Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b)
On January 27, 2021,
Benjamin Oehler tendered his resignation, effective immediately, from the Board of Directors and the Audit Committee of Sow Good
Inc. (the “Company”).
(d)
On January 27, 2021,
following the resignation of Mr. Oehler, the Company appointed Chris Ludeman as a member of the Board of Directors of the Company
effective immediately. Mr. Ludeman will stand for re-election at the Company’s next annual meeting. Mr. Ludeman has been
named and has consented to serve on the Company’s Audit Committee, and has further accepted appointment as Chairperson of
the Audit Committee. His appointment to the Board of Directors is not pursuant to any arrangement or understanding between Mr.
Ludeman and any other person.
Pursuant to the Company’s
Non-Employee Director Compensation Plan and Audit Committee Chairperson Compensation Plan, Mr. Ludeman will receive annual compensation
of $25,000 and $15,000, respectively, to be paid in cash or common stock, at the Company’s election, beginning with his appointment
and continuing on each subsequent October 1 thereafter. On January 27, 2021, the Company issued an aggregate of 6,400 shares to
Mr. Ludeman under the Non-Employee Director Compensation Plan and Audit Committee Chairperson Compensation Plan, which represents
the closing price of the Company’s shares on the OTCQB marketplace on January 27, 2021.
Pursuant to the Company’s
2020 Stock Incentive Plan (the “2020 Equity Plan”), Mr. Ludeman was also granted options to purchase 24,151 shares
of the Company’s common stock at an exercise price of $6.25 per share, which represents the closing price of the Company’s
shares on the OTCQB marketplace on January 27, 2021. These options will vest 20% as of January 27, 2022 and 20% each anniversary
thereafter until fully vested. As a condition of accepting grants of stock options under the 2020 Equity Plan, Mr. Ludeman is required
to enter into a Non-Qualified Stock Option Grant Agreement with the Company, a form of which was attached as Exhibit
99.2 to the Form 8-K filed with the Securities and Exchange Commission on February 26, 2020.
Background and Experience
of Chris Ludeman
Chris Ludeman is Global
President of Capital Markets for CBRE, the world’s leading commercial real estate services firm and one of the largest U.S.-based
public companies. Mr. Ludeman drives the company’s advisory business for investors, including responsibility for equity sales,
debt and structured finance and real estate investment banking, both globally and in the Americas. He serves as a member of the
Global Operating Committee and the Americas Operations Management Board.
During his more than
three decades in the real estate services industry and with CBRE, Mr. Ludeman has served in several key management roles, including
serving as the president of various businesses including Brokerage, Transaction Management and Global Corporate Services. In these
roles, Mr. Ludeman was responsible for all transaction units in the Americas as well as corporate outsourcing functions such as
facilities management, project management, lease administration, transaction management and research and consulting. Prior to his
national and international roles Mr. Ludeman served in several regional and local market leadership positions across the United
States.
There are no family
relationships between Mr. Ludeman and any other director or executive officer of the Company and no transactions in which Mr. Ludeman
has an interest requiring disclosure under Item 404(a) of Regulation S-K.