He doesn't have to explain, and he doesn't have to have a reason to resign.
He is the BOD......he is the MAN.
He owns the 1 preferred share which is the FINAL VOTE. He also has 30-40% of the VSPC shares and could potentially have Karl removed as CEO if he got other shareholders with more than 50% total.
I doubt that would happen though. Even after a RS he still is in good shape with all those shares.
If you can PAY the NOTE, it might be best to MAN UP!!!