Kubient, Inc. appointed new CEO

Item 5.02 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.


On September 22, 2023, the Board placed Paul Roberts on paid administrative leave from his positions as Chief Executive Officer, Chief Strategy Officer, and President of the Company pending an internal investigation conducted by outside legal counsel on behalf of a special committee of the Board (the "Special Committee"). Mr. Roberts also resigned from his position as Chairman and member of the Board pending the internal investigation. The Board accepted Mr. Robert's resignation effective as of September 22, 2023.


During Mr. Robert's absence, Elisabeth DeMarse, who will remain as a member of the Board, will also serve as Interim Chief Executive Officer and President of the Company. The Company plans on entering into a written agreement with Ms. DeMarse with regard to her service as Interim Chief Executive Officer and President of the Company, and will file a Current Report on Form 8-K when the terms and conditions of such agreement have been determined. Information concerning Ms. DeMarse can be found, and is incorporated by reference into this Item 5.02, in the Company's Proxy Statement on Schedule 14A filed with the SEC on April 26, 2023.


As a result of her appointment as Interim Chief Executive Officer and President, on September 22, 2023, Ms. DeMarse resigned from her positions as a member of the Board's Audit, Compensation, and Nominating, Corporate Governance, and Special Committees. Ms. DeMarse also resigned as Chairperson of the Board's Nominating and Corporate Governance Committee. The Board accepted Ms. DeMarse's resignations effective as of September 25, 2023. Ms. DeMarse's resignations were not in connection with any known disagreement with the Company on any matter relating to the Company's operations, policies, or practices.


In order to fill the vacancies created by Mr. Roberts' and Ms. DeMarse's resignations, on September 25, 2023, the Board appointed Lawrence Harris as a member of the Board, Chairman of the Nominating and Corporate Governance Committee, as well as a member of the Board's Audit, Compensation, Nominating and Corporate Governance, and Special Committees.


Lawrence Harris


Lawrence Harris was a member of our board of directors from June 2021 to June 2023, and rejoined our board of directors on September 25, 2023. As the Founder and Chief Executive Officer of Alpha Precision Media, an adtech company that leverages Amazon's data and technology to build brand value and turbocharge sales that was founded in August 2020, Mr. Harris is seeking to cement his place as a global leader in the advertising technology industry. From September 2019 to the present, Mr. Harris has also acted as the Managing Partner of Glarris Consulting LLC, which provides strategic advisory services to companies, organizations and startups. From October 2016 to December 2019, Mr. Harris served as the Chief Executive Officer of Sightly, a performance video advertising firm. Prior to that time, from July 2007 to June 2010, Mr. Harris was the co-founder and Chief Executive Officer of Ansible Mobile, an Interpublic Group mobile marketing company. From March 2015 to June 2016, he was the Chief Strategy Officer at Kiosked, a publisher of digital advertising, and from February 2012 to November 2014, he was the Chief Marketing Officer of PubMatic, Inc. (NASDAQ:PUBM), an advertising technology company. He has also served as an advisor to a number of companies in the advertising technology industry, including SafeGuard Privacy, Qntfy, Reset Digital, and Thunder11. Mr. Harris holds a Bachelor of Arts from Harvard University.


There are no arrangements or understandings between Mr. Harris and any other persons pursuant to which he was appointed. There are no family relationships between Mr. Harris and any director or executive officer of the Company, and Mr. Harris 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.


Upon joining the Board, Mr. Harris will be entitled to a pro rated portion of the compensation paid to all non-employee members of the Board. Under the Company's 2022 Non-Employee Director Policy, as amended, on the close of business on the date of each annual shareholders meeting of the Company, each non-employee director then in office shall receive an award of restricted stock that has an aggregate fair value on the date of such annual meeting of $25,000 (as determined based on the average trading price of the shares of common stock for the ten consecutive trading days immediately preceding the date of grant and with the number of shares of common stock of the Company underlying such award subject to adjustment as provided in the Company's 2021 Equity Incentive Plan). In addition, each non-employee director shall receive an annual cash retainer of $50,000 (paid quarterly) for their service on the Board. In addition, Mr. Harris will be entitled to a pro rated portion of the $8,000 annual cash retainer paid for service as chairperson of the Board's Nominating and Corporate Governance Committee.