Nauticus Robotics, Inc. appointed John W. Gibson, Jr. as new CEO

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


Departure of Chief Executive Officer and Chief Operating Officer


On January 4, 2024, Nicolaus Radford, the Company's Chief Executive Officer, departed the Company. Also on January 4, 2024, Donnelly Bohan, the Company's Chief Operating Officer, departed the Company. The Company views Mr. Radford's and Ms. Bohan's departures as "terminations without cause" under their respective employment agreements. Pursuant to Mr. Radford's employment agreement, Mr. Radford was also deemed to have resigned from the Board of Directors of the Company (the "Board") contemporaneous with his departure from the Company. The Company wishes Mr. Radford and Ms. Bohan well in their future endeavors.


Appointment of Interim Chief Executive Officer


On January 4, 2024, the Board appointed John W. Gibson, Jr. as the Interim Chief Executive Officer and President of the Company, and designated Mr. Gibson as the "principal executive officer."


Mr. Gibson, age 66, has served as the President of the Company since October 2023 and as a director of the Company since September 2022, including as Audit Committee Chair until his appointment as President. He previously served as Chairman of the Board of Directors, Chief Executive Officer and President of Flotek Industries from January 2020 to January 2023. Mr. Gibson is a recognized leader with more than 35 years of global experience in the energy technology, oil and gas services and exploration and production sectors of the energy industry. Prior to Flotek, from May 2017 to December 2019, Mr. Gibson was the Chairman of Energy Technology at Tudor, Pickering, Holt & Company, an energy-focused investment bank headquartered in Houston. In this role, he led a team focused on opportunities in emerging oil and gas technologies. From July 2010 to May 2015, Mr. Gibson served as President and Chief Executive Officer of Tervita Corporation, a major Canadian-based environmental and oilfield services company, where he successfully executed a $2.6 billion debt restructuring, coincident with an aggressive growth and diversification strategy. Prior to Tervita, Mr. Gibson's other roles included serving as President and Chief Executive Officer of Paradigm Geophysical and Landmark Graphics Corporation, as well as President of Halliburton Company's Energy Services Group. Mr. Gibson also served as the former head of subsurface research at Chevron Corporation and as a director of Bluware Inc. Mr. Gibson holds a Bachelor of Science in Geology from Auburn University and Master of Science in Geology from the University of Houston.


Mr. Gibson's compensation did not change as a result of this appointment. Mr. Gibson does not have any family relationship with any current director or executive officer of the Company, and, except as described above, there are no other arrangements or understandings with any other person pursuant to which Mr. Gibson was appointed as Interim Chief Executive Officer of the Company.