| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On October 17, 2022, Richard M. Cohen resigned
from the Board of Directors (the “Board”) of Smart for Life, Inc. (the “Company”). Mr. Cohen’s
resignation was not due to any disagreement with the Company on any matter relating to its operations, policies (including accounting
or financial policies) or practices.
On the same date, upon recommendation of the Nominating
and Corporate Governance Committee, the Board and appointed Arthur S. Reynolds to the Board to fill the vacancy created by Mr. Cohen’s
resignation. Mr. Reynolds was also appointed to the Compensation Committee and the Audit Committee, as well as the Chair of the Audit
Committee. The Board determined that Mr. Reynolds is independent within the meaning of the rules of The Nasdaq Stock Market and that he
shall be designated as an “audit committee financial expert” as defined by Item 407(d)(5) of Regulation S-K. Below is certain
biographical information regarding Mr. Reynolds.
Arthur S. Reynolds, age 78, is an accomplished
international financier bringing more than 35 years of capital markets and financial experience providing cross-border financial consulting
services in Europe for clients principally located in the United States. He is the founder of Rexon Limited of London and New York where,
since 1999, he has served as managing director. Mr. Reynolds was founder and, from 1997 to 1999, managing partner of London-based Value
Management & Research (UK) Limited. Mr. Reynolds was the founder and, from 1982 to 1997, served as managing director of Ferghana Financial
Services Limited. Prior thereto, Mr. Reynolds held executive positions at Merrill Lynch International Bank Limited, Banque de la Société
Financière Européene, J.P. Morgan & Company and Mobil Corporation. Between 2006 and 2016, Mr. Reynolds served on the
Board of Directors of ThermoEnergy Corporation, first as Chairman of the Audit Committee, subsequently as Chief Financial Officer, and
finally as Chairman. Mr. Reynolds is a member of the Board of the International Festival Society and serves as Chairman of the Elgar Society’s
North America Branch. Mr. Reynolds holds an B.A. from Columbia University, a M.A. from Cambridge University, and an M.B.A. in Finance
from New York University. Mr. Reynolds brings to the Board extensive financial and executive experience across multiple sectors, with
special strength in the international arena.
Mr. Reynolds was appointed until his successor
is duly elected and qualified. There are no arrangements or understandings between Mr. Reynolds and any other person pursuant to which
he was selected as a director. There has been no transaction, nor is there any currently proposed transaction, between Mr. Reynolds and
the Company that would require disclosure under Item 404(a) of Regulation S-K.
On October 17, 2022, the Company entered into
an independent director agreement with Mr. Reynolds (the “Director Agreement”), pursuant to which he is entitled to
an annual fee of $35,000 per year for his services. In addition, the Company granted Mr. Reynolds 100,000 restricted shares of common
stock under the Company’s 2022 Equity Incentive Plan. The Company also agreed to reimburse Mr. Reynolds for pre-approved reasonable
business expenses incurred in good faith in connection with the performance of his duties for the Company. Such compensation shall be
subject to adjustment from time to time by the Board.
On October 17, 2022, the Company also entered
into an indemnification agreement with Mr. Reynolds, in the Company’s standard form (the “Indemnification Agreement”),
pursuant to which the Company agreed to indemnify Mr. Reynolds to the fullest extent permitted by law and agreed to advance all expenses
incurred by or on behalf of Mr. Reynolds in connection with any proceeding within thirty (30) days after the receipt by the Company of
a statement requesting such advance, whether prior to or after final disposition of such proceeding.
The foregoing summary of the terms and conditions
of the Director Agreement and the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Director Agreement and the form of Indemnification Agreement attached hereto as Exhibits 10.1 and 10.2, respectively,
which is incorporated herein by reference.