Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
February 26, 2020, ImageWare Systems, Inc. (the "Company")
announced the appointment of Kristin Taylor as President and Chief
Executive Officer of the Company, effective March 2, 2020. A copy
of the press release issued by the Company regarding Ms.
Taylor’s appointment is attached hereto as Exhibit 99.1. Ms.
Taylor replaces S. James Miller, Jr. who will resign as Chief
Executive Officer of the Company effective March 2, 2020, but will
remain as Chair of the Board.
Ms.
Taylor, age 53, is a seasoned innovative technology executive with
over 20 years of experience in leading organizational modernization
and developing go-to-market strategies. She currently serves as
Principal at Veritas Lux since November 2019 and previously served
as a consultant with Kristin Taylor Consulting since 2012, in which
she developed a proprietary patented and algorithmic methodology to
weigh and rank the most influential global technical analysts. From
2017 to 2019, Ms. Taylor served as Vice President of Worldwide
Analyst Relations at IBM and led the efforts to modernize and
transform IBM's analyst relations organization. From 2013 to 2017,
she served as Vice President, Global Analyst and Public Relations
at MediaTek, the third largest fabless semiconductor company
worldwide with a $30 billion market cap, where she led the buildout
of a new global public and analyst relations organization to
penetrate the North American, European, Latin American, Russian and
Indian markets. Prior to that, she served in various positions of
increasing responsibility with Qualcomm from 1998 to 2010 including
as Head of Industry Analyst Relations, Senior Director of Business
Development, and as a Director in Information Technology. Ms.
Taylor earned her Bachelor's degree in Sociology and Business
Management from the University of New Hampshire.
There
are no family relationships between Ms. Taylor and any director or
executive officer of the Company.
In
connection with the appointment of Ms. Taylor as President and
Chief Executive Officer, the Company and Ms. Taylor intend to into
an agreement (the "Employment
Agreement") that provides, among other things, for an annual
base salary of $330,000 for a period of 24 months. The Employment
Agreement is also anticipated to provide for the grant of a stock
option to purchase 1.75 million shares of the Company's common
stock par value $0.01 per share ("Common Stock"), which stock option
shall vest in three equal annual installments beginning one year
from the date of issuance. In the event of termination of her
employment other than by reason of death or disability, or for
cause, the employment agreement is also anticipated to provide Ms.
Taylor with certain severance payments , including continuation of
her salary for the greater of one year or the remaining term under
her employment agreement.