Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 1, 2023, RYVYL Inc. (the “Company”) appointed Gene Jones as the Company’s Interim Chief Financial Officer, effective as of June 1, 2023 replacing Mary Lay Hoitt who left the Company on the same day.
Since 2021, Mr. Jones 71, has been a partner in the Houston office of SeatonHill Partners, LP (“SeatonHill), a CFO services firm that also offers project based financial leadership.
For over 35 years he has served within various executive roles including Chief Financial Officer, Chief Operating Officer, Corporate Treasurer and Controller for public, private equity, venture funded, and start-up companies. He has long history of helping firms of all sizes with financial management, IT, human resources, risk management, and technology services. Key verticals served include technology services, manufacturing and distribution, retail, restaurants, law firms, litigation support services, and physician practice management. Areas of focus include companies in transition, especially those challenged by leadership changes or process remediation, and companies in need of emergency funding or fraud detection and investigation. Gene’s extensive experience includes 10 years with KPMG where he managed several hundred engagements, the implementation of over 40 M&A transactions, and leading the sales process for six different private equity firms.
Mr. Jones earned an MBA from the Indiana University and a BS in Accounting from St. Joseph’s College. Jones is a licensed CPA in Texas.
There is no arrangement or understanding between Mr. Jones and any other person pursuant to which he was selected to serve as Interim Chief Financial Officer. Mr. Jones does not have any family relationships with any of the Company’s executive officers or directors, and does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K other than the amounts paid to SeatonHill as detailed below.
In connection with Mr. Jones’ appointment as Interim Chief Financial Officer, the Company entered into an Executive Services Agreement with an effective date of June 1, 2023, with SeatonHill (the “ESA”). Since this is an interim fractional role, pursuant to the ESA, the Company will pay SeatonHill $375 per hour, plus a three percent (3%) administrative fee. The Company will reimburse SeatonHill for travel and other approved expenses. The ESA can be terminated by either party with thirty (30) days advance written notice.
The ESA replaces an Executive Service Agreement between the Company and SeatonHill for the assignment by Ms. Hoitt as the Interim Chief Financial Officer between March 9, 2023 and May 31, 2023. Pursuant to the ESA, SeatonHill was paid a total of $106,322.58 between March 9th and May 31st for Ms. Hoitt’s services.
Mr. Jones previously provided certain financial and administrative consulting services under a Professional Services Agreement with SeatonHill, dated March 15, 2023, pursuant to which SeatonHill was paid $375 per hour, plus a three percent (3%) administrative fee. Since March 15th, SeatonHill has been paid a total of $92,410.32 for Mr. Jones’ services.