TROIKA MEDIA GROUP, INC. : Change of Directors or Principal Officers (Form 8-K)

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ARTICLE 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY APPROVALS OF CERTAIN EXECUTIVES

(I) On April 27, 2022, Sabrina Yang, 42, has joined the Company’s Board of Directors (the “Board”) and will be a member of the Audit Committee. Sabrina is a seasoned finance executive with over 17 years of experience in accounting, financial planning and analysis (“FP&A”), mergers and acquisitions advisory and corporate finance. Since 2021, Sabrina has been Chief Financial Officer of Final Bell Holdings, Inc. (“Final Bell”), an industry leader in end-to-end product development and supply chain solutions to leading cannabis brands in United States and Canada. During her tenure at Final Bell, she led the reverse takeover transaction process, paving the way for Final Bell to become a publicly traded company on the Canadian Stock Exchange. Along with the reverse takeover, she also integrated and managed all of Final Bell’s administrative functions, including accounting, finance, legal, HR and IT operations.

Prior to joining Final Bell, since 2018, Sabrina was the part-time CFO of Apollo Program, a data-driven advertising technology company, where she led all administrative and operational functions. She also served as assistant financial director of a private school operating in both United States and China. She held previous roles in strategy, analytics and FP&A, at the Topps Company and Undertone, a digital advertising company. Sabrina began her career with five years at KPMG srl in her transactional services team, where she advised clients on strategy, corporate finance, valuation and financial modelling. Ms Yang is a Certified Public Accountant with a Master of Science in Accounting and Applied Statistics from Louisiana State University.

(ii) On April 27, 2022, John Belniak45 years old, has joined the Board and will sit on the Company’s Audit Committee. At Mr. Belniak’s brings to the Board extensive financial, operational and transactional experience in a range of investment banking, private equity, niche consumer businesses and large corporations. Since April 2020John served as the Managing Director of
Garage Hagerty + Social overseeing the indemnification, development and operation of the Hagerty collectors hobbyist centre. Since July 2008 until 2020, he was founder and partner of Powering Equity Partners (and its predecessor) focused on identifying niche branded consumer products for acquisition, recapitalization or strategic partnership. Mr Belniak sits on the board of NEMO Equipment since 2006 and Veto Pro Pac since 2012. Mr Belniak earned his BA in English from Hamilton College.

(iii) On April 27, 2022, Wendy Parker, 56, joined the Board as an independent director. Since 2002, Ms. Parker was a member of the commercial, real estate and insurance groups of Gatehouse Chambers at London, England and undertakes most areas of work in these areas. She has developed a strong practice both as an advisor and a lawyer and has experience appearing in specialized commercial and real estate forums as well as before the courts and the Court of Appeal.

Ms. Parker has been involved in many technically complex cases. She has a solid academic background which she combines with a practical and common sense approach to help clients achieve their goals. Ms. Parker is a member of the Chancery Bar Association of the United Kingdom and the COMBAR (the
Bar specialized in commercial lawyers advising the international business community).

(iv) There was no material prior relationship with any of the three (3) new independent directors. Each Director will receive: (i) $7,500 per calendar quarter, and (ii) restricted stock units to purchase 50,000 common shares that vest quarterly during the one-year period from the date of appointment.




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