BIGtoken, Inc. appointed new CEO

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.


Resignation of Christopher Miglino as CEO and Michael Malone as CFO


Pursuant to the terms of the Merger Agreement, at the Effective Time, Christopher Miglino resigned as chief executive officer and principal executive officer of the Company and Michael Malone resigned as chief financial officer and principal accounting officer of the Company. Mr. Miglino will continue to serve on the Company's board of directors ("Board").


Appointment of Richard Taub as Principal Accounting Officer


Upon Mr. Malone's resignation as chief financial officer, the Board appointed Richard Taub to serve as the Company's chief financial officer and principal accounting officer effective November 30, 2021. Mr. Taub serves as a consultant to the Company and is currently subject to a consulting agreement whereby he receives monthly compensation of $14,583 or approximately $175,000 per annum.


Richard Taub, CFA, age 49, was appointed the Company's chief financial officer and principal accounting officer on November 30, 2021. Prior to his appointment as chief financial officer, Mr. Taub served as a consultant to the Company since March 2021. Since 2018 Mr. Taub has been providing consulting services related to audit, fin-tech and growth planning to several companies, including PwC, EisnerAmper and Breaker.io (investment of ConsenSys). Between 2014 and 2018, he led the Broadcast & Digital Services practices for Media Audits International, until the firm was acquired by Symphony. Prior to 2014, Mr. Taub had served as CFO for V-me Media and Citigroup Latin America. He holds an MBA from The Wharton School at the University of Pennsylvania, is a CFA charterholder and has served as a Board member and Chairman of the Board of the Media Financial Management Association.


Mr. Taub has no family relationships with any of the executive officers or directors of the Company.


Employment Agreements


At the Effective Time, the Company entered into employment agreements (collectively, the "Employment Agreements") with each of (i) David Moore ("Moore Agreement"), (ii) George Stella ("Stella Agreement") and (iii) Robert Perkins ("Perkins Agreement").


David Moore Employment


Pursuant to the Moore Agreement, Mr. Moore shall serve as the Chief Executive Officer of the Company and is entitled to a base salary of $240,000 per annum ("Moore Base Salary"), which will increase to $350,000 upon the Company completing, at any time subsequent to March 12, 2022, a financing resulting in gross proceeds of $5,000,000 (a "Qualified Financing").


Mr. Moore will be eligible to be considered for an annual discretionary target cash bonus of 60% of the Moore Base Salary with (i) 50% of such bonus based on corporate revenue targets and metrics and (ii) 50% of such bonus based on certain corporate profit and loss targets, each to be approved by the Board or a compensation committee thereof.


Additionally, Mr. Moore will be eligible to receive an annual market-based equity grant if and when determined by the Board.


On the one (1) year anniversary of the effective date of employment, the Company will issue Mr. Moore such number of restricted stock units as is equal to (i) $1,900,000 divided by (ii) the closing price per share of the Company Common Stock on the grant date.


In the event that the Company terminates Mr. Moore's employment without "Cause" (as defined in the Moore Agreement), or upon Mr. Moore resigning for "Good Reason" (as defined in the Moore Agreement), the Company, or Mr. Moore, as applicable will provide at least six (6) months' notice prior to such termination ("Termination Period"). During such Termination Period, Mr. Moore will continue to receive the Moore Base Salary and continue to vest in all then outstanding equity-based awards that are time or performance based.


Additionally, on the Closing Date, the Board appointed Mr. Moore to the Board.


David J. Moore, age 69, has served as BritePool's Chief Executive Officer since May 2019. He is also a Director and cofounder of BritePool. Mr. Moore was a Senior Adviser to WPP from January 2019 to May 2019. He served as Chairman of Xaxis and President of WPP Digital, from 2011 to January 2019. Earlier, Mr. Moore served as Chairman and Chief Executive Officer of 24/7 Real Media, from 1998 to 2011 which he cofounded and led. It was acquired by WPP in May 2007. 24/7 Media Real Media (TFSM) was listed on NASDAQ in 1998. Mr. Moore is an emeritus member of the Interactive Advertising Bureau (IAB) executive committee. Additionally, he has served as Member of the Board of Directors of the IAB, from 2001 to present. He was Chairman of the IAB Board from 2009 to 2011 and founding Chairman of the IAB Tech Lab from 2015 to 2019. He is Vice Chairman of the Advertising Educational Foundation and on its board of directors. He serves as an advisor to Lucidity, The Jordan Edminston Group and Aqilliz. He served as a Board member of Globant SA (GLOB) from May 2015 to July 2018. Mr. Moore is also a Director of Throtle, a data technology company. Also, he is a principal in the businesses of SilverBlade and XpertSavers. In evaluating Mr. Moore's specific experience, qualifications, attributes, and skills in connection with this appointment to the Board, the Company took into account his prior experience with both public and private companies in the advertising space and his past experience in building advertising companies and brands.


Mr. Moore has no family relationship with any of the executive officers or directors of the Company.


George Stella Employment


George Stella has been serving as the Company's President and Chief Revenue Officer. Pursuant to the Stella Agreement, Mr. Stella will continue to serve as the Company's President and is entitled to receive a base salary of $240,000 per annum ("Stella Base Salary"), which will increase to $350,000 upon completion of a Qualified Financing.


Mr. Stella will be eligible to be considered for an annual discretionary target cash bonus of 60% of the Stella Base Salary with (i) 50% of such bonus based on corporate revenue targets and metrics and (ii) 50% of such bonus based on certain corporate profit and loss targets, each to be approved by the Board or a compensation committee thereof.


Additionally, Mr. Stella will be eligible to receive an annual market-based equity grant if and when determined by the Board.


On the one (1) year anniversary of the effective date of employment, the Company will issue Mr. Stella such number of restricted stock units as is equal to (i) $1,900,000 divided by (ii) the closing price per share of the Company Common Stock on the grant date.


In the event that the Company terminates Mr. Stella's employment without "Cause" (as defined in the Stella Agreement), or upon Mr. Stella resigning for "Good Reason" (as defined in the Stella Agreement), the Company, or Mr. Stella, as applicable will provide at least the six (6) months' notice Termination Period. During such Termination Period, Mr. Stella will continue to receive the Stella Base Salary and continue to vest in all then outstanding equity-based awards that are time or performance based.


George Stella, age 50, joined the Company as chief revenue officer in February 2021 and was appointed President on May 18, 2021. Prior to that, Mr. Stella served as executive vice president of SRAX, our parent company, since March 2018. Mr. Stella began his career in digital advertising spending in 2009 at 24/7 Media as the data driven digital marketing space emerged. He then entered the digital shopper marketing space in its infancy with OwnerIQ and then HookLogic. Prior to joining SRAX, Mr. Stella served as vice president of sales, helping Yieldbot develop its digital shopper business.


Mr. Stella has no family relationship with any of the executive officers or directors of the Company.


Robert Perkins Employment


Pursuant to the Perkins Agreement, Mr. Perkins shall serve as the Chief Operating Officer of the Company and is entitled to receive a base salary of $180,000 per annum ("Perkins Base Salary"), which will increase to $240,000 upon completion of a Qualified Financing.


Mr. Perkins will be eligible to be considered for an annual discretionary target cash bonus of 60% of the Perkins Base Salary with (i) 50% of such bonus based on corporate revenue targets and metrics and (ii) 50% of such bonus based on certain corporate profit and loss targets, each to be approved by the Board or a compensation committee thereof.


Additionally, Mr. Perkins will be eligible to receive an annual market-based equity grant if and when determined by the Board.


On the one (1) year anniversary of the effective date of employment, the Company will issue Mr. Perkins such number of restricted stock units as is equal to (i) $1,200,000 divided by (ii) the closing price per share of the Company Common Stock on the grant date.


In the event that the Company terminates Mr. Perkins' employment without "Cause" (as defined in the Perkins Agreement), or upon Mr. Perkins resigning for "Good Reason" (as defined in the Perkins Agreement), the Company, or Mr. Perkins, as applicable will provide at least the six (6) months' notice Termination Period. During such Termination Period, Mr. Perkins will continue to receive the Perkins Base Salary and continue to vest in all then outstanding equity-based awards that are time or performance based.


Additionally, on the Closing Date, the Board appointed Mr. Perkins to the Board.


Robert Perkins, age 74 has been involved in financial management, growth of established businesses, and startups throughout his career. Beginning in 2001, he served as the lead Director and on the Audit Committee of 24/7 Real Media until its acquisition by WPP in 2011. From 1977 to 1987 he helped develop various types of fundraising efforts for the Republican National Committee and the National Republican Senatorial Committee. After leaving politics in 1987, worked at Chiat/Day advertising, eventually rising to the position of President of the New York office. He has spearheaded award winning marketing campaigns for National Car Rental, American Express, the New York Yellow Pages, and Nissan Auto. After, he became the CMO of Pizza Hut from 1995 to 1998. He then joined Calvin Klein as senior vice president of marketing and licensing in 1998 until 2001. Mr. Perkins additionally serves as a member of the Board of Sportsgenic, an online content company. Since 2002, Mr. Perkins has consulted with various businesses and brands to improve marketing and financial performance. Mr. Perkins has a BBA from the University of Iowa and an MA in Economics from Texas Tech University. In evaluating Mr. Perkins' specific experience, qualifications, attributes, and skills in connection with this appointment to our Board, the Company took into account his financial and capital markets knowledge, and his marketing, brand growth, and operational experience.


Mr. Perkins has no family relationship with any of the executive officers or directors of the Company.


Additionally, as a result of the appointment of Mr. Moore and Mr. Perkins to the Board, the Board expanded its size from three (3) to five (5) directors.


The foregoing summaries of the Moore Agreement, Stella Agreement, and Perkins Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of each such document, a copy of each of which is attached hereto as Exhibit 10.01, 10.02, and 10.03, respectively, and incorporated herein in their entirety by reference.