Innovative Solutions & Support Announces Director Changes

TL;DR

ISSC board shakeup: Gagliano out, Dacquino in. Officer pay details also filed.

AI Summary

Innovative Solutions & Support, Inc. announced on March 15, 2024, the departure of Director Robert J. Gagliano and the appointment of new Director David L. Dacquino. The company also disclosed compensatory arrangements for certain officers, though specific details and dollar amounts were not provided in this initial filing.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine board and officer changes and compensatory arrangements, with no immediate financial distress or significant operational shifts indicated.

Key Players & Entities

• Innovative Solutions & Support, Inc. (company) — Registrant
• Robert J. Gagliano (person) — Departing Director
• David L. Dacquino (person) — Appointed Director
• March 15, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share ISSC Nasdaq Stock Market LL
• $325,000 — Will receive an annual base salary of $325,000 (pro-rated from his start date), subjec
• $250,000 — ock units having a fair market value of $250,000, and a grant of non-qualified stock opt
• $250,000, b — mon stock having a fair market value of $250,000, both of which awards will vest, subject t
• $125,000 — one-time special bonus in the amount of $125,000 to be paid to Mr. Winand for his servic
• $20,000 — nt of a consulting fee to Mr. Winand of $20,000 per month for his advisory services to

Filing Documents

• tm249362d1_8k.htm (8-K) — 32KB
• tm249362d1_ex10-1.htm (EX-10.1) — 40KB
• tm249362d1_ex99-1.htm (EX-99.1) — 12KB
• tm249362d1_ex10p-1img001.jpg (GRAPHIC) — 17KB
• tm249362d1_ex99-1img001.jpg (GRAPHIC) — 4KB
• 0001104659-24-037253.txt ( ) — 301KB
• issc-20240315.xsd (EX-101.SCH) — 3KB
• issc-20240315_lab.xml (EX-101.LAB) — 33KB
• issc-20240315_pre.xml (EX-101.PRE) — 22KB
• tm249362d1_8k_htm.xml (XML) — 3KB

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors On March 21, 2024, Innovative Solutions and Support, Inc. (the "Company") announced the appointment of Jeffrey DiGiovanni to the position of Chief Financial Officer, effective as of April 8, 2024, and transition of Relland M. Winand from the role of interim Chief Financial Officer, also effective as of April 8, 2024. After such date, Mr. Winand will continue as a consultant for the Company on an advisory basis to transition the Chief Financial Officer role. Jeffrey DiGiovanni, age 47, served as Senior Vice President and Chief Financial Officer of StoneMor Inc. (formerly NYSE: STON), a provider of funeral and cemetery products and services in the death care industry, from September 2019 to May 2023, and prior to that, served as StoneMor Inc.'s Chief Accounting Officer from September 2018 to September 2019. From January 2012 until September 2018, Mr. DiGiovanni was Managing Director at Pine Hill Group, a leading accounting and transaction advisory firm, where he worked with clients to deliver services, including readiness for initial public offerings, financial reporting, including reporting to the Securities and Exchange Commission, and technical accounting assistance on complex transactions. Mr. DiGiovanni holds a B.S. in Accounting and an M.S. in Financial Services from Saint Joseph's University and is a Certified Public Accountant. There is no arrangement or understanding between Mr. DiGiovanni and any other person relating to the selection of Mr. DiGiovanni as an officer of the Company. Furthermore, there are no (i) family relationships among Mr. DiGiovanni and any director or other executive officer of the Company, or with any person selected or nominated to become an executive officer or a director of the Company or (ii) related party transactions with Mr. DiGiovanni or any immediate family member of Mr. DiGiovanni requiring disclosure pursuant to Item 404 of Regulation S-K. On Mar

01 Other Events

Item 8.01 Other Events. On March 21, 2024, the Company issued a press release announcing the appointment of Mr. DiGiovanni as Chief Financial Officer and the transition of Mr. Winand from the role of interim Chief Financial Officer, effective as of April 8, 2024. A copy of that press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Offer Letter with Jeffrey DiGiovanni, dated March 18, 2024. 99.1 Press Release, dated March 21, 2024. 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the inline XBRL document. Management contract or compensatory plan or arrangement. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INNOVATIVE SOLUTIONS AND SUPPORT, INC. Date: March 21, 2024 By: /s/ Relland Winand Relland Winand Interim Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR