Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 23, 2022, David W. Pointer tendered his resignation as a member of the
Board of Directors (the "Board") of Novation Companies, Inc. (the "Company")
effective March 31, 2022. Mr. Pointer, the former Chief Executive Officer of the
Company, had served as a member of the Board since March 27, 2018. His decision
was based on personal reasons and not a result of any disagreement between him
and the Company on any matter relating to the Company's operations, policies,
personnel or practices.
On March 25, 2022, Mark Hampton tendered his resignation as Chief Executive
Officer of Healthcare Staffing, Inc., the Company's wholly owned subsidiary
("HCS"), effective as of March 31, 2022. Mr. Hampton served in his role as Chief
Executive Officer of HCS since June 25, 2021.
On March 28, 2022, Carolyn K. Campbell tendered her resignation as Chief
Financial Officer of the Company effective as of April 15, 2022. Ms. Campbell
served in her role as Chief Financial Officer since August 9, 2017.
As previously reported on January 20, 2022, Michael Wyse, the Chief
Restructuring Officer of the Company, is providing services to the Company
through an engagement letter with Wyse Advisors LLC ("WALLC") for an engagement
fee of $20,000, 5% of the Gross Proceeds of HCS assets, inclusive of accounts
receivable monetization, and 4% of the gross proceeds for the monetization of
Novation assets and any other assets of the Company (the "Success Fee").
On March 30, 2022, the Company amended the engagement letter to provide that
WALLC shall receive a monthly fee of $30,000 to be credited against the Success
Fee.
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