SITO SITO Mobile Ltd

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Executive Officer

On August 12, 2019, Terrance S. Lynn resigned as Chief Financial Officer of SITO Mobile, Ltd. (the “Company”). Mr. Lynn resigned for personal reasons.

Appointment of Chief Financial Officer

On August 13, 2019, following the resignation of Mr. Lynn, the Board of Directors appointed Gregg H. Saunders as Chief Financial Officer of the Company.

Mr. Saunders has over three decades of experience assisting companies across multiple industries, including telecommunications and media. Since 2014 and from 2001 to 2007, Mr. Saunders has provided certified public accounting services as an independent consultant, during which time he has analyzed and evaluated financial reporting data submitted to the SEC by numerous U.S. public companies and advised on fundraising efforts. From 2007 to 2014, he was Director, US GAAP Research and Lead Taxonomist of XBRL U.S., Inc., where he was involved in the architecture, development, publishing, support and maintenance of the U.S. GAAP eXtensible Business Reporting Language (“XBRL”) taxonomies. In that role, he provided accounting and financial reporting insight to Fortune 500 companies, developed and taught XBRL fundamentals to numerous companies and professionals, spoke at many state society meetings and national conferences, and coordinated and interfaced with the Financial Accounting Standards Board and the Securities and Exchange Commission, software developers, and preparers in connection with the XBRL initiative. From 2001 to 2004, Mr. Saunders served as the chief financial officer of an entity providing a proprietary product to the commercial relocation industry. From 1986 to 2001, Mr. Saunders was a partner and senior manager with KPMG LLP, where he co-led transaction advisory services, led assurance teams on global engagements, developed and counseled many professionals and serviced entities across multiple industries. Mr. Saunders is a Certified Public Accountant and a member of the American Institute of CPAs and the New York and Connecticut state societies.

The Company entered into a letter agreement with Mr. Saunders dated August 14, 2019 (the “Offer Letter”), whereby the Company agreed to pay Mr. Saunders an annual base salary of $275,000. Mr. Saunders will also be eligible to participate in Company benefits plans. The foregoing description of the terms of the Offer Letter does not purport to be complete and is qualified in its entirety to the full text of the Offer Letter, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

There are no arrangements or understandings between Mr. Saunders and any other person pursuant to which Mr. Saunders was selected as an officer, and there are no transactions in which the Company is a party and in which Mr. Saunders has a material interest subject to disclosure under Item 404(a) of Regulation S-K.