Sent a whole bunch of questions to the Miller Group this past morning regarding the filings and a few other tangential issues.
These are my questions. I will post the answers when I receive them.
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RE: compensation/termination
Are these levels of compensation (salary + options) and severance in line for a company at this stage of development and or in this industry?
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RE: BOD - Brown qualifications
BOD member Jeff Brown's background doesn't seem to correlate with either the industry or its customers, so how does Brown's prior accounting experience for a candle stick making company (or whatever it was) qualify him for a position on the board, and or raise Virtra's stature in the sector in which it sells its products?
Before he resigned, with the resume Virtra provided, some one of John Hinnant's background and stature would seem more suitable for the BOD than Brown's. Was Hinnant considered for the BOD?
As a management consultant, will you be recommending more suitable appointees to the BOD than Brown, and more similar in background and expertise like Hinnant? Or is Ferris only looking for BOD members that will be more pliable and in agreement with Ferris's decisions?
Will Virtra add board members to be compliant with SOX's oversight requirements?
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RE: Non-Compete clauses
This really isn't part of the filings, but it does go back to Hinnant and the development department resignations. When you bring someone in because of HIS or HER connections, then retroactively request a non-compete signature, aren't you putting that person in something of a double bind giving that person no option except to leave? If for whatever reason a person leaves the company, why shouldn't he or she be able to solicit business from a company with which that person had prior connections if that person is more qualified?
I had a similar situation myself recently where I brought a huge client to the small company where I recently resigned from. If I had been asked to sign a non-compete clause that would preclude me from doing business with the client I brought, I would have resigned immediately. Now because I didn't have a agreement protecting my relationship with the client instead, the battle that resulted between myself and my former employer has resulted in both of us losing future work.
Thus my follow up question being (especially for employees of the supposed stature of Hinnant) are these non-compete clauses being crafted to deal with the specific situations with specific employees? My concern is that non-compete agreements that are too broad and generic will make it difficult to retain key personal (especially if enforced retroactively) as well as deter potential future employees with significant connections from being employed in the first place.
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RE: Filing in General
-I assume this document will be supplemented with additional information before being filed with the SEC since it's missing a lot of info that typically is included for example like Security Ownership of Management. Is this a correct assumption? In the form the document is in, is that primarily just to get the audited numbers out for shareholder to review as quickly as possible?
-Since these released documents are not signed by CEO, will filings with the SEC comply with SOX and include the CEO's signature?
AI
