Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Compensation of Executive Officers
On December 23, 2019, the Compensation Committee
(the “Committee”) of the Board of Directors (the “Board”) of Recruiter.com Group, Inc. (the “Company”)
approved increases in the annual base salaries of the following executive officers of the Company (each an “Executive Officer”
and together, the “Executive Officers”), effective December 1, 2019: (i) Miles Jennings, the Company’s Chief
Executive Officer, from $150,000 per year to $200,000 per year; (ii) Evan Sohn, the Company’s Executive Chairman, from $120,000
per year to $150,000 per year; (iii) Ashley Saddul, the Company’s Chief Technology Officer, from $90,000 per year to $150,000
per year; and (iv) Bob Scherne, the Company’s Interim Chief Financial Officer and Controller, from $90,000 per year to $115,000
per year. The Committee also ratified and approved the annual base salary of Rick Roberts, President of Recruiter.com Recruiting
Services, LLC, a subsidiary of the Company, in the amount of $200,000 per year.
On December 23, 2019, the Committee also approved
an executive cash incentive program (the “Cash Incentive Program”) in which each of the Executive Officers is eligible
to participate. Pursuant to the terms of the Cash Incentive Program, each Executive Officer is eligible to earn for each performance
period beginning January 1 and ending December 31, 2019 and 2020 (each a “Performance Period”) a cash award up to a
maximum amount approved by the Committee, if certain performance objectives are met during such Performance Period. Under the Cash
Incentive Program, (i) Mr. Jennings is eligible to receive up to $37,500 for the 2019 Performance Period and up to $50,000 for
the 2020 Performance Period if the Company reaches certain capital raising, revenue and network growth milestones; (ii) Mr. Sohn
is eligible to receive up to $37,500 for the 2019 Performance Period and up to $50,000 for the 2020 Performance Period if the Company
reaches certain capital raising milestones; (iii) Mr. Scherne is eligible to receive for each Performance Period up to $25,000
if the Company meets certain financial reporting and audit milestones; (iv) Mr. Saddul is eligible to receive up to $37,500 for
the 2019 Performance Period and up to up to $50,000 for the 2020 Performance Period if the Company meets certain operational, network
growth, and technological milestones; and (v) Mr. Roberts is eligible to receive up to $112,500 for the 2019 Performance Period
and up to $150,000 for the 2020 Performance Period if the Company meets certain revenue, operational and customer growth milestones.
The Company has met the network growth objective for the 2019 Performance Period, which entitles each of Miles Jennings and Ashley
Saddul to receive a cash award of $9,375. Pursuant to the terms of the Cash Incentive Program, the Committee shall certify upon
the completion of each Performance Period which performance objectives have been achieved and determine the actual size of the
cash incentive award payable to each Executive Officer for the applicable Performance Period accordingly.
On December 23, 2019, the Committee approved
the following grants to the Executive Officers of three-year stock options to purchase shares of common stock, par value $0.0001
per share (the “Common Stock”) of the Company, at an exercise price of $1.4499 per share: (i) Mr. Jennings was granted
options to purchase 51,072 shares of Common Stock; (ii) Mr. Sohn was granted options to purchase 38,304 shares of Common Stock;
(iii) Mr. Scherne was granted options to purchase 5,107 shares of Common Stock; (iv) Mr. Saddul was granted options to purchase
25,536 shares of Common Stock; and (v) Mr. Roberts was granted options to purchase 38,304 shares of Common Stock. One-third of
the stock options were vested upon grant and the balance vest in equal installments on December 23, 2020 and December 23, 2021,
subject to continued service as an executive officer of the Company on each respective vesting date. The stock options were granted
under the Company’s 2017 Equity Incentive Plan.
Directors’ Compensation
On December 23, 2019, the Committee approved
the payment of annual retainers in the amount of $20,000 to each non-employee member of the Board.
On December 23, 2019, the Committee also approved
a grant to each of Timothy O’Rourke, Douglas Roth, and Wallace D. Ruiz, the non-employee members of the Board, of three-year
stock options to purchase 47,668 shares of the Common Stock at an exercise price of $1.4499 per share for serving on the Board.
One-third of the stock options were vested upon grant and the balance vest in equal installments on December 23, 2020 and December
23, 2021, subject to continued service as members of the Board on each respective vesting date. The stock options were granted
under the Company’s 2017 Equity Incentive Plan.
Amendment to the 2017 Equity Incentive Plan
On December 23, 2019, the Board approved an
increase in the number of shares authorized for issuance under the Company’s 2017 Equity Incentive Plan from 475,000 shares
of Common Stock to 1,098,959 shares of Common Stock.