WRAP TECHNOLOGIES, INC. appointed Kevin Mullins as new CEO

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

 

Resignation of TJ Kennedy.

 

Effective April 13, 2023 (the "Resignation Date"), TJ Kennedy resigned as Chief Executive Officer and as a member of the Board of Directors of the Company, pursuant to a separation agreement entered into by and between the Company and Mr. Kennedy (the "Kennedy Separation Agreement"). Under the terms of the Kennedy Separation Agreement, Mr. Kennedy is entitled to (i) a one-time payment of $115,625 for the achievement of certain business objectives in 2022; (ii) severance in an amount equal to six months of his base salary paid in installments over a period of six months following the Resignation Date; (iii) the issuance of 122,670 shares of the Company's common stock, $0.0001 par value per share ("Common Stock"), in connection with the continued vesting of certain equity-based awards previously granted to Mr. Kennedy; (iv) the immediate vesting of nonqualified options to purchase 158,554 shares of Common Stock, (v) an extension of the time period during which Mr. Kennedy may exercise outstanding vested stock options through the first anniversary of the Resignation Date (or, if earlier, through the original expiration date of the applicable stock option); and (vi) reimbursement for the Company portion of any healthcare premiums provided to Mr. Kennedy and any covered dependents under the Consolidated Omnibus Reconciliation Act of 1986, as amended ("COBRA"), for a period of 12 months following the Resignation Date, subject to Mr. Kennedy's election of coverage under COBRA. As part of the Kennedy Separation Agreement, Mr. Kennedy has entered into a general release of claims in favor of the Company and affirmed his obligations to abide by restrictive covenants.

 

Mr. Kennedy indicated that his resignation was not the result of any dispute or disagreements with the Company on any matter relating to the Company's operations, policies or practices.

 

Appointment of Kevin Mullins.

 

Effective on April 13, 2023, the Board of Directors appointed Kevin Mullins, the Company's current President, to the position of Chief Executive Officer. Mr. Mullins began serving as the Company's President on April 18, 2022. Prior to being appointed as the Company's President, Mr. Mullins served as the President and Chief Executive Officer of Intrensic, LLC since 2015, which provides digital evidence and video management software solutions for law enforcement agencies. Mr. Mullins has also served on the board of directors of SaferMobility, LLC since 2013, a provider of a campus security solution that delivers personal safety through an easy-to-use smartphone application that connects directly to your security or law enforcement teams. Mr. Mullins received a Bachelor of Arts in Business Administration from Virginia's College at Wise, Virginia, and a Masters in Business Administration from the University of Virginia in Charlottesville, Virginia. 

 

Resignation of Glenn Hickman

 

Effective April 17, 2023 (the "Resignation Date"), Glenn Hickman's employment with the Company as Chief Operating Officer was terminated in connection with a broader reduction in headcount. The terms of a separation agreement are currently being negotiated.

 

The foregoing description of the Separation Agreement for Mr. Kennedy is qualified, in its entirety, by the full text of the Separation Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference herein.