WRAP TECHNOLOGIES, INC. appointed Thomas P. Smith as new CEO

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

 


On March 4, 2021, the Company appointed Thomas P. Smith as Chief Executive Officer. Prior to his appointment as the Chief Executive Officer of the Company, Mr. Smith, age 53, was the Interim Chief Executive Officer and President, serving in the capacity of Interim Chief Executive Officer since October 29, 2020, and as President since he joined the Company on March 16, 2019. Mr. Smith co-founded TASER International (now Axon Enterprise, Inc. - Nasdaq:AXON) ("TASER") in 1993. He served as President of TASER until October 2006, and as Chairman of the Board of Directors of TASER from October 2006 until he retired to pursue entrepreneurial activities in February 2012. In 2012 he co-founded Achilles Technology Solutions, LLC ("Achilles"), and through its wholly-owned subsidiary ATS Armor, LLC ("ATS Armor"), which he co-founded in 2015, developed a line of ballistic solutions for law enforcement and military. Mr. Smith served as the Managing Member of Achilles from 2012 to January 2020. In addition, Mr. Smith served as the Managing Member of ATS Armor and ATS MER ("ATS MER"), a research and development company acquired by Achilles in 2015 that was primarily funded by government SBIR contracts, until March 2019 and February 2019, respectively. ATS Armor filed a petition for Chapter 7 Bankruptcy in March 2019, and ATS MER filed a petition for Chapter 7 Bankruptcy in February 2019. Mr. Smith holds a B.S. degree in Ecology and Evolutionary Biology from the University of Arizona and a M.B.A. degree from Northern Arizona University.

 

 As compensation for his services as Company's Chief Executive Officer, Mr. Smith shall be entitled to receive an annual base salary of $400,000. In addition, Mr. Smith will be eligible to receive a bonus equal to 100% of his base salary based on the achievement of certain performance objectives to be determined by the Compensation Committee of the Board. He will also be granted an option to purchase 400,000 shares of Common Stock under the Company's 2017 Stock Incentive Plan ("Option"), which Option shall vest one-third on the one-year anniversary of the grant date, and the remainder in 24 equal monthly installments over the two years thereafter, for an exercise price equal to the closing price of the Common Stock as quoted on the Nasdaq Capital Market on the day preceding the date of grant.

 

 Except as disclosed herein, there are no related party transactions between the Company and Mr. Smith that would require disclosure under Item 404(a) of Regulation S-K, nor are there any further arrangements or understandings in connection with the appointment of Mr. Smith as the Company's Chief Executive Officer.