| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of Michael Salvator as Director
On March 23, 2026,Michael Salvator submitted to the Company’s Board of Directors (the “Board”) notice of his resignation from his position as a director of the Company (including the Compensation and Audit Committees of the Board), with such resignation to be effective immediately. His resignation as a director did not result from any disagreement with the Board on any matter related to the operations, policies, or practices of the Company.
Resignation of Jonathan Darnell as Chief Financial Officer
On March 23, 2026, Jonathan Darnell submitted to the Company’s Board of Directors (the “Board”) notice of his resignation from his position as Chief Financial Officer, with such resignation to be effective immediately. His resignation as Chief Financial Officer did not result from any disagreement with the Board on any matter related to the operations, policies, or practices of the Company.
Election of Andrew Schoff
On March 26, 2026, the Board elected Andrew Schoff as a director of the Company, effective immediately, to serve in such capacity until a successor has been elected and qualified, or until his resignation or removal. Mr. Schoff will serve as a member of the Company’s Compensation Committee and Audit Committee.
Mr. Schoff, age 44, is the Founder and CIO of S3 Management LLC, a single family office that invests primarily in public equities. Previously, Mr. Schoff was a Founding Partner of Tide Point Capital, where he was a portfolio manager with expertise in the Industrial, Energy, Consumer and related macro landscape. Prior to founding Tide Point in 2012, from 2008 to 2011, he was a Senior Analyst at Harbor Watch Capital, where he focused on the industrials, aerospace & defense, transports, energy and construction industries. Prior to Harbor Watch, Andrew worked at Diamondback Capital as a Senior Analyst where he followed the industrial and capital goods sectors. Mr. Schoff began his career as an Associate at Prudential Equity Group working on a top-ranked team that was recognized by both The Wall Street Journal and Institutional Investor. At Prudential, he covered multinational conglomerates operating in the general industrial, aerospace, energy and healthcare industries. Andrew has developed deep relationships with corporate management and industry contacts through his career. Mr. Schoff graduated from Hamilton College with a B.A. in Economics
There are no family relationships between Mr. Schoff and any director or executive officer of the Company. To the best knowledge of the Company, there is no understanding or arrangement between Mr. Schoff and any other person pursuant to which he was elected as a director of the Company. To the best knowledge of the Company, neither Mr. Schoff nor any of his immediate family members is a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Appointment of Andrea Dobi
On March 26, the Board appointed Andrea Dobi as Chief Financial Officer of the Company, effective immediately, to serve in such capacity until a successor has been elected and qualified, or until her resignation or removal.
Ms. Dobi, age 52, has served as Secretary of the Company since inception. She is the Chief Operating Officer of AltEnergy, LLC, a private equity firm focused on alternative energy investing, where she has been working since September 2009. Prior to joining AltEnergy, Ms. Dobi was employed at J.H. Whitney & Co., a middle-market private equity firm based in New Canaan, Connecticut. Ms. Dobi graduated from Fairfield University.
There are no family relationships between Ms. Dobi and any director or executive officer of the Company. To the best knowledge of the Company, there is no understanding or arrangement between Andrea and any other person pursuant to which Ms. Dobi was elected as a director of the Company. To the best knowledge of the Company, neither Ms. Dobi nor any of her immediate family members is a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
