Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 19, 2022, the Board of Directors (the "Board") of Optex Systems
Holdings, Inc., a Delaware corporation (the "Company"), expanded the size of the
Board from four to five members and elected Mr. Dayton Judd as a director, to
hold office until the Company's next annual meeting of shareholders and until
his successor has been elected and qualified.
Mr. Judd is the founder and Managing Partner of Sudbury Capital Management, LLC
("Sudbury"). He also serves as the Chairman and CEO of FitLife Brands, Inc.
(OTC: FTLF)("FitLife"). He has served as a director of FitLife since June 2017
and Chief Executive Officer since February 2018. Prior to founding Sudbury, Mr.
Judd worked from 2007 through 2011 as a Portfolio Manager at Q Investments, a
multi-billion dollar hedge fund in Fort Worth, Texas. Prior to Q Investments, he
worked with McKinsey & Company from 1996 through 1998, and again from 2000
through 2007. He graduated from Brigham Young University in 1995 with a
Bachelor's Degree, summa cum laude, and a Master's Degree, both in Accounting.
He also earned an M.B.A. with high distinction from Harvard Business School in
2000, where he was a Baker Scholar. Mr. Judd has previously served on the board
of directors for RLJ Entertainment (NASDAQ: RLJE) from 2015 until the sale of
the company in 2018, and for Otelco (NASDAQ: OTEL) from 2019 until the sale of
the company in 2021. He has also served on the board of directors for several
private companies. Mr. Judd is a Certified Public Accountant.
Mr. Judd is deemed to be the beneficial owner of 829,383 shares of the Company's
common stock, representing 12.3% of its outstanding shares of common stock, of
which he holds 25,000 shares directly, with the remainder held by Sudbury
Capital Fund, LP, which Mr. Judd controls.
Mr. Judd is expected to be compensated in accordance with the Company's
non-employee director compensation practices.
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OPTEX SYSTEMS HOLDINGS, INC 
