ChronoScale Holdings Corp
For the period ended Sep 25, 2026. Filed Sep 25, 2026.
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Sep 25, 2026 · Filed Sep 25, 2026
Contents
PROPOSAL
PROPOSAL 1
ELECTION OF DIRECTORS
In connection with the Closing, immediately prior to the Closing and effective as of the Closing Date, the following directors tendered their resignations from the Board and each committee of the Board on which each such director respectively served: Mary Ann Cloyd, Corinna Lathan, Ph.D., Charles Li, Ph.D., and Deborah Lafer Scher, which resignations were not the result of any disagreements with the Company or its management relating to the Company’s operations, policies or practices.
Effective upon the Closing, on May 5, 2026, the size of the Board was increased to seven members and the Board was reconstituted as follows: Wes Cummins (Chairman), Ella Benson, Ying Cenly Chen (our Chief Executive Officer), William M. Clancy, Scott G. Davis, Douglas Miller and Richard Nottenburg. In addition, on June 29, 2026, the Board increased the size of the Board from seven to eight members and appointed Andrew Schaap to serve as a member of the Board to fill the resulting vacancy, effective as of June 29, 2026.
Our Board, upon recommendation of our Nominating and Governance Committee, has nominated Wes Cummins, Ying Cenly Chen, Richard Nottenburg, Ella Benson, Douglas Miller, William M. Clancy, Scott G. Davis, and Andrew Schaap for election as directors of the Board.
Our Amended and Restated Bylaws (“Bylaws”) permit the Board to set the size of the Board, having at least one or more members. Our Board currently consists of eight directors, each of whom is being nominated for reelection at the Annual Meeting.
Each of our current directors serves until the next annual meeting of our stockholders or the earlier death, resignation or removal of such director. Despite the expiration of a director’s term, however, the director shall continue to serve until such director’s successor is elected and qualified or until there is a decrease in the number of directors.
Our Bylaws provide that directors will be elected by a majority of the votes cast, provided, however, if it is a contested election, the directors will be elected by a plurality of the votes cast.
As discussed below, we believe that each of our director nominees possesses the experience, skills and qualities to fully perform his or her duties as a director and contribute to our success. Our director nominees were nominated because each is of high ethical character, is highly accomplished in his or her field with superior credentials and recognition, has a reputation, both personal and professional, that is consistent with our image and reputation, has the ability to exercise sound business judgment, and is able to dedicate sufficient time to fulfilling his or her obligations as a director. Each director nominee’s principal occupation and other pertinent information about such director’s particular experience, qualifications, attributes and skills that led the Board to conclude that such person should serve as a director, appears on the following pages. There are no family relationships between any of our directors or executive officers.
Nominees for Election Until the Next Annual Meeting
The following table sets forth the name, age, position and tenure of each of the nominees at the Annual Meeting:
| Name | Age | Position(s) Held With ChronoScale Holdings Corporation | Period of Service |
|---|---|---|---|
| Wes Cummins | 49 | Chairman of the Board | May 2026 to Present |
| Ying Cenly Chen | 50 | Chief Executive Officer, Director | May 2026 to Present |
| Richard Nottenburg | 72 | Director | May 2026 to Present |
| Ella Benson | 42 | Director | May 2026 to Present |
| Douglas Miller | 69 | Director | May 2026 to Present |
| William M. Clancy | 63 | Director | May 2026 to Present |
| Scott G. Davis | 57 | Director | December 2022 to Present |
| Andrew Schaap | 53 | Director | June 2026 to Present |
Wes Cummins
Mr. Cummins has served as the Chairman of the Board since May 5, 2026. Mr. Cummins has served as a member of Applied Parent’s board of directors from 2007 until 2020 and from March 11, 2021, through present. During that time Mr. Cummins also served in various executive officer positions and he is currently serving as the Chairman of Applied Parent’s board of directors and as Applied Parent’s Chief Executive Officer. Mr. Cummins is also the founder and Chief Executive Officer of 272 Capital LP (“272 Capital”), a registered investment advisor. Prior to founding 272 Capital and starting Applied Parent’s operating business, Mr. Cummins was an analyst with Nokomis Capital, L.L.C., an investment advisory firm, a position he held from October 2012 until February 2020. Mr. Cummins also served as President of B. Riley & Co. from 2002 to 2011. Mr. Cummins also serves as a member of the board of directors of Sequans Communications S.A. (NYSE: SQNS), a fabless designer, developer and supplier of cellular semiconductor solutions for massive, broadband and critical Internet of Things (IoT) markets. Mr. Cummins served on the board of directors of Telenav (NASDAQ: TNAV) from August 2016 until February 2021. Mr. Cummins also served on the board of directors of Vishay Precision Group, Inc. (NYSE: VPG) from July 2017 to June 2024. He holds a BSBA from Washington University in St. Louis where he majored in finance and accounting. The Board has concluded that Mr. Cummins is well-qualified to serve on the Board because of his business and leadership experience.
Ying Cenly Chen
Ms. Chen has served as a director on the Board and as the Company’s Chief Executive Officer since May 5, 2026. Previously, Ms. Chen was employed by Super Micro Computer, Inc. (Nasdaq: SMCI) located in San Jose, CA from March 2008 to April 2026 and held various executive positions at SMCI since September 2015, including most recently as Chief Growth Officer, Senior Vice President & Managing Director from October 2023 to April 2026. She also served as Director of Enterprise Business at Global Crossing from February 2003 to March 2004. Ms. Chen holds a Bachelor of Science from Fudan University. The Board has concluded that Ms. Chen is well-qualified to serve on the Board because of her substantial executive leadership and business experience.
Richard Nottenburg
Dr. Nottenburg has served as a director on the Board since May 5, 2026. Since June 2021, Dr. Nottenburg has served as a member of the board of directors of Applied Parent, including serving on the board’s Audit Committee. Dr. Nottenburg is also the Chair of Applied Parent’s Compensation Committee of the board. Dr. Nottenburg is Executive Chairman of NxBeam Inc., which designs and builds leading proprietary mmWave ICs and radio products to power the next generation of satellite and terrestrial communication networks. He is also a member of the board of directors of Sequans Communications S.A. (NYSE: SQNS), a leading developer and provider of 5G and 4G chips and modules for massive, broadband and critical IoT applications where he serves on both the audit and compensation committees. Previously, Dr. Nottenburg was on the board of directors of Verint Systems Inc. (NASDAQ: VRNT), a customer engagement company from July 2011 through December 2025. He also served as President and Chief Executive Officer and a member of the board of directors of Sonus Networks, Inc., a communications company from 2008 through 2010. From 2004 until 2008, Dr. Nottenburg was an officer with Motorola, Inc., ultimately serving as its Executive Vice President, Chief Strategy Officer and Chief Technology Officer. Dr. Nottenburg holds a BSEE from New York University - Polytechnic School of Engineering, a master’s degree in electrical engineering from Colorado State University, and a PhD in electrical engineering from Ecole Polytechnique Fédérale de Lausanne. The Board has concluded that Dr. Nottenburg is well-qualified to serve on the Board because of his industry expertise and board experience at publicly traded companies.
Ella Benson
Ms. Benson has served as a director on the Board since May 5, 2026. Since May 2024, Ms. Benson has served as a member of Applied Parent’s board of directors where she is also the Chairperson of the Nominating and Governance Committee. Ms. Benson brings over a decade of experience in financial services and is a Director at Oasis Management Co., Ltd. (“Oasis”). She has substantial experience working with public companies undergoing strategic transitions. Ms. Benson served on the board of directors of Stratus Properties Inc. (NASDAQ: STRS) from 2017 to 2020. Prior to joining Oasis in 2013, Ms. Benson was an analyst at GAM Investments, an independent asset management firm, from 2009 to 2013. Ms. Benson holds a Bachelor of Business Administration in Finance from the McCombs School of Business at the University of Texas at Austin. The Board has concluded that Ms. Benson is well-qualified to serve on the Board because of her substantial experience working with public companies undergoing strategic transitions.
Douglas Miller
Mr. Miller has served as a director on the Board since May 5, 2026. Mr. Miller has served as a member of the board of directors of four public companies over the past nine years: Applied Parent from April 2021 to present, Telenav, Inc., a wireless application developer specializing in personalized navigation services (“Telenav”) (NASDAQ: TNAV) from July 2015 to February 2021, CareDx, Inc., a medical company (“CareDx”) (NASDAQ: CDNA) from July 2016 to May 2017, and Procera Networks, Inc., a technology company (“Procera”) (NASDAQ: PKT) from May 2013 to June 2015. He has chaired the Audit Committee for Telenav, CareDx, and Procera, and has also served as a Lead Independent Director and as chair or committee member on Compensation, Nominating and Governance and Special committees. Prior to his roles as board member, Mr. Miller served as Senior Vice President, chief financial officer and treasurer of Telenav, Inc., from 2006 to 2012. From 2005 to 2006, Mr. Miller served as vice president and chief financial officer of Longboard, Inc., a privately held provider of telecommunications software. Prior to that, from 1998 to 2005, Mr. Miller held various management positions, including senior vice president of finance and chief financial officer, at Synplicity, Inc., a formerly-publicly traded electronic design automation company. Mr. Miller also served as chief financial officer of 3DLabs, Inc., a publicly held graphics semiconductor company, and as an audit partner at Ernst & Young LLP, a professional services organization. Mr. Miller was a certified public accountant (inactive). He holds a B.S.C. in Accounting from Santa Clara University. The Board has concluded that Mr. Miller is well-qualified to serve on the Board because of his business experience and board experience at publicly traded companies.
William M. Clancy
Mr. Clancy has served as a director on the Board since May 5, 2026. Mr. Clancy has served as the Executive Vice President and Chief Financial Officer of Vishay Precision Group, Inc. (NYSE: VPG), an industry-leader in the manufacture of specialized sensors, weighing solutions, and measurement systems based on precision foil technology, since November 2009. Previously, Mr. Clancy was Corporate Controller of Vishay Intertechnology from 1993 until November 2009. He became a Vice President of Vishay Intertechnology in 2001 and a Senior Vice President of Vishay Intertechnology in 2005. Mr. Clancy served as Corporate Secretary of Vishay Intertechnology from 2006 to 2009. From June 2000 until May 2005 Mr. Clancy served as the principal accounting officer of Siliconix, Inc., a semiconductor company, prior to its acquisition by Vishay Intertechnology. Mr. Clancy had been employed by Vishay Intertechnology since 1988. Mr. Clancy is a licensed CPA in Pennsylvania. Mr. Clancy holds a Bachelor of Science in Business Administration, Accounting and Finance from La Salle University. The Board has concluded that Mr. Clancy is well-qualified to serve on the Board because of his business and leadership experience.
Scott G. Davis
Mr. Davis has served as the Chief Executive Officer of Ekso Bionics, Inc. (a wholly owned subsidiary of the Company) since May 5, 2026 and as a member of the Board since December 2022. Mr. Davis previously served as the Company’s Chief Executive Officer from December 2022 through May 5, 2026. Previously, Mr. Davis served as the Company’s President and Chief Operating Officer from January 2022 through December 2022 after first serving as Executive Vice President of Strategy and Corporate Development from April 2021 through January 2022. Mr. Davis has more than two decades of worldwide leadership success in fast growing high-tech companies. Prior to joining the Company, from December 2018 through March 2021, Mr. Davis served as Chief Executive Officer of Globalmatix, Inc., a disruptive Internet of Things connected telematics solution provider, and from January 2017 through December 2018, he served as Senior Vice President of Strategy for GetWireless, LLC, a telecommunications equipment provider. From 2015 through 2020, he provided C-level consulting services assisting on scalability, process improvement, business development, M&A support and go-to-market strategy as President of SGD Executive Services LLC, a consulting firm. From 2007 through 2015, Mr. Davis served as Vice President of Global Sales Enterprise Solutions for Sierra Wireless, Inc. (Nasdaq: SWIR), a wireless communications equipment designer. Mr. Davis has a B.S. in Business Administration from Bloomsburg University. The Board has concluded that Mr. Davis is well-qualified to serve on the Board because of many years of executive leadership experience and his extensive operational and sales background.
Andrew Schaap
Mr. Schaap has served as a director on the Board since June 29, 2026. Mr. Schaap has served as Chief Executive Officer of Aligned Data Centers, a data center infrastructure company, since 2017. Prior to joining Aligned Data Centers, Mr. Schaap was at Digital Realty Trust, Inc. (NYSE: DLR), a data center real estate investment trust, from 2006 to June 2017 where he served as Senior Vice President and led global client-driven development projects and international transactions, including in the Asia-Pacific region. Earlier in his career, Mr. Schaap held executive positions at Sterling Network Services and Sysix Technologies. Mr. Schaap currently serves on the boards of DC Delta and Aligned Data Centers and on the Infrastructure Masons Advisory Council. He also serves as an advisor to the Southern Methodist University Lyle School of Engineering. Mr. Schaap holds a B.A. in Business Administration and Marketing from Cornerstone University and has completed executive programs in negotiation and management training at Harvard University. The Board has concluded that Mr. Schaap is well-qualified to serve on the Board because of his extensive executive leadership experience and expertise in data center and digital infrastructure businesses.
In accordance with our Bylaws, Nevada law and the Nasdaq Listing Rules, directors are elected by a majority of the votes cast. As a result, withhold votes and broker non-votes, if any, will not affect the outcome of this proposal.
THE BOARD OF DIRECTORS RECOMMENDS THE STOCKHOLDERS VOTE “FOR” ALL OF THE NOMINEES FOR ELECTION AS DIRECTORS.
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