on the last trading day of each month. The agreements with Mr. Shiver and Ms. Detert were ratified, confirmed
and adopted at the meeting of the board of directors held on November 6, 2021 and they were elected as members but will not assume
their offices until an officers’ and directors’ liability insurance policy is in place. Copies of the Registrant’s
agreements with Mr. Shiver and Ms. Detert are filed as exhibit 10.02 and 10.03 respectively and the foregoing disclosure is qualified
in its entirety by reference thereto.
Biographical information:
Professor Shiver:
John (Jay) Shiver, MHA, age 75, is an assistant professor and the
Undergraduate Coordinator of Health Administration and Policy at George Mason University where he teaches in the graduate and undergraduate
programs. Mr. Shiver is a seasoned healthcare executive and thought leader, consultant, and healthcare operations manager with
more than 30 years of experience in hospital administration, physician practice management and management consulting. As a consultant
he has assisted healthcare organizations and medical universities across the country. He has advised health system leaders, boards
of trustees, physicians and medical school leaders on a broad range of issues including strategic planning, mergers and acquisitions,
new venture development, strategic alliances, organizational development, conflict resolution, clinical service line development
and ambulatory care strategies. Prior to his management consulting career, Mr. Shiver had fifteen years of hospital operations
experience with teaching facilities of up to 970 beds. He also served as the chief executive officer of a 160 physician group practice
and physician billing company. Mr. Shiver has served as faculty for the American College of Healthcare Executives, the American
Academy of Medical Administrators and lectures nationally. He publishes regularly, has edited numerous texts and newsletters, hosted
healthcare internet sites and hosted a television show. He has served as Past President of National Capital Healthcare Executives,
Past Board Member of Kiwanis of Washington, DC, and the United Way of Arlington County. His publications include the following
books Managing Integrated Health Systems. Optimizing Emergency Department Throughput, Operations Management, Solutions for Health
Care Decision Makers, Freestanding Emergency Centers, a Guide to Planning, Organization and Management, as well as the chapter
“Building a Successful Leadership Team” in the book: New Leadership for Today’s Health Care Professionals, and,
the working paper “Risk Analysis for Unauthorized Disclosure of Patient Information: A Proposal for a National Incidence
Database. The Critical Infrastructure Protection Project” included in Workshop I Working Papers, George Mason University
Press. Mr. Shiver is a 1968 graduate of the Citadel, the Military College of South Carolina and holds a master’s degree in
medical health administration from Virginia Commonwealth University.
Puget Technologies, Inc., current report on Commission Form 8-K, Page 3 of 5 (excluding exhibits).
Commissioner Detert
Former state senator Nancy Detert was elected to the Sarasota County
Commission in 2016. Commissioner Detert has served in the Florida House of Representatives (1998-2006) and Florida Senate (2008-2016).
Her other public service includes the Sarasota County School Board (1988-1992), Enterprise Florida Board of Directors (2009) and
the Florida Commission on Tourism (2009). Born and raised in Chicago, Illinois, Commissioner Detert attended Siena Heights University
in Michigan. She started Osprey Mortgage Company in Venice, Florida, and served as its president for 25 years. Commissioner Detert,
a descendant of Charles Carroll, a signer of the Declaration of Independence, is the recipient of numerous awards and many bills
sponsored by her were passed including the Nancy Detert Caring and Compassionate Act, a bill that extends Foster Care from age
18 to 21. Her honors and awards include the following: City of Venice, Pillar of the Community Award, 2015; Florida Chamber of
Commerce, Distinguished Advocate Award, 2015; Florida League of Cities, Legislative Distinction Award, 2014; Big Brothers Big Sisters,
Legislator of the Year Award, 2014; Guardian ad Litem, Children’s Champion, 2014; Sarasota County Community Youth Development,
Leadership Award, 2014; Arts & Cultural Alliance of Sarasota County, Arts Education Leadership Award, 2014; Florida PTA’s
Legislator of the Year, 2013; Florida Bar Trial Lawyers Section Champion of Justice Independence Award, 2011; Sarasota County Bar
Association Distinguished Service Award, 2010-2011; Associated Builders & Contractors, Inc., FL Gulf Coast Chapter, ABC “Free
Enterprise” Award, 2010; Florida Music Educators’ Association, Friend of Music Education Award, 2010; Florida Art Education
Association, Friend of Art Education Award, 2009; Associated Builders and Contractors, Inc., Friend of Free Enterprise, 2009; Florida
School Boards Association, Inc., Legislator of the Year, 2009, 2002, 1999; Florida Association of Conventions and Visitors Bureaus,
Legislator of the Year, 2004; Florida Economic Development Council, Inc., Legislator of the Year Award, 2004; Florida Housing Coalition,
Legislator of the Year, 2004, 2003; National Academy of Recording Arts and Sciences, Florida Chapter, “Florida Heroes Awards”,
2004; Sarasota Office of Housing and Community Development Award, 2004; Florida Association of Museums, Museum Service Award, 2003;
Florida Bankers Association, Leadership Award, 2003; Florida Boys and Girls Club, Recognition of Service, 2002; Florida Funeral
Directors, Legislator of the Year, 2002; Funeral and Cemetery Alliance of Florida, Outstanding Legislator of the Year, 2002; Florida
Association of Mortgage Brokers, Legislator of the Year, 2001; Florida Association of Technical Educators, Legislator of the Year,
2001; Ranked by The Miami Herald as one of the Top 25 State Legislators for her “sound policy objectives and behind the scenes
work”; Big Brothers Big Sisters, Legislator of the Year, 2000; Florida Association of School Administrators, Legislator of
the Year, 2000; Girls, Inc., “She Knows Where She’s Going” Award, 2000; Gulf Coast Marine Institute, Legislator
of the Year, 2000; Sarasota Classified/Teachers Association, Legislator of the Year, 2000; Florida Association of School Social
Workers, Legislator of the Year, 1999; Women of Distinction, Award for Finance, 1998; and, Venice Area Chamber of Commerce, Small
Business of the Year Award, 1993.
