Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
July 27, 2017, First Choice Healthcare Solutions, Inc. (the “Company”) announced that it appointed Phillip J. Keller
as its Chief Financial Officer, who assumed the position on July 24, 2017.
From 2014 through 2015, Mr. Keller,
age 51, served as Senior Vice President of Finance and Chief Financial Officer of RehabCare Inc., a provider of physical, occupational
and speech-language rehabilitation services to hospitals, skilled nursing facilities and home care settings in 47 states across
the United States of America. Prior to joining RehabCare Inc. in 2014, Mr. Keller served as Senior Vice President of Finance of
PharMerica, Inc. (NYSE: PMC), an institutional pharmacy servicing skilled nursing and assisted living facilities, hospitals and
other long term alternative care facilities. Other previous executive posts have included Senior Vice President of Finance and
Principal Accounting Officer of BioScrip, Inc. (NASDAQ: BIOS), and Vice President of Finance, Chief Financial Officer and Treasurer
of DMI Furniture Inc. (NASDAQ: DMIF). In May 1991, Mr. Keller earned his Certified Public Accountant license. He began his career
working as a Staff Accountant for Laventhol & Horwath after graduating from the Loyola University of Chicago with a B.S. degree
in Accounting.
Upon commencement of his employment,
Mr. Keller will receive an annual salary of $175,000 and receive, as additional compensation, bonus compensation of $25,000 ($5,000
per quarter for the three (3) quarters following August 31, 2017 and $10,000 for the fourth (4
th
) quarter following
August 31, 2018), so long as each SEC filing from the start of his employment until August 31, 2018 is filed by the Company at
least five (5) days prior to the due date of each such filing, and Mr. Keller is employed by the company at the time of each such
filing. Further, he will be eligible to receive an additional bonus of $25,000 based on the completion of and compliance with certain
tasks agreed upon by Mr. Keller and the Company. Mr. Keller would be entitled to $6,250 per quarter divided by the amount of tasks
completed out of the ten (10) separate tasks agreed upon by Mr. Keller and the Company. Additionally, Mr. Keller shall be eligible
to earn up to 250,000 shares of the Company’s Common Stock over a four (4) year period. Up to 25,000 shares per year are
eligible to vest so long as Mr. Keller remains employed with the Company on each September 1
st
, commencing on September
1, 2018, and up to an additional 37,500 shares per year are eligible to vest on each September 1
st
based on the achievement
of certain objectives and goals set out and agreed upon by Mr. Keller and the Company. Shares will be issued on a percentage of
actual amounts achieved. Mr. Keller will also be eligible to participate in the Company’s health and other benefits on the
same terms as other Company executives.
There are no family relationships between
Mr. Keller and any director or executive officer of the Company and there are no transactions between Mr. Keller and the Company
that would be reportable under Item 404(a) of Regulation S-K.
Mr. Keller succeeds Timothy K. Skeldon,
who has elected to resign from the Chief Financial Officer. In addition, Mr. Skeldon has elected to resign from his position as
corporate Secretary.