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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
|
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report (Date of earliest event reported):
October 7, 2022
QUEST RESOURCE HOLDING CORPORATION
|
| (Exact Name of Registrant as Specified in Its Charter) |
| Nevada |
|
001-36451 |
|
51-0665952 |
| (State or other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
| 3481 Plano Parkway, The Colony, Texas |
|
75056 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (972) 464-0004
| |
| (Former name or former address if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the follow provisions:
☐ Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
Trading Symbol |
Name of each exchange on which registered |
| Common Stock, $0.001 par value |
QRHC |
The NASDAQ Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On October 7, 2022, the
Board of Directors (the “Board”) of Quest Resource Holding Corporation, a Nevada corporation (the “Company”),
appointed Brett Johnston as the new Senior Vice President and Chief Financial Officer, effective November 1, 2022.
On October 7, 2022, Mr.
Johnston and the Company entered into an Offer Letter (the “Offer Letter”), pursuant to which the Company hired Mr. Johnston
to serve as the Company’s Senior Vice President and Chief Financial Officer, effective November 1, 2022.
Mr. Johnston, age 46, has
served as the Senior Vice President and Vice President of Finance and Business Development in the Construction Products Group of Arcosa,
Inc. (NYSE: ACA)(“Arcosa”), a publicly held provider of infrastructure-related products and solutions, since November 2018.
From 2011 to October 2018, Mr. Johnston was the Vice President of Finance and Business Development (Materials), Vice President of Business
Development (Materials) and Vice President of Operations (TMI) at Arcosa. Mr. Johnston earned a B.S. in economics from Texas A&M University
and an MBA from the University of Texas at Austin, McCombs School of Business.
Pursuant
to the terms of the Offer Letter, Mr. Johnston will be paid a base salary of $300,000 per year, and will receive a one-time signing bonus
of $50,000. Mr. Johnston will participate in the Company’s annual target bonus plan with a target of 60% of base salary. In addition,
Mr. Johnston will receive an annual equity award in the form of stock options. Mr. Johnston will receive an initial grant of options to
purchase 25,000 shares of the Company’s common stock upon the date of hire, which shall vest over five years. For 2023 and later
years, the annual award of stock options shall be determined by the Company’s Board of Directors in its discretion. Mr. Johnston
will also be eligible to participate in the Company’s benefits programs available to its other employees, including paid holidays,
the Company’s 401(k) retirement plan and various insurance benefits.
There are no arrangements
or understandings between Mr. Johnston and any other person pursuant to which Mr. Johnston was selected as the Senior Vice President and
Chief Financial Officer of the Company. There are no family relationships between Mr. Johnston and any director or executive officer of
the Company, and he is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The foregoing summary
is qualified in its entirety by reference to the Offer Letter attached hereto as Exhibit 10.1 and is incorporated herein by reference.
On October 12, 2022, the
Company issued a press release announcing the appointment of Mr. Johnston as the Senior Vice President and Chief Financial Officer. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
QUEST RESOURCE HOLDING CORPORATION |
|
| |
|
|
| |
|
|
|
|
| Dated: October 12, 2022 |
By: |
/s/ S. Ray Hatch |
|
| |
|
Name: |
S. Ray Hatch |
|
| |
|
Title: |
President and Chief Executive Officer |
|
October 6, 2022
Brett Johnston
Sent Via Email
RE: Offer Letter-Senior Vice President and CFO
Dear Brett,
We are excited to have you represent our company and be part of our
Executive Leadership team. Quest is pleased to offer you the position of Senior Vice President and CFO. The position will report to me.
Your start date will be on or around November 1, 2022. Please review this information and become familiar with our policies and expectations.
COMPENSATION PACKAGE
BASE COMPENSATION
Your base salary will be $11,538.46 per pay period
(or an annualized salary of $300,000.00). Compensation is paid bi-weekly for the two week pay period ended one week prior to the pay date.
SIGN ON BONUS
We are pleased to offer you a one-time signing
bonus of $50,000.00. This bonus will be paid within the first two pay dates after you start employment with Quest. The signing bonus is
taxable, and all regular payroll taxes will be withheld. In the event that you leave Quest within 12 months of your date of hire,
you will be responsible for reimbursing the company for the entire signing bonus. By your signature on this employment agreement, you
authorize the company to withhold the sign on bonus amount from final pay you receive should your employment terminate on or before one
year.
BENEFITS
You will be eligible to participate in any benefit
plan for which you meet the minimum hours worked required as a full-time employee, such as paid Holidays, 401K plan and various insurance
benefits. Health and Life insurance eligibility begins the first of the month following the date of hire.
Quest will provide medical, dental and vision
benefits for you and your family where the premiums are paid by the Company up to a maximum of $3,000 annually.
TIME OFF
Time off will include eight company
holidays. Employees who are at the level of Vice President and above do not accrue vacation or sick time but are entitled to take
time off for vacation, sickness and personal business. The expectation is that the employee will request time off in advance from
the employee’s executive leader. The general expectation is that time off will not exceed 4 weeks per year.
Your position is eligible for an annual target
bonus in the first year of 60% of your base salary based upon established guidelines set by me, which shall be prorated for fiscal 2022
based on your date of hire. The bonus shall be payable following the close of the fiscal year at the time when bonuses are paid to other
executive officers.
Bonuses will not be paid unless the employee is
a current employee at the time of payment as indicated above. If employee resigns or is terminated during the year he/she is not eligible
for any bonus pay out.
OPTIONS
Upon your date of hire, you will be granted employment inducement
options to purchase an aggregate of 25,000 shares of our common stock, which will vest yearly over a period of five years. The options
will have an exercise price equal to the closing price of our common stock on October 5, 2022. An annual grant will be awarded each year
thereafter at the Board of Directors’ discretion. A non-qualified stock option agreement for each grant will be provided at the
time of grant.
CAR ALLOWANCE
You will be provided a $750.00 monthly
car allowance.
SEVERANCE AND CHANGE IN CONTROL
After you’ve been employed 90 days, a severance
and change in control agreement will be provided for your review and signature in order to memorialize the agreement terms specifically
in the event of a change in control. The agreement terms will be in the event that Quest RMG terminates your employment, other than for
Cause, or in the event of a change in control, Quest shall pay your base salary for a period up to twelve (12) months following the effective
date of the termination. It also includes coverage of twelve (12) months of COBRA reimbursement after the date of the termination.
CORE VALUE COMMITMENT
Quest is dedicated to upholding the core values
that have made our company a leader in the environmental industry. We believe the success and accomplishments of our organization are
the direct result of the commitment of our employees, who, together, make the Quest family. It is imperative that each employee (Quester)
is committed to and held accountable to, the Quest Core Values of client satisfaction, leadership, teamwork and success. You will learn
more about the Quest Core Values upon hire and you will be asked to sign and acknowledge the Core Value Commitment. You will receive a
copy of the Quest Core Values with your offer packet.
AT WILL EMPLOYMENT
The company follows an “employment at will” policy
for all employees. This means that both the company and the employee are, at all times, mutually exclusively free to end the
employment relationship at any time, for any reason or no reason. By accepting this offer of employment, you accept employment on
such terms.
NDA/PROPRIETARY AGREEMENT
By accepting this offer, you agree to abide by
the terms and conditions set forth in this letter and the NDA/Proprietary Agreement. You understand that this offer letter and
the above mentioned policies and NDA/Proprietary Agreement represent the terms and conditions of employment.
This offer is contingent upon the following:
| · | Compliance with the Immigration Reform and Control Act of 1986 requires that
all new employees verify eligibility for employment in the United States within the first three days of employment. Please be prepared
to provide the required acceptable documentation on your first day. Your employment may be terminated if you do not provide such
proof of employment eligibility within the applicable timeframe. |
| · | Your execution of the Quest Propriety Information and Non-Solicitation Agreement.
|
| · | A satisfactory result on a pre-employment background screening including
a criminal records search and a credit report. |
Brett, I look forward to working with you. Please indicate your acceptance
of this offer by signing and returning a copy of this letter within 2 business days of receipt.
Sincerely,
Ray Hatch
Chief Executive Officer
Enclosures
Offer Accepted by:
| /s/ Brett
Johnston |
October 7, 2022 |
| Brett Johnston Signature |
Date |
Quest Resource Holding Corporation Appoints
Brett Johnston as Senior Vice President and
Chief Financial Officer
THE COLONY, TX – October 12, 2022 –
Quest Resource Holding Corporation (NASDAQ: QRHC) ("Quest"), a national leader in environmental waste and recycling services,
today announced that it has appointed Brett Johnston as Senior Vice President and Chief Financial Officer, effective November 1, 2022.
Prior to Quest, Mr. Johnston, 46, spent nearly
20 years at Arcosa, Inc., most recently serving as Senior Vice President of Arcosa’s Construction Products Group and leading a 50+
member accounting, finance and IT team. During his tenure, he led the successful implementation of new accounting and finance systems
and processes within Arcosa’s fastest growing segment. In addition, Mr. Johnston played a key role in Arcosa’s M&A strategy,
including contributing to target development and screening, as well as overseeing teams responsible for due diligence and integrations.
Mr. Johnston holds an MBA from the University of Texas and a Bachelor of Science in Economics from Texas A&M University.
“I am excited to welcome Brett to Quest
as our next Chief Financial Officer,” said Ray Hatch, Quest’s CEO. “Brett is a talented, results-oriented leader with
extensive financial, strategy, systems, and M&A experience, all of which are of vital importance in maintaining our reputation as
a service leader and driving growth and continuous improvements in our profitability and returns.”
“I look forward to working with Quest’s
management team and being part of a rapidly growing company that serves a critical need to help large companies improve sustainability
in a cost-effective manner. With its compelling customer value position, asset light business model, and established national platform,
I see significant opportunities for profitable growth that will continue to benefit from advantages of scale,” said Brett Johnston.
About Quest Resource Holding Corporation
Quest is a national provider of waste and recycling
services that enable larger businesses to excel in achieving their environmental and sustainability goals and responsibilities. Quest
delivers focused expertise across multiple industry sectors to build single-source, client-specific solutions that generate quantifiable
business and sustainability results. Addressing a wide variety of waste streams and recyclables, Quest provides information and data that
tracks and reports the environmental results of Quest’s services, gives actionable data to improve business operations, and enables
Quest’s clients to excel in their business and sustainability responsibilities. For more information, visit www.qrhc.com.
Safe Harbor Statement
This press release contains forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which provides a "safe harbor" for such
statements in certain circumstances. Actual events or results could differ materially from those discussed in the forward-looking statements
as a result of various factors, as discussed in greater detail in our filings with the Securities and Exchange Commission (SEC), including
our Annual Report on Form 10-K for the year ended December 31, 2021. You are cautioned not to place undue reliance on such statements
and to consult our SEC filings for additional risks and uncertainties that may apply to our business and the ownership of our securities.
Our forward-looking statements are presented as of the date made, and we disclaim any duty to update such statements unless required by
law to do so.
Investor Relations Contact:
Three Part Advisors, LLC
Joe Noyons
817.778.8424
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