META MATERIALS INC. appointed new CEO

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


To the extent required by Item 5.02 of Form 8-K, the information contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

(b) Pursuant to the Arrangement Agreement, as of the Effective Time, Gregory McCabe, John A. Brda, Alexandre Zyngier, Michael J. Graves, and Robert L. Cook, resigned from the Board and any respective committees of the Board to which they belonged.

Termination of Executive Officers 

Also, pursuant to the Arrangement Agreement, as of the Effective Time, John A. Brda resigned as the Company's Chief Executive Officer and Roger N. Wurtele resigned as the Company's Chief Financial Officer. In connection with their resignations, such officers resigned from all of the positions they held with the Company and its subsidiaries.

Appointment of Officers 

As of the Effective Time, the Board appointed George Palikaras as the Company's Chief Executive Officer and President, Kenneth Rice as the Company's Chief Financial Officer and Executive Vice President, and Jonathan Waldern as the Company's Chief Technical Officer. There are no familial relationships among any of the Company's directors or executive officers.

George Palikaras 

George Palikaras, Ph.D. is the President and CEO of the Company, a position he has held since June 2021. Mr. Palikaras has held this role at Meta from the beginning of 2011 to June 2021. Mr. Palikaras presently holds no other directorships in publicly traded companies. Mr. Palikaras has received Executive Education at Harvard, INSEAD, UCL and Stanford Business Schools. He earned his BEng. in Computer Engineering, an MSc. in Digital Communication Systems and did his PhD studies in Metamaterial science.

The Board of Directors believes that Mr. Palikaras offers a wide array of skills and experiences that position META to take full advantage of its intellectual property estate, its growing list of relationships with Fortune 500 companies and its team of highly qualified scientific and commercial staff.

Kenneth Rice 

Mr. Rice has served as the Company's Chief Financial Officer and Executive Vice President since June 2021 and served as Meta's Chief Financial Officer and Executive Vice President from December 2020 to June 2021. From April 2016 to March 2019, Mr. Rice held the position of Senior Vice President of LikeMInds, Inc. From April 2019 through November 2020 Mr. Rice was employed as CEO of Alderaan Group, a project management and consulting company.


Mr. Rice holds no directorships. Mr. Rice holds a BSBA and an MBA from Babson College, a Juris Doctor from Suffolk University Law School and an LLM in taxation, specialized in international tax from Boston University Law School.

The Board of META believes that Mr. Rice's decades of experience in both operating and finance roles positions him well for META needs in the coming years.

Jonathan Waldern, Ph.D. 

Mr. Waldern has served as the Chief Technology Officer of the Company since June 2021 and served as the Chief Technology of Meta from December 2020 to June 2021. From 2003 through November 2020 Jonathan was founder, chairman, Chief Executive Officer and Chief Financial Officer of SBG Labs (DBA DigiLens) in Sunnyvale. Mr. Waldern holds no directorships in any public companies. He holds a PhD is Computer Science (Virtual Reality) that was supported by IBM Research Labs, from Loughborough University of Technology.

The Board of META believes that Dr. Waldern's decades of experience in Augmented Reality and high performance electro optics help to position META to take full advantage if the opportunities in these areas.

Agreements with Mr. Palikaras 

On March 5th, 2020, Meta entered into an executive employment contract (the "Palikaras Employment Agreement") with George Palikaras, which amended the prior employment contract entered into between Mr. Palikaras and Meta, pursuant to which Meta agreed to employ Mr. Palikaras as the President and Chief Executive Officer of Meta, effective as of March 5th, 2020, for an indefinite term in consideration of an annual base salary of CAD$200,000. In connection with the Arrangement, the Company has assumed the Palikaras Employment Agreement. Mr. Palikaras's years of service since December 15, 2010 are recognized under the Palikaras Employment Agreement. Mr. Palikaras is eligible to receive an annual bonus of 50% of his base salary ("Palikaras Target Bonus") upon achievement of objectives agreed to by the Board and he is also eligible to participate in the Meta Option Plan.

In the event that the Palikaras Employment Agreement is terminated by the Company without cause or for good reason (as defined in the agreement) by Mr. Palikaras, the Company shall pay Mr. Palikaras salary continuation for a period of one month of base salary and the Palikaras Target Bonus per year of service, for a period equal to a minimum of ten months and a maximum of 24 months ("Severance Period"). Mr. Palikaras will also be entitled to receive any earned bonus for the fiscal year during which the termination occurs and prorated to the date of termination. Mr. Palikaras's options shall continue to vest during the Severance Period until their expiration. In the event that the agreement is terminated by the Company with cause, the Company shall only provide Mr. Palikaras with earned but unpaid salary, vacation pay and reimbursement of expenses.

In the event of both a change of control (as defined in the agreement) and a termination of Mr. Palikaras's employment without cause by the Company or for good reason by Mr. Palikaras, Mr. Palikaras shall be entitled to a lump sum payment equal to 1.5 months of base salary and of the Palikaras Target Bonus per year of service, with a minimum of 15 and a maximum of 24 months (the "COC Severance Period"). Mr. Palikaras's stock options will continue to vest during the COC Severance Period until their expiration.

Agreements with Mr. Rice 

On December 14th, 2020, Meta entered into an executive employment agreement with Kenneth Rice (the "Rice Employment Agreement") pursuant to which Meta agreed to employ Mr. Rice as the Chief Financial Officer and Executive Vice President of Meta, effective as of December 14th, 2020, for an indefinite term in consideration of an annual base salary of $156,000 which will be increased to $216,000 on March 1st, 2021. In connection with the Arrangement, the Company has assumed the Rice Employment Agreement. Mr. Rice is eligible to receive a quarterly bonus of up to $27,000 based on his achievement of a balanced scorecard, in the sole discretion of the Company or the Company's board of directors. In the first two years, 25% of any quarterly bonus shall be issued in an amount of fully vested options of the Company. In addition, Meta granted Mr. Rice an option to acquire 300,000 common shares of Meta in connection with the execution of the Rice Employment Agreement, which option has fully vested.


In the event that the agreement is terminated by Mr. Rice without good reason (as defined in the agreement), Mr. Rice will continue to receive base salary and benefits for a period of 6 months after providing the Company advance written notice, but will not be entitled to quarterly bonuses for any calendar quarter that ends or begins during that period. In the event that the agreement is terminated by the Company without cause or by Mr. Rice for good reason (as defined in the agreement), the Company shall pay Mr. Rice continued payment of base salary for six months, plus payment of two quarterly bonus. There will be a six months' accelerated vesting of the stock options. If Mr. Rice is terminated for cause, he will only be entitled to earned but unpaid salary, vacation pay and reimbursement of expenses.

Agreements with Mr. Waldern 

On December 17th, 2020, Meta entered into an executive employment agreement with Jonathan Waldern (the "Waldern Employment Agreement") pursuant to which Meta agreed to employ Mr. Waldern as the Chief Technology Officer of Meta, effective as of December 14th, 2020, for an indefinite term in consideration of an annual base salary of $150,000 which will be increased to $250,000 on March 1st, 2021. In connection with the Arrangement, the Company assumed the Waldern Employment Agreement. Mr. Waldern is eligible to receive a quarterly bonus of up to $50,000 based on his achievement of a balanced scorecard, in the sole discretion of the Company or the Company's board of directors. Mr. Waldern shall also be eligible to receive a quarterly bonus of fully vested options totaling up to 0.25% of the Company's then outstanding common shares over eight consecutive quarters at an exercise price equal to the market price of a share of Company Common Stock on the date of grant. In addition, Meta granted Mr. Waldern an option to acquire 1,115,000 shares of common stock of Meta vesting evenly over 3 years in connection with the execution of the Waldern Employment Agreement.

In the event that the agreement is terminated by Mr. Waldern without good reason (as defined in the agreement), Mr. Waldern will continue to receive base salary and benefits for a period of 6 months after providing the Company advance written notice, but will not be entitled to quarterly bonuses for any calendar quarter that ends or begins during that period. In the event that the agreement is terminated by the Company without cause or by Mr. Waldern for good reason (as defined in the agreement), the Company shall pay Mr. Waldern continued payment of base salary for six months, plus payment of two quarterly bonus. There will be a six months' accelerated vesting of the stock options. If Mr. Waldern is terminated for cause, he will only be entitled to earned but unpaid salary, vacation pay and reimbursement of expenses.

(d) The information set forth in Item 5.01 of this Current Report on Form 8-K with respect to the appointment of directors to the Company's board of directors pursuant to and in accordance with the Arrangement Agreement is incorporated by reference into this Item 5.02(d). Each of George Palikaras, Ram Ramkumar, Allison Christilaw, Eric Leslie, Maurice Guitton, Kenneth Hannah and Steen Karsbo entered into the Company's standard form of indemnification agreement with the Company on June 28, 2021, the form of which is attached hereto as Exhibit 10.1.

Audit Committee 

Effective as of the Effective Time, Kenneth Hannah, Allison Christilaw and Maurice Guitton were appointed to the audit committee of the Board and Mr. Hannah was appointed as the chairperson of the audit committee.

Human Resources and Compensation Committee 

Effective as of the Effective Time, Allison Christilaw, Eric Leslie and Steen Karsbo were appointed to the human resources and compensation committee of the Board and Ms. Christilaw was appointed as the chairperson of the human resources and compensation committee.

Nominating and Corporate Governance Committee 

Effective as of the Effective Time, Steen Karsbo, Allison Christilaw and Maurice Guitton were appointed to the nominating and corporate governance committee of the Board and Mr. Karsbo was appointed as the chairperson of the nominating and corporate governance committee.


Ram Ramkumar 

Mr. Ramkumar has served as a director and Chairman of the Board since June 2021 and served as a director and Chairman of the board of directors of Meta from March 2020 to June 2021. He served as Chairman of the board of Snipp Interactive which is listed on the TMX from 2014 to 2018. He was a director of Continental Precious Minerals ("CPM"), a TMX listed company from 2017 until March 2020 when CPM did an combined with Metamaterials Inc. Mr. Ramkumar has a Bachelor of Technology (Metallurgical Engineering) and Master of Business Administration from the University of Toronto and was a chartered accountant.

The Board of Directors believes that the combination of Ram's formal training in Metallurgical Engineering and business and his operating experience in accounting and manufacturing make him extremely well suited for his role as a director and chairman.

Eric Leslie 

Mr. Leslie has served as a director of the Company since June 2021 and served as a director of Meta from March 2020 to June 2021. From November 2015 through the present, he has held the position of TRION Energy Solutions Corporation. Mr. Leslie does not presently hold any other board memberships. Mr. Leslie holds a Bachelor of Arts from Western University.

The Board of Directors of Meta believe that Mr. Leslie's experience in the capital markets coupled with his work in TRION enables him to bring valuable perspectives to his role as a director.

Kenneth H. Hannah 

Mr. Hannah has served as a director of the Company since June 2021 and served as a director of Meta from March 2020 to June 2021. Mr. Hannah has held the positions of Senior Vice President, Chief Financial Officer of Caleres since February 2015. Executive Vice President and Chief Financial Officer of JC Penney Company, Inc. from May 2012 to March 2014. Mr. Hannah does not hold any Board positions in public companies other than META. Mr. Hannah holds a Master degree in Business Administration from Saint Louis University and a Bachelor of Science from Southern Illinois University, Carbondale.

The Board of META believes that Mr. Hannah's deep experience in financial roles at major US companies will provide META with much needed perspective in its financial dealings.

Maurice Guitton 

Mr. Guitton has served as a director of the Company since June 2021 and served as a director of Meta from March 2020 to June 2021. Since November 2011, Maurice has been the President and CEO of Versa Tech Consulting Limited, a consulting company focused on advising its clients on composite materials. He served as Chairman of the board of Snipp Interactive which is listed on the TMX from 2014 to 2018. Mr. Guitton has no other directorships at present.

The Board believes that Mr. Guitton's extensive experience in the development and commercialization of composite materials is particularly relevant to METS's mission and focus.

Steen Karsbo 

Mr. Karsbo has served as a director of the Company since June 2021 and served as a director of Meta from March 2020 to June 2021. From July 1980 through June 2019 Mr. Karsbo was employed at Satair A/S/Airbus in a variety of senior management roles. Mr. Karsbo holds no other directorships than his role as a director of the Company.

The Board of META believes that Mr. Kasrbo's lengthy experiences in the aerospace industry is highly valuable to the Company's efforts in this vertical market.

Allison Christilaw 

Ms. Christilaw has served as a director of the Company since June 2021 and served as a director of Meta from March 2020 to June 2021. From November 2014 to November 2018, Ms. Christilaw was CEO of Reddin Global Inc., a management consulting company. From November 2018 to present, Ms. Christilaw has been an independent consultant. Ms. Christilaw has served as a director of Meta since March of 2020. Since September 2015 she has also held a position on the Appleby College Board of Governors and on the Haltech Regional Innovation Centre Board of Directors since 2019. Ms. Christilaw holds a Bachelor of Arts in Honors Business Administration and a Masters of Business Adminitration from the Richard Ivey School of Business at Western University.


The Board of META believes that Ms. Christilaw's deep experience in management consulting and organizational structure enables her to add meaningful value to the Board and its human resources and compensation oversight efforts.