Item 5. Other Information
Item 5. Other Information.
On August 8, 2024, the Board of Directors (the “Board”) of the Company appointed Ms. Elaine Riddell, Mr. Joseph T. Pergola, and Mr. Thomas A. Triscari as directors of the Company, effective as of August 8, 2024. Each of Ms. Riddell and Messrs. Pergola and Triscari will serve as a director of the Company until the next annual meeting of shareholders, or until his or her successor is elected and qualified. The Board has determined that each of Ms. Riddell and Messrs. Pergola and Triscari qualifies as an independent director under the New York Stock Exchange listing standards. The Board has also determined that Mr. Triscari qualifies as an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K.
Ms. Riddell, 69, currently serves as a Managing Director of Oaklins DeSilva + Phillips, a mergers and acquisitions advisory firm, a position she has held since March 2020. Prior to joining Oaklins DeSilva + Phillips, Ms. Riddell served as a Founding Partner of InsightTech Advisors, a business growth advisory firm, a position she held from June 2017 to March 2020. Prior to joining InsightTech Advisors, Ms. Riddell held a number of roles with companies focused on strategic market research. The Board has determined that Ms. Riddell’s extensive experience evaluating, implementing or overseeing strategic acquisitions and business development opportunities, including opportunities in the marketing industry, qualifies her to serve as a member of the Board.
Mr. Pergola, 50, currently serves as the Chief Financial Officer of Truckstop, a freighting software company, a position he has held since April 2024. Prior to joining Truckstop, Mr. Pergola served as the Chief Financial Officer of Connatix, a video platform company, a position he held from September 2022 to April 2024. Prior to joining Connatix, Mr. Pergola served in multiple roles at Integral Ad Science, a media analytics company, including Chief Financial Officer from November 2020 to September 2022 and Chief of Staff from December 2019 to November 2020. Mr. Pergola holds a Bachelor of Science in Business Management from St. Peter’s University and a Masters of Business Administration from Fordham University. The Board has determined that Mr. Pergola’s extensive financial and accounting expertise and his experience serving as a Chief Financial Officer of multiple companies, including companies in the media industry, qualify him to serve as a member of the Board, and as the Company’s “audit committee financial expert.”
Mr. Triscari, 55, currently serves as a Senior Advisor of Landmark Ventures, an investment bank focused on mergers and acquisitions, a position he has held since March 2024. Mr. Triscari also currently serves as the Founder and Applied Advertising Economist of Lemonade Projects, LLC, a programmatic innovation, and advisory firm, positions he has held since July 2020. Prior to founding Lemonade Projects, LLC, Mr. Triscari was a Founder and Managing Partner of Labmatik, a digital media consulting firm, a position he held from February 2015 to July 2020. Mr. Triscari also serves as a non-executive board member of Adslot, a programmatic media company, and as a non-executive board member of Br1dge, a subsidiary of Adslot, positions he has held since August 2021 and January 2024, respectively. Mr. Triscari also serves on the advisory boards of several companies in the digital media industry, including WasteNot since January 2024, Adfidence
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since July 2023, and Compliant since July 2023. Mr. Triscari is the founder of several thought leadership platforms in the digital media industry, including (FACT) Forensic AdTech Collaborative Thinktank, the AdTech Economic Forum, and the Quo Vadis Newsletter. Mr. Triscari holds a Bachelor of Arts in Economics from the University of California, Los Angeles and a Masters of Business Administration from the University of Notre Dame. The Board has determined that Mr. Triscari’s extensive experience serving in leadership and board roles with multiple digital media companies qualify him to serve as a member of the Board.
Ms. Riddell will serve on the Corporate Governance and Nominating Committee of the Board, Mr. Pergola will serve on the Audit Committee of the Board, including as the chairperson thereof, and Mr. Triscari will serve on the Compensation Committee of the Board, including as the chairperson thereof, and on the Audit Committee of the Board.
Ms. Riddell and Messrs. Pergola and Triscari will participate in the current director compensation arrangements generally applicable to the Company’s non-employee directors as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. There are no arrangements or understandings between Ms. Riddell and Messrs. Pergola and Triscari, on the one hand, and any other persons, on the other hand, pursuant to which they were selected as directors. Ms. Riddell and Messrs. Pergola and Triscari have not engaged in any transactions with the Company that would be reportable as related party transactions under Item 404(a) of Regulation S-K.
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Item 6. Exhibits.
No. Exhibit Description Form Date Filed Number Herewith
4.1
Registration Rights Agreement by and between the Company and W. Kip Speyer, executed June 28, 2024
Filed
10.1
Twentieth Amendment to Amended and Restated Senior Secured Credit Agreement, dated June 30, 2024
Filed
10.2
Annex A to the Credit Agreement dated June 30, 2024
Filed
10.3†
Separation and Release Agreement by and between the Company and W. Kip Speyer, executed June 29, 2024
Filed
10.4†
Separation Agreement by and between the Company and Harry Schulman, executed June 30, 2024
Filed
31.1 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)
Filed
31.2 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)
Filed
32.1* Certification of the Principal Executive Officer pursuant to Section 1350
Filed
32.2* Certification of the Principal Financial Officer pursuant to Section 1350
Filed
101.INS Inline XBRL Instance Document Filed
101.SCH Inline XBRL Taxonomy Extension Schema Document Filed
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.
† Indicates a management contract or compensatory plan or arrangement.
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SIGNATURES
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.
BRIGHT MOUNTAIN MEDIA, INC.
August 14, 2024 By: /s/ Matthew Drinkwater
Matthew Drinkwater,
Chief Executive Officer and Director
(Principal Executive Officer)
By: /s/ Ethan Rudin
Ethan Rudin,
Chief Financial Officer
(Principal Financial and Accounting Officer)
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