Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Resignation
of Bret Scholtes
On
May 27, 2023, the Board of Directors (the “Board”) of Guardion Health Sciences, Inc. (the “Company”)
accepted the resignation of Bret Scholtes, the Company’s President and Chief Executive Officer, effective as of June 9, 2023
(the “Separation Date”). Mr. Scholtes is also resigning from the Board on the Separation Date. Mr. Scholtes’
resignation was not the result of any disagreement with the Company relating to its
operations, policies or practices. In connection with Mr. Scholtes’ resignation from the Board, effective as of June 10, 2023,
the Board approved a reduction in the size of the Board to four directors.
Appointment
of Janet Hall as President and Chief Executive Officer
Effective
as of June 19, 2023, the Company appointed Janet (“Jan”) Hall as the Company’s President and Chief Executive Officer.
Ms.
Hall is a highly regarded veteran of big consumer health and consumables and brings an extensive array of commercial experience and accomplishments,
including senior executive positions with blue-chip companies such as Johnson & Johnson, where she was President, North America of
the Neutrogena Company, and The Coca-Cola Company, where she was SVP & General manager of Consumer Marketing. Ms. Hall started her
marketing career at United Biscuits and Cadbury Schweppes, and moved into the consumer health sector with senior marketing roles at SmithKline
Beecham (GlaxoSmithKline). Most recently, Ms. Hall was Chief Executive Officer of M2 Ingredients, a vertically integrated company with
an FDA registered controlled environment facility that grows, processes and packages functional foods and nutritional products.
On
May 28, 2023, the Company entered into an employment agreement (the “Employment Agreement”) with Ms. Hall pursuant to
which Ms. Hall will serve as President and Chief Executive Officer of the Company effective as of June 19, 2023 (the
“Effective Date”). The term of the Employment Agreement will commence on the Effective Date and will continue until
terminated by either party for any reason. Pursuant to the Employment Agreement, Ms. Hall shall receive an annual base salary of
$370,000, (the “Base Salary”), subject to withholding, and payable in accordance with the Company’s regular payroll
practices. Ms. Hall will be eligible to receive a target bonus of up to 100% of the Base Salary, subject to achievement of annual
Company and individual performance objectives as established by the Board (the “Bonus”). The Bonus will be paid, to the extent earned, in the
calendar year following the calendar year for which the performance objectives are established.
In
addition, Ms. Hall will be eligible to participate in such retirement, life insurance, fringe and other employee benefit plans that
the Company maintains for its full-time employees (collectively, the “Benefits”), and shall be eligible to be reimbursed
for reasonable documented business expenses. Furthermore, any compensation paid to Ms. Hall will be subject to clawback as may be
required by law or otherwise.
In
the event Ms. Hall terminates her employment for Good Reason (as defined in the Employment Agreement), or the Company terminates her
employment without Cause (as defined in the Employment Agreement), Ms. Hall will be entitled to severance in the form of nine (9) months
of Base Salary continuation, which will be increased to twelve (12) months of Base Salary continuation if termination is on or after
the one (1)-year anniversary of the Effective Date, payable in accordance with the Company’s normal payroll practices, with the
first payment commencing within 45 days of the termination date; provided, however, that if Ms. Hall’s employment is terminated
upon consummation of a Change of Control (as defined in the Employment Agreement), the severance described above, which Ms. Hall is
otherwise entitled to receive, shall be paid in a lump sum within ninety (90) days of the closing date of the termination date.
The
foregoing description of the Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by,
reference to the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
There
are no family relationships between Ms. Hall and any of our directors or executive officers. Except as set forth herein, there is no
arrangement or understanding between Ms. Hall and any other persons pursuant to which Ms. Hall was appointed as President and Chief Executive
Officer of the Company. There are no related party transactions involving Ms. Hall that are reportable under Item 404(a) of Regulation
S-K.