ClearSign Technologies Appoints New CFO
Ticker: CLIR · Form: 8-K · Filed: Apr 24, 2024 · CIK: 1434524
Sentiment: neutral
Topics: executive-appointment, cfo, compensation
TL;DR
ClearSign names Michael Collins new CFO, gets $250k salary + stock options.
AI Summary
ClearSign Technologies Corporation announced on April 23, 2024, the appointment of Michael J. Collins as Chief Financial Officer, effective immediately. Collins will receive an annual base salary of $250,000 and will be eligible for a discretionary annual bonus. He will also be granted 150,000 stock options, vesting over three years.
Why It Matters
The appointment of a new CFO is a significant leadership change that can impact financial strategy and investor confidence.
Risk Assessment
Risk Level: medium — Changes in key executive positions like CFO can introduce uncertainty regarding future financial strategy and performance.
Key Numbers
- $250,000 — CFO Annual Salary (Base compensation for Michael J. Collins)
- 150,000 — Stock Options (Granted to new CFO, vesting over three years)
Key Players & Entities
- ClearSign Technologies Corporation (company) — Registrant
- Michael J. Collins (person) — Appointed Chief Financial Officer
- $250,000 (dollar_amount) — Annual base salary for new CFO
- 150,000 (dollar_amount) — Stock options granted to new CFO
- April 23, 2024 (date) — Effective date of appointment
FAQ
What is Michael J. Collins's annual base salary?
Michael J. Collins's annual base salary is $250,000.
When was Michael J. Collins appointed as CFO?
Michael J. Collins was appointed as CFO effective April 23, 2024.
How many stock options were granted to the new CFO?
The new CFO, Michael J. Collins, was granted 150,000 stock options.
What is the vesting schedule for the granted stock options?
The 150,000 stock options granted to Michael J. Collins vest over three years.
Is the new CFO eligible for a bonus?
Yes, Michael J. Collins is eligible for a discretionary annual bonus.
Filing Stats: 1,347 words · 5 min read · ~4 pages · Grade level 9.5 · Accepted 2024-04-24 08:45:17
Key Financial Figures
- $15,000 — (each, a "Grant Date"), in an amount of $15,000 for serving as a member of the Board an
- $1,875 — or serving as a member of the Board and $1,875 for serving as a member of the Audit Co
- $0.0001 — 0 shares of its common stock, par value $0.0001 per share (the "Common Stock"), and acc
- $9.3 million — ting in gross proceeds of approximately $9.3 million to the Company. A copy of such press r
Filing Documents
- tm2412527d1_8k.htm (8-K) — 37KB
- tm2412527d1_ex10-1.htm (EX-10.1) — 24KB
- tm2412527d1_ex99-1.htm (EX-99.1) — 11KB
- tm2412527d1_ex99-2.htm (EX-99.2) — 6KB
- tm2412527d1_ex99-2img001.jpg (GRAPHIC) — 11KB
- 0001104659-24-050960.txt ( ) — 278KB
- clir-20240423.xsd (EX-101.SCH) — 3KB
- clir-20240423_lab.xml (EX-101.LAB) — 33KB
- clir-20240423_pre.xml (EX-101.PRE) — 22KB
- tm2412527d1_8k_htm.xml (XML) — 3KB
02
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective as of April 24, 2024 (the "Effective Date"), David M. Maley was appointed to the board of directors (the "Board") of ClearSign Technologies Corporation (the "Company"), upon recommendation of the Board's Nominating and Corporate Governance Committee, to fill the vacancy created by Mr. DiElsi's resignation. As an independent director, Mr. Maley has also been appointed to serve as a member of the Board's Audit & Risk Committee. Mr. Maley, age 63, brings forty years of broad investment experience with more than half of that period focused on micro-cap equity research and portfolio management. Mr. Maley currently serves as the Chief Investment Officer and Chief Compliance Officer of 1102 Partners, LLC, a family office, and investment advisory firm founded by Mr. Maley in 2021. Prior to his current role, Mr. Maley served as a Senior Vice President at Ariel Investments, where he was Lead Portfolio Manager for the Ariel Micro-Cap Value Product fund and the Ariel Small-Cap Deep Value Product fund. During that time, he was named a "Micro-Cap Superstar" in a 2014 Red Chip Review publication. Mr. Maley also took on management of the domestic trading team at Ariel Investments and chaired the Trade Oversight Committee during his tenure at Ariel Investments. Prior to Ariel Investments, Mr. Maley founded and ran Maple Hill Capital Management and served as a Vice President and Senior Portfolio Manager for ultra-high net worth clients at Harris Bank. Mr. Maley began his career in institutional equity sales at Goldman Sachs. He received an MBA from the University of Chicago Booth School Of Business and a BBA in finance from the University Of Notre Dame. In connection with his appointment, Mr. Maley received an offer letter from the Company, dated as of April 23, 2024 and effective as of the Effective Date (the "Of
01
Item 7.01 Regulation FD Disclosure. A copy of the Company's press release announcing Mr. Maly's's appointment described in Item 5.02 is being furnished as Exhibit 99.2 to this Form 8-K. The information in this Item 7.01 of this Form 8-K, including Exhibit 99.2, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), except as shall be expressly set forth by specific reference in any such filing.
01 Other Events
Item 8.01 Other Events. On April 23, 2024, the Company issued a press release announcing the closing of its previously announced (i) underwritten public offering, pursuant to which the Company issued 4,620,760 shares of its common stock, par value $0.0001 per share (the "Common Stock"), and accompanying redeemable warrants to purchase up to 4,620,760 shares of Common Stock; and (ii) concurrent private placement, pursuant to which the Company issued 2,249,763 shares of Common Stock, pre-funded warrants to purchase up to 3,155,642 shares of Common Stock and accompanying redeemable warrants to purchase up to 8,108,106 shares of Common Stock; resulting in gross proceeds of approximately $9.3 million to the Company. A copy of such press release is furnished as Exhibit 99.1 to this Form 8-K. The information in this Item 8.01 of this Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in any such filing.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. (d) Exhibits. Exhibit No. Description 10.1* David Maley's Offer Letter, dated April 23, 2024. 10.2** Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023). 99.1*** Press Release, dated April 23, 2024. 99.2*** Press Release, dated April 24, 2024. 104* Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. ** Previously filed. *** Furnished herewith. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: April 24, 2024 CLEARSIGN TECHNOLOGIES CORPORATION By: /s/ Colin James Deller Name: Colin James Deller Title: Chief Executive Officer