Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
The Board of
Directors (the “Board”) of Recruiter.com Group, Inc. (the “Company”) elected both Deborah Leff and Nicholas
Florio as directors of the Company. The terms of the appointments of Leff and Florio were finalized on September 7, 2020. The
Board determined that both Ms. Leff and Mr. Florio are each “independent” directors pursuant to the definition of independence
under Rule 5605(a)(2) of the Nasdaq Listing Rules. The Board also appointed Ms. Leff to the Compensation Committee and Nomination
Committee of the Board, and Mr. Florio to the Audit Committee and Compensation Committee of the Board.
Mr. Florio provides
business consulting and financial advice to a variety of closely held private businesses. From 1991 to 2019 he was a Senior
Partner at Citrin Cooperman & Company, LLP in Charge of the firms. Employment and Staffing Practice that had over 200 clients
in that space. He specialized in corporate re-structuring, strategic tax planning and M&A advisory matters. Prior to
his retirement Mr. Florio was also a long-standing member of the Citrin Cooperman’s Executive Committee. With over 30 years
of experience in the staffing and employment arena, Mr. Florio’s experience in this area included providing advice on corporate
structuring; design of stock incentive and deferred compensation plans; merger and acquisition due diligence and consulting; among
general business and tax advice. He was also a member of the Board of Directors of both the New York Staffing Association
(“NYSA”) and New Jersey Staffing Association (“NJSA”) and was the President of the Industry Partner Group
of NYSA for over 20 years. He is a graduate of Pace University with a degree in accounting. In addition, Mr. Florio is
a member of the New York State Society of Certified Public Accountants as well as the American Institute of CPAs. He is a member
of the board of directors of Staffing 360 Solutions, Inc. and is the Chairman of the Company’s Audit Committee.
In
consideration of Mr. Florio’s agreement to join the Board, Mr. Florio shall receive an annual cash stipend of $20,000, payable
in equal quarterly installments of $5,000. In addition, Mr. Florio shall receive a grant of 50,000 options to purchase the Company’s
common stock (the “Stock Options”), with an exercise price of $2.50 and which shall vest in equal amounts over a period
of three years from the Effective Date, as shall be determined by the Board, subject to his continued service on the Board through
such vesting date. Upon the occurrence of a Change in Control (as defined in the Company’s 2017 Equity Incentive Plan), any
un-vested options shall vest immediately, provided Mr. Florio serves on the Board as of the date of such Change in Control. The
Stock Options will be issued under the Company’s 2017 Equity Incentive Plan (the “Plan”). In addition, in consideration
for Mr. Florio serving as the chair of both the Company’s Audit Committee of the Board and the Company’s Merger and
Acquisition Team, Mr. Florio shall receive an additional cash stipend of $5,000, payable in quarterly installments, and 36,000
shares of the Company’s common stock, payable on a quarterly basis.
Ms. Leff has
served as a Global Leader at IBM since October 2012 and most recently held the position of Global Industry CTO for Data Science
and AI. Ms. Leff was selected for appointment to the Board for her experience with successfully implementing Artificial
Intelligence and Machine Learning projects to drive strategic outcomes. Ms. Leff has worked with Senior Leaders of Fortune
1000 companies to gain critical insights from data to drive customer experience and optimize business operations. In addition,
Ms. Leff has built and run global sales teams and brings experience and expertise in Sales Management and Sales Execution.
Ms. Leff is also the Founder of Girls Who Solve, a STEM education program for high school girls that focuses on how Data
Science and technology can be used to solve a range of challenges in both for-profit and nonprofit organizations.
In
consideration of Ms. Leff’s agreement to join the Board, Ms. Leff shall receive an annual cash stipend of $20,000, payable
in equal quarterly installments of $5,000. In addition, Ms. Leff shall receive a grant of 50,000 Stock Options, with an exercise
price of $2.50, and which shall vest in equal amounts over a period of three years from the Effective Date, as shall be determined
by the Board, subject to her continued service on the Board through such vesting date. Upon the occurrence of a Change in Control,
any un-vested options shall vest immediately, provided Ms. Leff serves on the Board as of the date of such Change in Control. The
Stock Options will be issued under the Plan.
There
is no arrangement or understanding between either Mr. Florio or Ms. Leff and any other persons pursuant to which either Mr. Florio
or Ms. Leff was elected as a director of the Company. There are no family relationships between either Mr. Florio or Ms. Leff and
any of the Company’s officers or directors. Other than as described herein, there are no other transactions to which the
Company or any of its subsidiaries is a party in which either Mr. Florio or Ms. Leff has a material interest subject to disclosure
under Item 404(a) of Regulation S-K.