We have sales and support personnel located in Miami, Florida and various countries throughout Latin America. We also have a procurement, quality control, and manufacturing control office located in Shenzhen, China, where we have established relationships with independent design houses and original design manufacturers who manufacture our Verykool products. We maintain a rigorous in-house quality control system and have dedicated personnel who monitor production and perform inspection and testing before, during and post production to ensure that products meet our quality and performance specifications.
In March 2018, InfoSonics and CoolTech announced the successful completion of the merger of the companies. CooTech is now a wholly-owned subsidiary of InfoSonics and the Company’s common stock will continue to trade on the NASDAQ Capital Market under the stock ticker symbol “IFON.”
The company’s teams are focused on moving forward to execute our strategy as an Apple licensed partner to grow our retail footprint under our OneClick brands stores. We are one of a limited number of partners under the Apple Premium Reseller and Apple Authorized Resellers Mono-Brand programs in Latin America and the United States and aims to expand into other countries shortly.
Mr. Diaz has served as the Chief Executive Officer of Cooltech Holding since December 2016. Since September 2016, Mr. Diaz has also served as the President of OneClick, and since September 2014 he has served as the Chief Operating Officer/Managing Partner of Icon Networks LLC. From August 2006 until July 2014, Mr. Diaz served as the Director of Global Business Development of Electro Group, and from July 2005 until August 2006 he served as a Senior Manager of Samsung. From October 1996 until July 2005 Mr. Diaz served as a Business Development Manager of Panasonic. Mr. Diaz studied Social Communication at Pontificia Universidad Javeriana in Colombia.
20+ years of career in Finance, General Management and Operations in a Fortune 500 technology industry leader.
Experience leading teams in international markets streamlining operations and implementing financial controls, processes and productivity improvements.
Tech Data Corporation: Vice President of Finance, Latin-America for over eight years. Multi country role creating, controlling and restructuring companies in the region. Built and developed a robust internal controls environment with a high performance team in several countries.
Tech Data Mexico: Managing Director. Started up and development of the business unit from greenfield. Created a profitable entity with double digits revenue growth and streamlined SG&A.
Served in other regional and in country positions for Tech Data Corporation.
Mr. Rezk has served as the Executive Vice President of Sales and Marketing of Cooltech since December 2016. Since May 2013 he has also served as the Chief Executive Officer and is the founder of Icon Networks LLC. From January 2011 until May 2013 Mr. Rezk was the Head of Enterprise Sales for Latin America at Apple Inc., and from March 2009 until January 2011 he was the Senior Manager, GTM Business Development, Emerging Channels Team at Cisco System (“Cisco”). From August 2005 until March 2009, Mr. Rezk was the Senior Marketing Manager, Emerging Markets Channels at Cisco. Mr. Rezk received his bachelor’s degree in Economics from University of Los Andes, Bogotá and a Master in Business Administration and Master of Computer Information Systems from the University of Miami.
Mr. DeFrancesco has served as Chairman of the Board of Cooltech Holding since December 2016. Since September 2007, Mr. DeFrancesco has served as Chairman & CEO of Delavaco Group. Mr. DeFrancesco served as Director of Kalytera Therapeutics (formerly Santa Maria Petroleum) from July 2011 to December 2016. From January 2014 to June 2015, Mr. DeFrancesco served as Chairman and CEO of Firm Capital American Realty Partners (formerly Delavaco Residential Properties Corp). From August 2013 to July 2016, Mr. DeFrancesco served as partner and Executive Director of Kahala Corp. From October 2009 to December 2010, Mr. DeFrancesco served as Director, President and CEO of P1 Energy Corp. From January 2010 to December 2010, Mr. DeFrancesco served as Co-founder and Chairman of APO Energy. Mr. DeFrancesco received his B.A. from the University of Western Ontario.
Since founding InfoSonics in 1994, Mr. Ram has built the Company to be one of the premier providers of wireless handsets and accessories serving Latin America, North America and now expanding into Asia Pacific. His foresight in responding to ever-changing market conditions in the wireless industry has enabled him to lead the Company in capitalizing on many different opportunities in the marketplace. Prior to founding the Company, Mr. Ram held various positions in procurement sales and marketing. Mr. Ram studied economics and business management.
Vern LoForti joined InfoSonics as its Chief Financial Officer in July 2010. He oversees all finance, administrative, information technology, investor relations and legal aspects of the Company. Previously, Mr. LoForti served in a number of executive positions at Overland Storage, Inc., a global supplier of data protection appliances. He joined Overland in 1995 and served first as the company’s Vice President, Chief Financial Officer and Secretary, and led its initial public offering in 1997. From August 2007 to January 2009, LoForti served as President, Chief Executive Officer and a member of Overland’s Board of Directors. From February 2009 to September 2009, he served as Overland’s President. From August 1992 to December 1995, LoForti was the Chief Financial Officer for Priority Pharmacy, a privately held pharmacy company. From 1981 to 1992, he was Vice President of Finance for Intermark, Inc., a publicly held conglomerate. LoForti began his career in public accounting with Price Waterhouse and holds a Bachelor of Science in Accounting from Brigham Young University. He is a past president of the San Diego Chapter of Financial Executives International (“FEI”) and is a member of the AICPA and the California State Society of CPAs.
Mr. Serruya is the Managing Director of Serruya Private Equity Inc. (“SPE”), a global private equity firm. Mr. Serruya owns and co-founded Yogen Früz Canada Inc. and International Franchise Inc., which holds brands such as Swensen’s® Ice Cream and Pinkberry®, and has been actively involved in each company’s development since each inception in 1986 and 2005, respectively. He has been the President of Kahala Brands, Ltd. since December 2013, and a Director of Kahala Brands since August 2013. Mr. Serruya currently serves as the President and Director of Yogen Früz U.S.A. Inc. and has since May 1989. He serves as the Manager and President of YF Franchise LLC and has since December 23, 2005. He serves as the President and Director of Yogen Früz Canada Inc. and has since August 1986. Mr. Serruya served as a Director of Coolbrands International Inc. from September 1994 to December 2005. He has been a Director of The Second Cup Ltd. since August 2017.
Mr. Picow has served as a Director of InfoSonics since December 2003. Since March 2001, Mr. Pico has served as a Director of SMF Energy Corporation (formerly known as Streicher Mobile Fueling, Inc.), a public company that provides petroleum product distribution services, transportation logistics and emergency response services to the trucking, manufacturing, construction, shipping, utility, energy, chemical, telecommunications and government services industries. From March 2008 through March 2011, Mr. Pico served as Vice Chairman of the Eezinet Corporation, a community aware internet service and communications provider. From May 2005 through September 2007, Mr. Pico served as a Director of Ascendia Brands, Inc., a public company that manufactured, marketed and distributed a portfolio of branded products in the health and beauty care categories. Ascendia Brands was previously known as Cenuco, Inc. prior to a name change in May 2006. From April 2004 to May 2005, Mr. Pico served as Chairman of Cenuco, Inc., a public company engaged in wireless application development and software solutions. From July 2003 to May 2005, Mr. Pico served as a Director of Cenuco. From May 2006 to September 2008, Mr. Pico served as a Director and Audit Committee Member of American Telecom Services, Inc., a public telecommunications services company. From 1996 to 1997, Mr. Pico served as Vice Chairman and a Director of BrightPoint, Inc., a public company that distributes wireless devices and accessories and provides customized logistic services to the wireless industry. From its formation in 1986 until its merger with BrightPoint in 1996, Mr. Pico was Chief Executive Officer of Allied Communications, Inc., a cellular telephone and accessory distribution company. Mr. Pico’s extensive board leadership experience with companies in the wireless telecommunications industry, together with his experience in the distribution of wireless devices as a director, owner and executive officer of companies in this line of business, provide the InfoSonics Board with significant expertise and skills relevant to the Company’s business.
InfoSonics is committed to protecting the interests of its stockholders through sound principals of corporate governance and openness and transparency with regulators and the investing public. As a public company, we are committed to a strong Code of Business Conduct and strive to make honesty and integrity the foundations of our corporate culture.
In this portion of our website, we have posted key information about our corporate governance policies. These policies provide a framework for the proper operation of our Company, consistent with our stockholders’ best interests and the requirements of the securities laws and The NASDAQ Stock Market upon which our stock is traded. Some of our corporate governance policies include:
>Maintenance of Board Committees including Audit, Compensation and Nominating and Corporate Governance Committees, all comprised entirely of fully independent directors;
> Annual review of the charters of each of our Board Committees which clearly establish their respective roles and responsibilities; ……...MORE
Below is a summary of the committee structure of our Board of Directors and membership information.
|Independent Director||Audit||Compesation||Nominating and Corp. Governance|
|Andrew de Francesco (A)||X||C||C|
X = Member, C= Chairman
(A) – Chairman of the Board
(As Amended and Approved March 12, 2015)
Purpose and Authority
The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of InfoSonics Corporation (the “Company”) is to oversee (a) the Company’s accounting and financial reporting processes and the audits of the Company’s financial statements, (b) the independent auditor’s qualifications, independence and performance, (c) the Company’s internal audit function ,if any, and the performance of its internal accounting and financial controls, and (d) the Company’s compliance with legal and regulatory requirements (including, without limitation, compliance with the Company’s code of ethics for senior financial officers and compliance with the Company’s code of conduct for all Company personnel).
The Committee is directly responsible for the appointment, compensation, retention and oversight of the independent auditor, and shall also have all authority necessary to fulfill the duties … MORE
(As Amended and Approved March 12, 2015)
Purpose and Authority
The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of InfoSonics Corporation (the “Company”) is to (a) oversee the Company’s compensation plans, policies and programs for its senior management and non-employee directors of the Board, (b) oversee the Company’s employee benefit plans, including its incentive compensation and equity compensation plans, and (c) review, discuss with Company management, make recommendations regarding and approve, as applicable, compensation-related disclosures as may be required by the Securities and Exchange Commission (“SEC”) or other applicable regulatory bodies, including any compensation discussion and analysis (“CD&A”), if required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to be included in Company SEC filings.
The Committee shall have all authority necessary to fulfill the duties and responsibilities assigned to the Committee in this Charter or otherwise assigned to it by the Board. To the extent permitted by applicable law, regulations and listing requirements…. MORE
(As Amended and Approved March 12, 2015)
Purpose and Authority
The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of InfoSonics Corporation (the “Company”) is to (a) identify individuals qualified to become directors on the Board and approve and recommend to the Board candidates for election as directors, (b) oversee evaluations of the Board and its Committees, and (c) develop, periodically review, monitor and recommend to the Board corporate governance principles and policies applicable to the Company.
The Committee shall have all authority necessary to fulfill the duties and responsibilities assigned to the Committee in this Charter or otherwise assigned to it by the Board. To the extent…. MORE
This Code of Business Conduct and Ethics (the “Code”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees of the Company. The standards set forth in this Code are linked closely to our corporate vision, strategies and values. All of our employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The Code is intended to provide guidance to persons functioning in managerial or administrative capacities, as well as to all employees.
If a law conflicts with a policy in this Code, you must comply with the law. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.
The integrity, reputation … MORE
Principles Governing Professional and Ethical Conduct
It is the policy of InfoSonics Corporation (the “Company”) that the Company’s Chief Executive Officer, Chief Financial Officer, principal accounting officer and controller (or persons performing similar functions) adhere to, advocate and promote the following principles:
> Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
> Full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and other public communications made by the Company; and
> Compliance with laws, rules and regulations applicable to the Company.
Reporting and Treatment of Violations
Persons who become aware of suspected violations of this Code should report such suspected violations promptly to…. MORE