Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Departure of Randal Stephenson as the Company’s Chief Financial Officer

 

On July 30, 2026, the Board of Directors (the "Board") of the Company approved the termination of Randal Stephenson’s positions as Chief Financial Officer and Senior Vice President of the Company and the termination of his employment, without cause, effective as of July 31, 2026 (the "Departure"). Mr. Stephenson and the Company are currently negotiating a termination and severance agreement (the "Termination Agreement"), in connection with the Departure, and the Company will report the terms of the Termination Agreement, when it has been completed and executed by the Company and Mr. Stephenson, in a future Current Report on Form 8-K, and will file a copy of the Termination Agreement as an exhibit to that Current Report on Form 8-K.

 

Appointment of Greg Deisher as the Company’s Acting Chief Financial Officer

 

On July 30, 2026, the Board approved the appointment of Greg Deisher, currently the Chief Operating Officer and Executive Vice President of the Company, to replace Mr. Stephenson as the Company’s Chief Financial Officer, effective as of July 31, 2026, and Mr. Deisher has served as the Acting Chief Financial Officer of the Company since that date. Mr. Deisher will also continue to serve as Chief Operating Officer and an Executive Vice President of the Company.

 

Mr. Deisher has served in senior financial and operational leadership roles for over 20 years including multiple professional experiences in Russia, China and South East Asia. From 2024 to 2026, Mr. Deisher served as the CFO of Wallarm Inc, a cybersecurity company specializing in API (Application Programming Interfaces) Security. From 2019 to 2024, Mr. Deisher served as the CFO of Vapor IO, Inc., an ultra low latency edge datacenter company. From 1990 to 1997, Mr. Deisher worked at PricewaterhouseCoopers ("PwC"), and during his tenure at PwC, he worked as a Senior Auditor at the PwC’s Dallas office, where he served oil & gas and banking clients, and he worked as a Senior Manager, Tax & Legal of the Almaty, Kazakhstan office, where he served clients consisted of international telecom, oil & gas (including ExxonMobil, Chevron & Shell) and FMCGs (Unilever, P&G plus both Coca-Cola and Pepsi). Mr. Deisher obtained his bachelor’s degree from Texas Tech University and completed graduate studies in Chinese language and China studies at University of Texas, Austin. Mr. Deisher is a certified public accountant (CPA).

 

Mr. Deisher has no family relationships with any of the Company’s directors or executive officers, and he is not a party to, and does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Deisher and any other persons pursuant to which he was selected as an executive officer.