Investor Relations

Compensation Committee Charter

Purpose

The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) to discharge the Board’s responsibilities relating to compensation of Akerna Corp. (the “Company”) Chief Executive Officer (the “CEO”) and the Company’s other executive officers (collectively, including the CEO, the “Executive Officers”). The Committee has overall responsibility for approving and evaluating all compensation plans, policies and programs of the Company as they affect the Executive Officers.

Committee Membership

The Committee shall consist of no fewer than three members. The members of the Committee shall meet the independence requirements of the NASDAQ Stock Market.  The members of the Committee shall be appointed by the Board on the recommendation of the Nominating & Governance Committee. One member of the Committee shall be appointed as Committee Chairperson by the Board. Committee members may be replaced by the Board.

Meetings

The Committee shall meet as often as necessary to carry out its responsibilities. The Committee Chairperson shall preside at each meeting.  If the Committee Chairperson is not present at a meeting, the Committee members present at that meeting shall designate one of its members as the acting chair of such meeting.

Committee Responsibilities and Authority

  1.  The Committee shall, at least annually, review and approve the annual base salaries and annual incentive opportunities of the Executive Officers. The CEO shall not be present during any Committee deliberations or voting with respect to his or her compensation.
  2. The Committee shall, periodically and as and when appropriate, review and approve the following as they affect the Executive Officers: (a) all other incentive awards and opportunities, including both cash-based and equity-based awards and opportunities; (b) any employment agreements and severance arrangements; (c) any change in control agreements and severance protection plans and change in control provisions affecting any elements of compensation and benefits; and (d) any special or supplemental compensation and benefits for the Executive Officers and individuals who formerly served as Executive Officers, including supplemental retirement benefits and the perquisites provided to them during and after employment.
  3. The Committee shall review and discuss the Compensation Discussion and Analysis (the “CD&A”) required to be included in the Company’s proxy statement and annual report on Form 10-K by the rules and regulations of the Securities and Exchange Commission (the “SEC”) with management, and, based on such review and discussion, determine whether or not to recommend to the Board that the CD&A be so included
  4. The Committee shall produce the annual Compensation Committee Report for inclusion in the Company’s proxy statement in compliance with the rules and regulations promulgated by the SEC.
  5. The Committee shall monitor the Company’s compliance with the requirements under the Sarbanes-Oxley Act of 2002 relating to loans to directors and officers, and with all other applicable laws affecting employee compensation and benefits.
  6. The Committee shall oversee the Company’s compliance with SEC rules and regulations regarding shareholder approval of certain executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, and the requirement under the NASDAQ rules that, with limited exceptions, shareholders approve equity compensation plans.
  7. The Committee shall make regular reports to the Board.
  8. The Committee shall have the authority, in its sole discretion, to retain and terminate (or obtain the advice of) any advisor to assist it in the performance of its duties, but only after taking into consideration factors relevant to the advisor’s independence from management specified in NASDAQ Listing Rule 5605(d)(3). The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any advisor retained by the Committee and shall have sole authority to approve the advisor’s fees and the other terms and conditions of the advisor’s retention. The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any advisor retained by the Committee.
  9. The Committee may form and delegate authority and duties to subcommittees as it deems appropriate.

Jessica Billingsley

MJ Freeway

Jessica Billingsley has served as MJ Freeway’s Chief Executive Officer since April 2018. She co-founded MJ Freeway in 2010 and served as President from 2010 to April 2018. Prior to MJ Freeway, Jessica was CEO and founder of Zoco, a technology services firm with clients across the United States. She has 20 years of technology and systems experience with rapidly scaling businesses, and holds a degree in Communications and Computer Science from the University of Georgia. Jessica was recently included in Inc. Magazine’s 100 Female Founders list, 2018.

Ray Thompson

Chief Operating Officer

Ray Thompson is the Chief Operations Officer at MJ Freeway. He has 15+ years of corporate management experience including operations, sales, and talent management. From 2008 to 2016, Ray served as the Senior Vice President of VisionLink, a multiagency humanitarian software platform. From 2016-2018, Ray was Head of Customer and Sales Operations at Gloo, a people development platform. With 20+ experience in software systems, Ray specializes in the meeting the unique needs of high growth technology companies and helping them scale.

Ruth Ann Kraemer

Chief Financial Officer

Ruth Ann leads MJF’s financial operations. From 2012 to 2018, she served as CFO of Tempo Financial Holdings, Tempo Financial US Corp, and Unidos Financial Services, subsidiaries of Catalina Acquisitions. From 2010 to 2012, she worked for Linc Energy Operations as Divisional CFO. Prior to that, Ruth Ann was CFO for Allegro Multimedia, and has held various financial roles throughout her career. She was certified as a CPA in 1985.

Mark D. Iwanowski

Global Visions-SV, Inc.

Mark D. Iwanowski is the Founder, CEO and President of Global Visions-SV, Inc. He was previously a Managing Director with Trident Capital, Cleantech and served as Senior Vice Presential Global IT and CIO for Oracle Corporation. Mark also held executive positions with Raytheon and was principal at three successful startups—Applied Remote Technology, Quantum Magnetics, and Neohapsis. He earned his MBA from National University and California Institute of Technology, and B.S. in Engineering from the University of Pennsylvania.

Emery Huang

Batu Capital

Emery Huang is senior partner at Batu Capital, which is a multi-family office managed by Emery and Evan Huang. Batu looks for opportunities in cryptocurrency, cannabis, and big data that constitute either game-changing technologies or are late-stage/pre-IPO enterprises that have built wide economic moats. Prior to Batu, Emery was senior partner at Titan Capital.

Matt Kane

Green Shades Software

Matt Kane is the Co-Founder of Greenshades Software where he serves as Co-CEO. He is also a Co-Founder of Welltality, where he served as CEO from 2014-2018 and has remained a Board Member since 2014. Matt’s background is in building, growing and scaling software companies. He has been a member of the MJ Freeway Board of Directors since 2015 and earned his MBA from Warrington College of Business at University of Florida and B.S. in Computer Information Systems from Jacksonville University.

Roger McNamee

Elevation Partners

Roger McNamee co-founded Elevation, an investment partnership focused on the intersection of media and entertainment content and consumer technology. In 1999, he co-founded Silver Lake Partners, the first private equity fund focused on technology businesses. He notably was a key early investor in Facebook, and he released his insights on the social media site in a new book called “Zucked: Waking Up to the Facebook Catastrophe,” published by Penguin Random House.

Tahira Rehmatullah

MTech

Tahira Rehmatullah serves as MTech Acquisition Corp’s CFO, Managing Director of Hypur Ventures, and Board Member of Dope Media. She is also an advisor to numerous businesses and entrepreneurs in the cannabis industry. Tahira has been named one of the top leaders and investors in cannabis by Fortune and Complex, and is dedicated to developing female and minority leadership in the market. She earned her MBA from the Yale School of Management and B.S. in Finance and Life Sciences from The Ohio State University.

Douglas Rothschild

MTech

Douglas Rothschild is MTech’s senior advisor and a senior analyst at Scoggin Management LP, a privately-owned hedge fund sponsor. Since joining Scoggin in 2002, he has focused on analyzing and investing in both public and private securities across all asset sectors. Prior to joining Scoggin, Doug was an associate in the asset management group of Goldman Sachs, where he focused on the real estate, lodging and gaming sectors. Doug received a B.A. in Finance from the Sy Syms School of Business at Yeshiva University. He is a CFA charterholder.

Scott Sozio

MTech

Scott Sozio serves as the CEO of MTech Acquisition Corp., and is the Co-Founder and Managing Director of Director of Hypur Ventures, as well as Partner at the family office investment firm of MTech’s Chairman, Van Dyke Holdings, since its inception in 2013. Scott is Director of Hypur Inc., a banking compliance technology business, and Director of Simplifya Holdings, LLC, a cannabis compliance technology business. He received his B.A. in Architecture from Columbia University.