Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On February 19, 2020 the board of directors
of Reed’s, Inc., a Delaware corporation (“Reed’s” or the “company”) promoted Norman E. Snyder,
Jr., current Chief Operating Officer, to the position of Chief Executive Officer, effective March 1, 2020. Mr. Snyder will
succeed John Bello who has served as Reed’s Interim Chief Executive Officer since September 2019. Mr. Bello will continue
to support Reed’s as the Chairman of the Board of Directors and will work closely with Mr. Snyder to ensure a seamless transition.
Mr.
Snyder has served as Chief Operating Officer of Reed’s since September 2019 and has over 36 years of multi-faceted experience
in operations, sales, marketing, finance, manufacturing, business development and management with public, private, international
and start-up companies within the beverage industry. Prior to joining Reed’s, from February 2013 to September 2019, Mr.
Snyder served as President and Chief Executive Officer for Avitae USA, LLC, an emerging premium new age beverage company
that markets and sells a line of ready-to-drink caffeinated waters. Prior to Avitae, he served as the President and Chief Operating
Officer for Adina For Life, Inc., a startup beverage venture that markets and sells ready-to-drink fruit beverages, teas
and coffees. Mr. Snyder was also the President and Chief Executive Officer of High Falls Brewing Company, Chief Operating Officer
of Rheingold Brewing Company, and Chief Financial Officer, and later Chief Operating Officer, of South Beach Beverage Company,
known as SoBe. In prior experience, Mr. Snyder served as Controller for National Football League Properties, Inc. and in various
roles at PriceWaterhouseCoopers during an eight-year tenure. He worked with Mr. Bello both at the NFL and Adina for Life
in addition to contributing to success at SoBe.
The
board granted Mr. Snyder a one-time bonus of 150,000 RSAs vesting March 1, 2020, subject to the conditions and limitations of
the company’s Second Amended and Restated 2017 Incentive Compensation Plan (“Plan”), in conjunction with
his promotion.
The company and Mr. Snyder are in the process
of finalizing an executive employment agreement for Mr. Snyder’s service as Chief Executive Officer. His initial base
annual salary will be $300,000.
On February 19, 2020 the board of directors
granted John Bello 200,000 RSAs, vesting March 1, 2020, as compensation for his services as Interim Chief Executive Officer.
On February 19, 2020 the board of directors
reduced annual compensation packages of non-employee directors to $25,000 in cash plus restricted stock awards valued at
$25,000, vesting quarterly. Equity awards (subject to the conditions and limitations of the Plan) .
Additionally, director Daniel J. Doherty III
elected to forgo the opportunity to receive equity compensation included in Reed’s standard annual compensation packages
for non-employee directors in 2018 and 2019 that he never received.