| Item
5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers |
Appointment
of Chief Operating Officer
On
April 19, 2022, the Board of Directors (the “Board”) of the Blue Star Foods Corp., a Delaware corporation (the “Company”)
appointed Miozotis Ponce as Chief Operating Officer of the Company.
Ms.
Ponce, 52, was
the Company’s Vice President of Operations since May 2012, where she has led sales and marketing and operations. Prior thereto,
from June 2005, Ms. Ponce served as Operations Manager. Ms. Ponce joined the Company in June 2004 as Customer Service Director and has
over 25 years of experience in the food industry. Ms. Ponce holds an AA in Business from Miami Dade Community College.
There
are no arrangements or understandings between Ms. Miozotis and any other person pursuant to which they were appointed as an officer.
Ms. Miozotis does not have any family relationships with any of the Company’s directors or executive officers. There are no transactions
and no proposed transactions between Ms. Miozotis and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
Increase
in Board Size
On
April 20, 2022, in accordance with the Company’s bylaws, the number of directors constituting the Board was increased from five
directors to seven directors and, effective as of April 20, 2022, Silva Alana and Juan Carlos Dalto were appointed directors to fill
the vacancies created by such increase.
New
Directors
Silvia
Alana, 38, has been chief financial officer of the Company since May 2021. Ms. Alana was the corporate controller of the Company
from August 2020 to May 2021. Prior thereto, Ms. Alana was Global Technical Accounting Manager at Brightstar Corporation from April 2018
to July 2020 and Audit Manager at Crowe Horwath, LLP from July 2016 to April 2018. Ms. Alana was a Senior Accountant in Global Accounting
and Reporting Services at Carnival Corporation & Plc., from May 2013 to February 2015, and an Auditor in Assurance at Pricewaterhouse
Coopers, LLP, from January 2010 to May 2013. Ms. Alana graduated from Florida International University with a Bachelor degree in Accounting
in 2008 and a Master of Accounting in 2009. Ms. Alana is a Certified Public Accountant. Ms. Alana’s experience with the Company’s
operations led to her appointment as a director.
Juan
Carlos Dalto, 57, has been the president of Dole Sunshine Company-Dole Packaged Foods, LLC, since January 2021, where he leads
business development for North and Latin America of the Dole packaged fruits business,. From March 2017 to December 2020, Mr. Dalto was
regional chief executive officer of Savencia Fromage & Dairy Latin America where he led business development in the production, imports,
distribution and marketing of dairy products. Prior thereto, among other positions, Mr. Dalto held various international executive positions
with Danone, a world leading food company. Mr. Dalto has an industrial engineer degree from the Instituto Tecnológico de Buenos
Aires – ITBA (Argentina), with post-graduate executive studies on strategic marketing from Adam Smith Open University (Buenos Aires,
Argentina) and the University of Michigan, and on leadership from the London Business School. Mr. Dalto’s extensive knowledge and
experience in the food industry, sustainability and business development, led to his appointment as a director.
There
are no arrangements or understandings between either of Ms. Alana or Mr. Dalto and any other person pursuant to which either of them
was appointed as a director. In addition, there are no family relationships between either of Ms. Alana or Mr. Dalto and any of the Company’s
other officers or directors. Except as set forth herein, there are no
transactions and no proposed transactions between either of Ms. Alana or Mr. Dalto and the Company that would be required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Director
Service Agreement
On
April 20, 2022, the Company entered into a one-year director service agreement with each of John Keeler, Nubar Herian, Jeffrey Guzy,
Timothy McLellan, Trond Ringstad, Silvia Alana and Juan Carlos Dalto (representing all of the current members of the Board), which agreement
will automatically renew for successive one-year terms unless either party notifies the other of its desire not to renew the agreement
at least 30 days prior to the end of the then current term, or unless earlier terminated in accordance with the terms of the agreement.
As compensation for serving on the Board, each director will be entitled to a $25,000 annual stock grant and for serving on a Committee
of the Board, an additional $5,000 annual stock grant, both based upon the closing sales price of the common stock on the last trading
day of the calendar year. Each director who serves as chairman of the Audit Committee, Compensation Committee and Nominating and Governance
Committee will be entitled to an additional $15,000, $10,000 and $7,500 annual stock grant, respectively. As additional consideration
for such Board service, on April 20, 2022, each director was granted a five-year option to purchase 25,000 shares of the Company’s
common stock at an exercise price of $2.00 per share, which shares will vest in equal quarterly installments of 1,250 shares during the
term of the option. The agreement also includes customary confidentiality provisions and one-year non-competition and non-solicitation
provisions.
The
members of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are Jeffrey Guzy, Chairman,
and Trond Ringstad and Timothy McLellan.
The
foregoing summary of the Director Service Agreement is not complete and is qualified in its entirety by reference to the Form of Director
Service Agreement, a copy of which is filed hereto as Exhibit 10.66 and is incorporated herein by reference.