Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective
as of August 1, 2021, Guardion Health Sciences, Inc. (the “Company”) appointed Jeffrey Benjamin as the Company’s Chief
Accounting Officer.
Since
April 2021, Jeffrey Benjamin has served as the Corporate Controller of the Company. From January 2020 to February 2020, Mr. Benjamin
served as a consultant to Capstone Turbine, a provider of clean and green on-site energy solutions, and from September 2019 until
January 2020, he served as Consulting Controller of Mendocino Farms Sandwich Market. In addition, from October 2017 until April
2018, Mr. Benjamin served as VP Finance of Ritter Pharmaceuticals, Inc. (currently known as Qualigen Therapeutics (Nasdaq: QLGN)), a
biotechnology company currently focused on developing novel therapeutics for the treatment of cancer
and infectious diseases, and from February 2017 to October 2017, he served as Consulting Controller of Unified Grocers, a wholesale
grocery cooperative, which subsequently merged with SUPERVALU. Mr. Benjamin previously served in various other capacities including,
but not limited to, Principal of Tatum by Randstad; Chief Financial Officer of Communications Infrastructure Corporation; Corporate Controller
of Liaison Technologies; Vice President, Corporate Controller of Internap Network Services Corp; and Controller of UPS Capital. Mr. Benjamin
is a Certified Public Accountant in the State of New York and received his B.A. in accounting and information systems from Queens College,
City University of New York.
On
July 29, 2021, the Company entered into an employment agreement (the “Employment Agreement”) with Mr.
Benjamin pursuant to which Mr. Benjamin serves as Chief Accounting Officer
of the Company effective as of August 1, 2021. The term of the Employment Agreement will continue until June 30, 2022 (the “Initial
Term”) and thereafter shall continue on an at-will basis (the “At-Will Period” and together with the Initial Term,
the “Term”), unless earlier terminated pursuant to the terms of the Employment Agreement. Pursuant to the Employment Agreement,
Mr. Benjamin shall receive an annual base salary of $250,000, or such greater amount as may be determined by the Company from time to
time. In addition, Mr. Benjamin will be eligible to participate in such retirement, life insurance, fringe and other employee benefit
plans that the Company maintains for its full-time employees (collectively, the “Benefits”) and shall be eligible to be reimbursed
for reasonable documented expenses. In the event the Company is required to restate its publicly issued financial statements as a result
of intentional misconduct by Mr. Benjamin, he will be required to reimburse the Company for any bonuses advanced to and profits received
by him from the sale of the Company’s securities during the 12 months subsequent to the initial issuance of such financial statements.
Furthermore, any compensation paid to Mr. Benjamin will be subject to clawback as may be required by law or otherwise.
Pursuant
to the Employment Agreement, the Company may terminate Mr. Benjamin’s employment (i) for death, (ii) for Disability (as defined
in the Employment Agreement), (iii) for Cause (as defined in the Employment Agreement), (iv) without Cause upon 60 days prior written
notice or (v) during the At-Will Period with or without Cause upon 60 days prior written notice. Pursuant to the Employment Agreement,
Mr. Benjamin may terminate his employment (i) for any reason upon 60 days prior written notice to the Company, (ii) during the Initial
Term, for Good Reason (as defined in the Employment Agreement) or (iii) during the At-Will Period with or without reason, and without
any notice requirement.
In
the event Mr. Benjamin’s employment is terminated (i) for death, (ii) upon his Disability or (iii) by the Company for Cause during
the Term or in the event that the Term is terminated during the At-Will Period or (iv) Mr. Benjamin terminates his employment during
the Term for any reason other than Good Reason, Mr. Benjamin shall be entitled to receive his then base salary and Benefits accrued through
the date of his death or termination. In the event the Company terminates the Term and Mr. Benjamin’s employment without Cause
during the Initial Term, including if Mr. Benjamin’s employment is terminated following a Change in Control (as defined in the
Employment Agreement) during such period, or if Mr. Benjamin terminates his employment for Good Reason during the Initial Term, Mr. Benjamin
shall be entitled to receive (i) six months of his then base salary and payment for continuation of Benefits or, if after December 31,
2021, three months of his then base salary and payment for continuation of Benefits and (ii) his then base salary and accrued Benefits
through the date of termination. As a prerequisite to receiving the severance described above (in excess of Mr. Benjamin’s then
base salary and Benefits accrued through the date of termination) (i) in the event that the Company terminates the Term and Mr. Benjamin’s
employment without Cause during the Initial Term, including if Mr. Benjamin’s employment is terminated following a Change in Control,
or (ii) Mr. Benjamin terminates his employment for Good Reason during the Initial Term, Mr. Benjamin will be required to execute a Release
(as defined in the Employment Agreement) in favor of the Company within 45 days of the date of his termination.
The
foregoing description of the Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by
reference to the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
There
are no family relationships between Mr. Benjamin and any of our directors or executive officers. Except as set forth herein, there is
no arrangement or understanding between Mr. Benjamin and any other persons pursuant to which Mr. Benjamin was appointed as Chief
Accounting Officer of the Company. There are no related party transactions involving Mr. Benjamin that are reportable under Item 404(a)
of Regulation S-K.