Canada: UrtheCast has announced that, with the completion of the UrtheDaily senior loan facility and the subordinated capital financing, Tye Burt and Letitia A. (Tish) Long have decided, individually, not to stand for re-election as directors at its annual and special shareholder meeting (the “Meeting”) scheduled for 10:30 a.m. (Vancouver time) on June 25, 2018 at the Pan Pacific Hotel Vancouver at 300-999 Canada Place, Vancouver, BC. Greg Nordal has also decided not to extend his three-month term as Interim CEO and to resign as Interim CEO and member of the board of directors of UrtheCast (the “Board”) effective as of May 29, 2018. The Company is in advanced stages of a CEO search and will provide a progress update in due course.
At the Meeting, six management nominees will stand for election to the Board, including two long-serving directors, William M. Evans (director since June, 2013) and James Topham (director since May, 2015) along with two directors appointed on May 25, 2018, namely Mark. J. Piegza and Adam M. Vore. Management nominees also include two highly qualified candidates, Andreas M. Georghiou and John (Jack) Shannon (see below for a summary of their qualifications). Upon the election of directors to the Board at the Meeting, the Board expects that an independent director will be appointed as Chair of the Board and Board committees will be reconstituted in accordance with best corporate governance practices.
The Company wishes to recognize and thank each of Mr. Burt, Mr. Nordal and Ms. Long for their outstanding leadership and unfailing dedication to ensuring the long-term future of the Company, especially during the challenging times over the last few months.
Tye Burt has been Chair of the Board for most of the time Urthecast has been a publicly traded company. Under his leadership and with his broad-based experience, the Company has grown from a startup with 80 employees and little revenue to an operational organization of more than 280 employees and sales last year of approximately $40 million. Under Tye’s leadership, the company has provided unique earth observation sensors on the International Space Station, acquired two operational earth observation satellites (Deimos 1 and 2), and developed a world-leading synthetic aperture radar (SAR) technology. His dogged perseverance and his uncanny ability to form a consensus among diverse interests were the driving forces that resulted in the successful completion of these visions.
Greg Nordal has also been on the Board for most of the time Urthecast has been a publicly traded company. During this time, he served as Chair of the Compensation Committee and a member of the Technical and Operational Committee where his extensive management experience brought unique insight and a depth of understanding essential to the operation of these committees. Three months ago, Greg accepted the role of Interim CEO of the Company at great personal sacrifice. His management skills successfully guided the Company through the completion of the UrtheDaily senior loan facility and the subordinated capital financing. The Company is indebted to Greg for his wholehearted dedication to making UrtheCast a successful organization and his selflessness to take on the arduous duties of the role during this time period. Mr. Nordal’s departure from his role as Interim CEO and a member of the company’s Board of Directors will take immediate effect.
Tish Long has been a Board member for several years and has served as a member of the Technical and Operations Committee and the Audit Committee. For the past few months, she has been Chair of the Compensation Committee. In all of her committee and Board work, Tish contributed thoughtful, incisive and relevant points of view informed by her extensive technical and management experience. Her deep understanding of the Earth Observation business, her broad technical expertise, and her CEO-level management skills have provided the Company with the confidence that the UrtheDaily constellation program is well founded and that the SAR technology being developed by the Company is world-class. The Company wishes to thank Tish for providing the independent business and technical analysis and advice so essential to the success of a high technology company like UrtheCast.
Tye, Greg and Tish have set the Company on a course with great promise and the Company wishes them the very best as they embark on the next opportunities of their remarkable careers.
Set out below is a summary of the qualifications of each of Mr. Georghiou and Mr. Shannon who will stand for election as management nominees at the Meeting.
Andreas Georghiou has over 30 years of experience at various senior executive positions, most of them in the satellite industry, including as Chief Executive Officer of Spacenet, Inc., Member of the Management Committee of Gilat Satellite Networks Ltd., Chief Commercial Officer (responsible for Sales and Marketing) and Senior Vice-President, Asset Management of SES Americom and Senior Vice-President for Global Satellite Services, General Electric. He is also a former Chairman of the Board at Dunmore Corporation, presently serves as CEO of Andreas Pallas Consulting Inc., and provides advisory services to boards of telecommunication and technology companies and investment companies. He has an M.S. degree in Operations Research from the Wharton School of the University of Pennsylvania and a B.Sc. from the same University in Statistics and Mathematics. He is a Fulbright Scholar and was a teaching assistant in the Wharton MBA program.
John (Jack) Shannon is a New York attorney who for the past 14 years was a Managing Director and Head of Compliance for Investment Banking and Capital Markets at Bank of America Merrill Lynch. Previously, he was the head of Equity Capital Markets Compliance at UBS and worked in Merrill Lynch’s Litigation and Regulatory Law department as well as its Investment Banking Counsel’s office. Jack received a Bachelor of Science in Economics from the Wharton School of Finance and Commerce at the University of Pennsylvania and a law degree from Fordham University School of Law.
The purpose of the Meeting is, among other things, to elect directors to the Board. Details on the matters to be considered at the Meeting will be described in full in a management information circular (the “Circular”) to be mailed to shareholders in the coming days.