SITO Mobile directors issue open letter in response to CEO
SITO Mobile directors Matthew Stecker and Thomas Thekkethala issued an open letter in response to SITO CEO Tom Pallack. The letter states, among other things: "you and three other directors signed a letter addressed to us (...) this letter reflects a continued pattern of action purported to be properly undertaken by the company and its board, but without exposure to or consideration by all duly elected directors. (...) a practice that obviously breaches the duty owed to all directors to allow them to participate in the ongoing discourse of the company. (...) it is telling that you chose not to respond to the substantive disagreements that we addressed in our open letter (...) In addition, we find the outlandish public assertion that you have or have planned to "report" our actions to the SEC to be misguided, but untroubling (though potentially libelous). (...) Your director majority, purporting to act as a duly constituted board, conceived of and ran an end-to-end private offering of the company's securities entirely without the knowledge of one third of the board or the board's Audit Committee chairman. (...) Further, this financing was done without competition, below market, and selectively offered only to shareholders favored by your majority. - Your director majority installed a management team whose CEO is a board member, whose head of sales is a brother of one of the company's largest shareholders, and whose CFO has significant history with the company's chairman. (...) failing to consider even a single alternate candidate for any of the roles making up the newly installed management team. (...) - Your director majority ignored our sound advice that - given the unproven nature of this team and the conflicts inherent in its makeup - significant incentive compensation and costly long-term employment agreements for this team should be postponed until after a trial period. (...) - Your director majority has instead issued compensation to that team that exceeds all norms for companies our size. (...) We look forward to continuing the vigorous representation of all shareholders and insist again that the company both acknowledge and fulfill its duties to include us in the board's activities and deliberations moving forward. "