PROXY STATEMENT

of

HIREQUEST, INC.

Annual Meeting of Stockholders to be held on June 15, 2022

PROXY STATEMENT QUESTIONS AND ANSWERS

Who is soliciting proxies in connection with the 2022 Annual Meeting?

Our Board of Directors is soliciting proxies to be used at our 2022 Annual Meeting of Stockholders (the "Annual Meeting" or the "2022 Annual Meeting").

When will the Company begin mailing proxy materials?

This proxy statement and accompanying form of proxy for the Company's stockholders are first being mailed or delivered to the Company's stockholders on or about May 7, 2022.

Why did I receive this Proxy Statement?

As a stockholder of HireQuest, Inc. on April 22, 2022, the record date for our 2022 Annual Meeting, you are entitled to vote on the proposals described in this proxy statement. You should read it carefully along with our Annual Report on Form 10-K filed with the SEC on March 15, 2022 and all other items we have filed with the SEC to help you determine how to vote on the proposals.

This proxy statement constitutes a proxy statement for the Company under Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The accompanying Notice of the 2022 Annual Meeting of Stockholders (the "notice") constitutes a notice of meeting with respect to the 2022 Annual Meeting.

You should rely only on the information contained in or incorporated by reference into this proxy statement and the accompanying notice. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement or the accompanying notice. This proxy statement is dated April 28, 2022.

When and where is the Annual Meeting?

The Annual Meeting will be held June 15, 2022 at 2:00 p.m., Eastern Time. This year, the Annual Meeting will be held entirely online at www.cstproxy.com/hirequest/2022.

Who is entitled to attend and vote at the Annual Meeting?

All stockholders of record as of the close of business on April 22, 2022 are entitled to receive notice of, attend, and vote at the Annual Meeting. You may authorize a proxy to vote your shares without attending the Annual Meeting. You are entitled to cast one vote for each share of common stock you held of record as of the record date.

Attendance at the Annual Meeting is limited to stockholders of record and beneficial owners of our shares of common stock (see below for distinction). Stockholders are invited to attend the Annual Meeting online at www.cstproxy.com/hirequest/2022 by using their unique control number to register.

How do I attend the virtual Annual Meeting?

The Annual Meeting may be accessed virtually via live audio webcast at www.cstproxy.com/hirequest/2022. Both stockholders of record and “street name” or beneficial stockholders will need to register to be able to attend the Annual Meeting via live audio webcast, submit their questions during the meeting, and vote their shares electronically at the meeting by following the instructions below.

If you are a stockholder of record:

If you are a beneficial or “street name” stockholder, you must:

The Annual Meeting live audio webcast will begin promptly at 2:00 p.m., Eastern Time, on June 15, 2022. We encourage you to access the meeting prior to the start time. You should allow ample time for the check-in procedures on the day of the Annual Meeting.

What is the difference between a stockholder of record and a beneficial owner?

Stockholder of Record:

If your shares are registered directly with our transfer agent, Continental Stock Transfer, you are considered the stockholder of record with respect to those shares. In such case, the notice and proxy materials were sent to you by Continental Stock Transfer.

Beneficial or “street name” owner:

If your shares are held in an account at a bank, broker, or other similar organization, then you are the beneficial owner of shares held in “street name.” In such case, the notice and proxy materials will be forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. Those instructions are contained in information provided to you by the organization that holds your shares.

What items will be voted on at the Annual Meeting?

At the Annual Meeting, stockholders of the Company will be asked to consider and vote on the following proposals:

In addition, stockholders will vote on such other business as may properly come before the Annual Meeting, including any adjournments or postponements thereof.

What is the Board’s voting recommendation for each item to be considered at the Annual Meeting?

The Board recommends that you vote your shares as follows:

How can I vote?

Even if you plan to attend our 2022 Annual Meeting of Stockholders, please read this proxy statement with care and vote right away using one of the methods below.

If you are a stockholder of record:

If you are a stockholder of record, have your proxy card in hand and follow the instructions. You may use any of the following methods for voting:

If you are a beneficial or “street name” owner:

If your shares are held in the name of a bank, broker, or other holder of record, you will receive instructions from the holder of record as to how to vote your shares. You must follow the instructions of the holder of record for your shares to be voted.

If your shares are not registered in your own name and you plan to vote your shares virtually at the Annual Meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and use it to attend the virtual meeting.

Can I change or revoke my proxy?

Yes. If you are a stockholder of record, you may revoke your proxy at any time prior to its exercise by filing with our Secretary a duly executed revocation of proxy, by properly submitting, either by internet or mail, a proxy bearing a later date, or by attending the Annual Meeting and voting online. Attendance online at the Annual Meeting will not by itself constitute revocation of a proxy. If you are the beneficial owner of shares held in street name, you must contact the organization that holds your shares to receive instructions as to how you may revoke your voting instructions.

How are proxies voted?

Proxies properly submitted via the internet or mail will be voted at the Annual Meeting in accordance with your directions. If your properly-submitted proxy does not provide voting instructions on a proposal, then the proxy holders will vote your shares (i) in the manner recommended by the Board on all matters presented in this proxy statement and (ii) as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting. Richard Hermanns and John D. McAnnar have been designated as proxy holders for the Annual Meeting.

What happens if I do not vote or I abstain from voting on one or more proposals?

If you hold your shares beneficially or in “street name,” it is critical that you cast your vote if you want it to count in the election of directors, and the advisory vote on executive compensation (Proposals 1 and 3). Your bank or broker is not permitted to vote your uninstructed shares on these proposals. Thus, if you hold your shares in “street name” and you do not instruct your bank or broker how to vote on Proposals 1 or 3, your shares will not be counted as having been voted on the applicable proposal and therefore will have no effect on the vote, assuming a quorum is present. Please instruct your bank or broker so your vote can be counted. Your bank or broker does have discretion to vote any uninstructed shares on the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal 2). 

You may choose to abstain or refrain from voting your shares (or “withhold authority” with respect to director elections) on one or more issues presented for a vote at the Annual Meeting. Abstentions and broker non-votes are counted as present for purposes of determining the presence of a quorum. Abstentions and broker non-votes are not considered votes cast and therefore will not affect the outcome of the vote on any of the proposals.

What vote is required to approve the proposals?

Once a quorum is present, the following vote is required to approve each proposal:

What is the quorum for the Annual Meeting?

The presence online or by proxy of shareholders entitled to cast a majority of the issued and outstanding shares entitled to vote will constitute a quorum to transact business at the Annual Meeting. At the close of business on the record date, April 22, 2022, there were 13,786,555 shares of Company common stock issued and outstanding. Your shares will be counted for purposes of determining if there is a quorum, whether representing votes for, against, or abstained, if you:

If a quorum is not present at the Annual Meeting, the chair of the meeting may adjourn the Annual Meeting from time to time in accordance with the Company's bylaws without notice other than announcement of the Annual Meeting.

What if I have a question at the Annual Meeting?

There will be time set aside during the live presentation for questions and answers. Stockholders may send questions to the Company via the Annual Meeting website. The Company will address these questions live at the Annual Meeting or will disclose responses on its website following the Annual Meeting.

Who has paid for this proxy solicitation?

We have paid the entire expense of preparing, printing, and mailing the notice and proxy materials. We have requested banks, brokers, or other nominees and fiduciaries to forward the proxy materials to beneficial owners of our Common Stock and to obtain authorization for the execution of proxies. We will reimburse such parties for their reasonable expenses in forwarding proxy materials to beneficial owners upon request.

Proxies may be solicited by our directors, officers, or employees personally or by telephone without additional compensation for such activities. No arrangements or contracts have been made with any solicitors as of the date of this proxy statement, although, we reserve the right to engage solicitors if we deem them necessary. Such solicitations may be made by mail, telephone, facsimile, e-mail, or personal interviews.

Who will serve as inspector of elections?

A representative of Continental Stock Transfer will serve as the inspector of elections.

Where can I find additional information?

This proxy statement incorporates important business and financial information about the Company from other documents that are not included in or delivered with this proxy statement. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into this proxy statement free of charge by requesting them in writing from the Company at the Company’s principal mailing address: 111 Springhall Drive, Goose Creek, South Carolina 29445, Attention: John D. McAnnar, Corporate Secretary or by telephone at (843) 723-7400 ext. 1000.

BOARD OF DIRECTORS’ INFORMATION

Board Composition

Our Board of Directors is composed of six directors (together, the “Directors”, and each a “Director”). Each Director is elected annually for a term of one year and holds office until the next annual meeting and until a successor is duly elected and qualifies. Under our bylaws, at a stockholder meeting to elect Directors, the affirmative vote of a plurality of the votes cast with respect to a nominee’s election is sufficient to elect a Director (as long as a quorum is present).

The following table sets forth the name, age, starting year, and position for each of our current Directors as of the record date.

ELECTION OF DIRECTORS

(Proposal #1)

In evaluating the suitability of director nominations, the Nominating and Corporate Governance Committee takes into account factors such as a general understanding of various business disciplines, understanding of the Company’s business environment, backgrounds, perspectives, skills, character, judgment, diversity of experience, and ability to act on behalf of all stockholders. We do not have a formal diversity policy, however, the Nominating and Governance Committee endeavors to have a Board representing diverse viewpoints as well as diverse expertise at policy-making levels in many areas, including business, accounting and finance, marketing and sales, business development, human capital management, public company governance, growth through mergers and acquisitions, risk management and in other areas that are relevant to our activities.

Nominees For Election

Richard Hermanns, R. Rimmy Malhotra, Lawrence Hagenbuch, Kathleen Shanahan, Edward Jackson, and Jack Olmstead have been nominated to serve on the Board until our next annual meeting of stockholders and until their respective successors are duly elected and qualify. Each of the nominees has consented to being named in this proxy statement and has agreed to serve as a director if elected. As of the date of this proxy statement, our Board of Directors is not aware of any nominee who is unable or will decline to serve as a director. The Board of Directors recommends that the stockholders elect the nominees named below.

The Nominees:

The biographical descriptions below set forth certain information with respect to each nominee for election as a Director at the Annual Meeting. The Board has identified specific attributes of each nominee that the Board has determined qualify that person for service on the Board.

Richard Hermanns - Richard Hermanns, age 58, was elected as a director in July of 2019 and currently serves as president and chief executive officer of HireQuest, Inc. Mr. Hermanns beneficially owns more than 5% of the Company's voting stock. Mr. Hermanns has nearly thirty years of experience in the temporary staffing industry. He previously served as chief executive officer and secretary of Hire Quest, LLC since the Company’s founding in 2002. He also previously served in the same capacities for predecessor entities since July 1991. He is also Chairman of the Board of Directors and President of Hirequest Insurance Company and has been since its founding in 2010. He has been Chief Executive Officer of Hire Quest Financial, LLC since its founding in 2006. Together with Edward Jackson, Mr. Hermanns owns a majority stake in Bass Underwriters, Inc., a large managing general insurance agent. Prior to founding Hire Quest and its related entities, Mr. Hermanns served as Chief Financial Officer of Outsource International, and as an Assistant Vice President for NCNB National Bank (now Bank of America). Mr. Hermanns obtained his Bachelor of Science degree in Economics and Finance from Barry University, and his Masters of Business Administration in Finance from the University of Southern California. Mr. Hermanns is also active in the charitable realm. Among his charitable pursuits, he founded the Higher Quest Foundation, a non-profit organization dedicated to fighting global hunger in a more sustainable way. The particular experience, qualifications, attributes or skills that led our Board to conclude that Mr. Hermanns should continue to serve as a director include his continued tenure leading the Company, his business acumen, and his experience in the temporary staffing industry. In addition, his significant ownership stake in HireQuest provides our board with a unique perspective regarding the long-term strategy of the company.

R. Rimmy Malhotra - R. Rimmy Malhotra, age 46, was appointed to our Board of Directors on April 6, 2016. From 2013 to the present, Mr. Malhotra has served as the Managing Member and Portfolio Manager for Nicoya Fund LP, a private investment partnership. Previously, from 2008 to 2013 he served as portfolio manager of the Gratio Values Fund, a mutual fund registered under the Investment Act of 1940. Prior to this, he was an Investment Analyst at a New York based hedge fund. Since November 2019, Mr. Malhotra has been a member of the Board of Directors of Optex Systems Holdings, Inc. (OTCQB:OPXS), is the Chair of its Compensation Committee, and sits on its Audit Committee. Since January 2021, he has served on the Board of Directors and is Chair of the Audit Committee for Scott’s Liquid Gold-Inc. (OTCBB:SLGD). He earned an MBA in Finance from The Wharton School and a Master’s degree in International Relations from the University of Pennsylvania where he was a Lauder Fellow. Mr. Malhotra holds undergraduate degrees in Computer Science and Economics from Johns Hopkins University. The particular experience, qualifications, attributes or skills that led our Board to conclude that Mr. Malhotra should continue to serve as a director of our Company include his experience with public equity and his qualifications as a financial matters expert.

Lawrence F. Hagenbuch - Lawrence F. Hagenbuch, age 54, was appointed to Command Center’s Board of Directors in April 2018 and was retained after the Merger. Mr. Hagenbuch chairs our Audit Committee. He brings extensive operations and board experience to HireQuest, along with expertise in the creation of innovative marketing and planning strategies. Mr. Hagenbuch is currently a Managing Director with Huron Consulting, a position he has held since August 2018. Mr. Hagenbuch currently sits, and has since November 2019, on the Board of Directors and is the Chair of the Audit Committee of Optex Systems Holdings, Inc. (OTCQB:OPXS). Mr. Hagenbuch served on the board of directors and the audit and compensation committees of Remy International, Inc. (NASDAQ:REMY) from 2008 until the sale of the company in 2015. He also served on the board of directors of Arotech Corporation (NASDAQ:ARTX). Mr. Hagenbuch has served in senior management positions at J. Hilburn, Alix Partners, GE / GE capital, and American National Can. Mr. Hagenbuch began his professional career in the United States Navy. He earned an undergraduate degree in engineering from Vanderbilt University on a full Navy ROTC scholarship. He later earned an MBA from the Wharton School of the University of Pennsylvania. Mr. Hagenbuch currently serves as a founding board member of the veteran’s service charity, Soldiers Who Salsa. The particular experience, qualifications, attributes or skills that led our Board to conclude that Mr. Hagenbuch should continue to serve as a director of our Company include his years of operating experience at both large and growth-oriented companies, in addition to his experience as a director of other public companies.

Kathleen Shanahan - Kathleen Shanahan, age 63, was elected to the board of directors in July of 2019. Ms. Shanahan presently is Chief Executive Officer of Turtle & Hughes, Inc. Established in 1923, Turtle & Hughes ranks among the nation’s top twenty electrical distribution companies serving the industrial, construction, commercial, electrical contracting, export, and utility industries. Turtle & Hughes operates in the United States, Canada, Mexico, and Puerto Rico and is a certified women-owned business. Ms. Shanahan was previously Chair and Chief Executive Officer, of Ground Works Solutions, formerly URETEK Holdings, Inc., a corporation focused on soil stabilization and densification. She served as a member of the Board of Directors and Audit Committee of TRC Companies, Inc. (NYSE:TRR) from 2015 – 2017, and as a member of the Board of Directors and Chair of the Executive Compensation Committee of WCI Communities, Inc. (NYSE:WCI) from 2004 – 2007. Ms. Shanahan has also been the CEO and Chairperson of WRSCompass, an environmental engineering and contracting company with a national footprint. She served as Chief of Staff for Florida Governor Jeb Bush, Chief of Staff for Vice President-elect Dick Cheney, Deputy Secretary of the California Trade and Commerce Agency for Governor Wilson, Special Assistant to then Vice President George H. W. Bush, and Staff Assistant to President Ronald Reagan’s National Security Council. She currently serves on the board of Great Lakes Dredge & Dock Corporation (Nasdaq:GLDD), and FRP, a private company. She received her undergraduate degree in Nutrition and Biochemistry from the University of California, San Diego, Revelle College, and her Masters in Business Administration from New York University. The particular experience, qualifications, attributes or skills that led our Board to conclude that Ms. Shanahan should continue to serve as a director of our Company include her proven leadership skills, her various business and political relationships, and her service as both executive and director of multiple organizations.

Edward Jackson - Edward Jackson, age 56, was elected to the board of directors in July of 2019. Mr. Jackson beneficially owns more than 5% of the Company's voting stock. Mr. Jackson has more than 35 years of experience in the insurance industry. He is currently the president of Bass Underwriters, Inc., a large managing general insurance agent (“Bass”), in which he and Mr. Hermanns own a majority stake. In his capacity as president of Bass he oversees all management operations, marketing strategies, underwriting reviews, and claims procedures. He also has diverse business holdings in industries other than insurance. He was previously a member of and consultant to Hire Quest Holdings, LLC and its related family of companies. He owns and is president of one of the largest Haagen Dazs franchise stores in North America, and he founded a company that provides inspection services for insurance carriers nationwide. He holds a Bachelor of Science degree in Risk Management and Insurance from Florida State University. He holds insurance licenses in General Lines (Property & Casualty), and Surplus Lines, Health, and Life. The particular experience, qualifications, attributes or skills that led our Board to conclude that Mr. Jackson should continue to serve as a Director include his business acumen, his experience leading a large managing general agent, his franchising experience, and his experience in the insurance industry.

Jack Olmstead – Jack Olmstead, age 68, was appointed to our Board of Directors in June 2020. He is the President of Tri-City Electrical Contractors, Inc., one of Florida’s leading electrical contractors, and has over 37 years of operations and management experience in electrical construction. Mr. Olmstead has served previously as President of the Gulf Coast Chapter of the Associated Builders and Contractors, Inc. He currently serves on the boards of the CEO Council of Tampa and Build Tampa Bay. He has served on the Board of Directors for the Central Florida Chapter of the Children’s Home Society of Florida and is a dedicated supporter for Lifepath Hospice and PACE Center for Girls in Hillsborough County. The particular experience, qualifications, attributes and skills that led our Board to conclude that Mr. Olmstead should serve as a director of our Company include his many years of operational experience in an industry we serve, his participation in strategic planning and growth of a company in a related industry, and his many business connections.

Director Qualifications, Skills, and Diversity

Our Board and Nominating and Corporate Governance Committee believe that the skills and qualifications identified in the table below are particularly relevant to the Company when evaluating Director nominees, both from an individual and collective standpoint. The fact that a particular skill or qualification is not designated does not mean the director nominee does not possess that particular attribute. Rather, the skills and qualifications noted below are those reviewed by the Nominating and Corporate Governance Committee and the Board in making nomination decisions. We believe the combination of skills and qualifications shown below demonstrates how the Board is well-positioned to provide strategic oversight and guidance to management.

In addition to the diverse array of skills the Board possesses, the Company also believes that other types of diversity, including ethnic, cultural, gender, and veteran status, impact how directors are positioned to help guide management on key issues affecting the Company. The following Board Diversity Matrix presents our Board diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our directors. We currently satisfy all minimum objectives of Nasdaq Rule 5605(f)(2) by having at least one director who identifies as female and at least one director who identifies as a member of an Underrepresented Minority (as defined by the Nasdaq Listing Rules).

Directors who are Military Veterans:  2

The Board of Directors unanimously recommends that the stockholders vote FOR each of the six nominees set forth in Proposal #1 to serve a term that will continue until the next annual meeting of stockholders.

Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nominees named above, unless one or more of such nominees should become unavailable for election, in which event such shares shall be voted for the election of such substitute nominees as the Board of Directors may propose.  Each person nominated has agreed to serve if elected, and we know of no reason why any of the listed nominees would be unavailable to serve.

CORPORATE GOVERNANCE AND RELATED MATTERS

Corporate Governance Highlights

Our commitment to strong corporate governance, effective risk management, and strong independent oversight of management by the Board is reflected in our governance practices and policies.

Corporate governance highlights include:

Leadership Structure of the Board

Our Board is committed to effective corporate governance. The Board’s current leadership structure is comprised of a combined Chairman of the Board and Chief Executive Officer, a Vice Chairman, and Board committees comprised solely of independent directors. The Board believes that the current structure appropriately strikes the balance between strong and informed Company leadership and appropriate oversight by independent directors. We value independent oversight as an effective means of promoting corporate performance and enhancing shareholder value. Other than Richard F. Hermanns, our Chairman and Chief Executive Officer, all of our directors are independent.

Mr. Hermanns currently serves as our Chairman and Chief Executive Officer. In his role as Chairman, Mr. Hermanns presides over meetings of the full Board of Directors, provides guidance to the Board and management on a variety of key issues, and is responsible for long-range strategic planning for the Company. As Chief Executive Officer, Mr. Hermanns is responsible for the active management, day-to-day leadership, and overall performance of the Company. While the Company does not have a policy regarding whether the role of the Chairman and Chief Executive Officer should be separate, our Board has determined that Mr. Hermanns’ involvement as both Chairman and Chief Executive Officer benefits the Company because of his proven leadership; extensive knowledge of all aspects of the Company and its business and risks, its industry, and its competitors; deep understanding of the Company’s operations and intimate involvement in the day-to-day business which position him to elevate the most critical business issues for consideration by the Board; and significant personal investment in the Company that aligns his interests with those of stockholders. The Board believes that having Mr. Hermanns serve in both capacities of Chairman and CEO currently allows him more effectively to execute HireQuest’s strategic initiatives and business plans and to confront its challenges.

The benefits of Mr. Hermanns’ concurrent service are bolstered by independent oversight including by the Company’s independent Vice Chairman, R. Rimmy Malhotra. Mr. Malhotra is an additional resource for the Board and management with respect to governance and financial matters. The Vice Chairman has the responsibility and authority to preside over all meetings of the Board of Directors at which the Chairman is not present, including executive sessions of the independent directors, serving as a key liaison between the Chairman and the independent directors, reviewing and approving agendas for the Board of Directors, recommending selection for membership for each board committee, and being available, when appropriate, for consultation and communication with management, independent directors, the Chairman, and stockholders.

After careful consideration, the Nominating and Corporate Governance Committee and our Board have determined that HireQuest’s current Board structure with a combined Chairman and CEO role, an independent Vice Chairman, and committees populated with independent directors is the most appropriate leadership structure for HireQuest and its stockholders given the Company’s ownership and operating structure.

Director Independence

Nasdaq Listing Rules require, and our Board has determined, that at least a majority of our Board be “independent.” In connection with the Nasdaq Listing Rules’ requirement that the major functions of the Audit, Compensation, and Nominations/Corporate Governance Committees be performed by “independent” directors, our Board has determined that the members of those Committees should also be “independent.” The Listing Rules provide that, to qualify as “independent,” a director, in addition to satisfying certain bright-line criteria, must be affirmatively determined by the Board not to have any relationship which, in the opinion of the Company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Following their election at the 2021 annual meeting of stockholders, the Board affirmatively determined that each of our directors, other than Mr. Hermanns, satisfies the bright-line independence criteria of the Nasdaq Listing Rules and that none has a relationship with the Company that would interfere with their exercise of independent judgment in carrying out their responsibilities as a Director. In determining Mr. Jackson’s independent director status, the Board considered his ownership in Bass Underwriters, Inc., a company which brokers many policies of insurance for the Company and in which Mr. Hermanns maintains an ownership stake. The Board determined that despite this relationship, Mr. Jackson could exercise independent judgment in carrying out his responsibilities as a director. The commission Bass earns on the HireQuest insurance policies is a very small portion of total revenue of Bass. In addition, Mr. Jackson’s significant ownership of HireQuest stock makes it more likely that his interests are aligned with those of stockholders. Still, to avoid even the appearance of any potential conflict, the Board determined that Mr. Jackson would not serve on any Committees.

Code of Ethics

The Board has adopted the HireQuest, Inc. Code of Ethics and Business Conduct (the “Code”) to assist management in performing day-to-day activities and the Board in performing its governance and oversight functions. A copy of the Code is available on our website at www.hirequest.com by choosing the “Invest” tab, selecting “Corporate Governance,” and, finally, clicking on “Governance Documents.” The information contained on or available through our website is not part of this proxy statement. We will provide a copy to any stockholder free of charge upon request. We will satisfy the disclosure requirement of Item 5.05 of Form 8-K (which requires disclosure on Form 8-K or the company website of certain waivers or amendments of the Code) by posting relevant information on our website at www.hirequest.com. The contents of our website are not incorporated by reference in this proxy statement.

Hedging and Related Transactions

Pursuant to the Company's Policy on Insider Trading, covered persons, including all directors, officers, and their respective immediate family members and entities over which such covered person exercises control, are prohibited from engaging in the following transactions in the Company's securities unless advance approval is obtained from the Company's Compliance Officer: sales of Company securities within six months after purchase; short sales; options trading, including buying and selling of puts, calls, or other derivative securities; holding Company securities in a margin account; and hedging, monetization, or other similar arrangements with respect to Company securities. These prohibitions apply both to securities held directly or indirectly by such covered persons as well as those granted to such covered persons as compensation.

Standing Board Committees

Our Board has established standing committees, the Audit, Compensation, and Nominating and Corporate Governance committees, to assist in its duties. The principal responsibilities of each committee are described below and in written charters for each committee, which are available on our website at www.hirequest.com by choosing the “Invest” tab, then selecting “Corporate Governance,” and, finally, clicking “Committee Charters.” The information contained on or available through our website is not part of or incorporated by reference in this proxy statement. We will provide a copy of these charters to any stockholder free of charge upon request. The Board has determined that all members of the Audit, Compensation, and Nominating and Corporate Governance Committees are independent and satisfy the relevant Securities and Exchange Commission and Nasdaq Listing Rules independence requirements and other requirements for members of such committees.

The following table presents information on our current board committees:

C = Chair

* = Audit Committee Financial Expert

Audit Committee

The Audit Committee, which is established in accordance with Section 3(a)(58)(A) of the Exchange Act, consists entirely of directors who meet the independence requirements of Nasdaq and Rule 10A-3 under the Exchange Act. The Board has determined that Lawrence Hagenbuch and R. Rimmy Malhotra are both “audit committee financial experts” as defined in Item 407(d)(5)(ii) of Regulation S-K and have accounting and financial management expertise within the meaning of the Nasdaq Listing Rules.

The Audit Committee provides oversight by reviewing financial reports and other financial information of HireQuest, reviewing our systems of internal control regarding finance, accounting, legal compliance, and ethics, reviewing our auditing, accounting, and financial reporting process, and administering our related party transactions policy including review and approval of all potential related party transactions. The Audit Committee monitors our financial reporting process and internal control system. The Audit Committee coordinates, reviews, and appraises the audit efforts of our independent registered public accounting firm.  Further, the Audit Committee communicates directly with the independent accountants, financial and senior management, and our Board of Directors regarding the matters related to the Committee’s responsibilities and duties. 

The Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties. It also has the authority to retain counsel and advisors to fulfill its responsibilities and duties. The Audit Committee is comprised of Lawrence Hagenbuch (Chair), Kathleen Shanahan, and R. Rimmy Malhotra.

Compensation Committee

The Compensation Committee consists entirely of directors who meet the independence requirements of Nasdaq and Rule 10C-1 under the Exchange Act. The principal duties and responsibilities of the Compensation Committee are to review and approve annually the corporate goals and objectives applicable to the CEO’s compensation and judge the CEO’s performance, to review and make recommendations regarding the compensation and performance of other executive employees, to review and recommend incentive compensation plans, to review and make recommendations regarding employment and severance agreements, and to review director compensation.

The Compensation Committee has the power to select and retain a compensation consultant as necessary. No such advisors are currently engaged. The Compensation Committee did not use an advisor to assist it in determining executive compensation for 2021. Executive management is actively involved in determining appropriate compensation and making recommendations to the Compensation Committee for its consideration. The Compensation Committee generally reviews the compensation programs applicable to executive officers on an annual basis. In setting compensation levels for a particular executive, the Committee takes into consideration the proposed compensation package as a whole and each element individually, as well as the executive’s past and expected future contributions to our business. For non-CEO executive officers, the Compensation Committee also considers recommendations on compensation set forth by the CEO. The Committee's review duties are non-delegable.

The current Compensation Committee is comprised of Jack Olmstead (Chair) and R. Rimmy Malhotra.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee consists entirely of directors who meet the independence requirements of Nasdaq. The principal duties and responsibilities of the Nominating and Corporate Governance Committee include determining qualifications and expertise required to be a director, identifying and screening individuals qualified to become members of the Board, making recommendations to the Board regarding selection and approval of directors, overseeing corporate governance practices and procedures, and reviewing the Board’s committee structure.

The current Nominating and Corporate Governance Committee members are Kathleen Shanahan (chair), and Jack Olmstead.

Related Party Transactions Policy

We recognize that transactions between the Company and related persons present a potential for actual or perceived conflicts of interest. Our general policies with respect to such transactions are included in our Code of Ethics and Business Conduct, and specific policies are included in our HireQuest, Inc. Related Party Transactions Policy (the “Policy”). All employees and directors are required to follow both policies, and the Audit Committee of the Board is charged with reviewing and approving all related party transactions.

Our Policy defines related party transactions as any transaction, arrangement, or relationship, or any series of similar transactions, arrangements or relationships, in which (i) the Company or any of its subsidiaries is or will be a participant, (ii) the aggregate amount involved in any fiscal year will or may be expected to exceed the lesser of $120,000 or one percent of the average total assets of the Company at year end for the last two completed fiscal years, and (iii) any related party has or will have a direct or indirect material interest. This also includes any material amendment or modification to an existing related party transaction. The Policy, in turn, defines a related party as any person who is or was (since the beginning of the last fiscal year for which the Company has filed an Annual Report on Form 10-K and proxy statement, even if such person does not presently serve in that role) an executive officer, director, or nominee for director of the Company, any stockholder owning more than 5% of any class of the Company's voting securities, or an immediate family member of any such person.

It is the responsibility of the Audit Committee of the Board to administer the Policy. The Audit Committee shall review all of the relevant facts and circumstances of all related party transactions that require the Committee's approval and either approve or disapprove of the entry into the related party transaction, subject to the exceptions described below. In determining whether to approve or ratify a related party transaction, the Committee must take into account, among other factors it deems appropriate, (i) whether the transaction was undertaken in the ordinary course of business of the Company, (ii) whether the related party transaction was initiated by the Company, a subsidiary, or the related party, (iii) whether the transaction with the related party is proposed to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party, (iv) the purpose of, and the potential benefits to the Company of, the related party transaction, (v) the approximate dollar value of the amount involved in the related party transaction, particularly as it relates to the related party, (vi) the related party's interest in the related party transaction and (vii) any other information regarding the related party transaction or the related party that would be material to investors in light of the circumstances of the particular transaction.

The Committee may approve the Related Party Transaction only if the Committee determines in good faith that, under all of the circumstances, the transaction is in the best interests of the Company and its stockholders. The Committee, in its sole discretion, may impose such conditions as it deems appropriate on the Company or the related party in connection with the approval of the Related Party Transaction.

Certain transactions, including employment of executive officers, compensation of directors, certain transactions with other companies in which the relationship of the related party to the other company does not reach a certain nexus, certain charitable contributions, transactions in which all stockholders receive proportional benefits, and indemnification of directors and officers, are exempted from the Policy.

Related Party Transactions

The following transactions, which have occurred since January 1, 2019 involving related parties, have met, or are reasonably expected to meet, the definition of Related Party Transaction pursuant to the Policy. Transactions occurring prior to July 15, 2019 occurred when Hire Quest Holdings, LLC ("Legacy HQ"), a company predecessor, was a private company.

The Worlds Franchisees

Mr. Jackson and immediate family members of Mr. Hermanns have direct or indirect ownership interests in certain of our franchisees (the “Worlds Franchisees”). There were 23 Worlds Franchisees at December 31, 2021 that operated 60 of our 217 offices. There were 21 Worlds Franchisees that operated 49 of our 139 offices at December 31, 2020. There were 20 Worlds Franchisees that operated 57 of our 147 offices at December 31, 2019.

Immediate family members of Mr. Hermanns own between 26.8% and 62.8% of each of the Worlds Franchisees. Mr. Jackson owns between 10.7% and 25.4% of each of the Worlds Franchisees.

Franchise royalties received from Worlds Franchisees are summarized below:

On July 15, 2019, in connection with the Command Center Merger (the "Merger"), the Company closed on the sale of assets of several offices to Worlds Franchisees for an aggregate purchase price of $2.2 million. Based on their respective ownership interests in the purchasing Worlds Franchisees, this corresponds to purchase consideration of approximately $1.1 million paid by immediate relatives of Mr. Hermanns and $0.5 million paid by Mr. Jackson.

Contemporaneously with the sale of these assets, the Company entered into an agreement with Hire Quest Financial, LLC, another entity in which Mr. Hermanns and Mr. Jackson collectively own a majority stake (discussed below), whereby the promissory notes issued by the Worlds Buyers to the Company in the aggregate principal amount of approximately $2.2 million were transferred to HQF in exchange for accounts receivable of an equal value. Accordingly, the Company received the full payment price for the office assets upon the closing of the Merger on July 15, 2019, and the Worlds Franchisees have no outstanding obligation to the Company with respect to those assets.

On January 21, 2022, in connection with the purchase of assets from Temporary Alternatives, Inc., the Company closed on the sale of certain assets of the acquired offices to a Worlds Franchisee for an aggregate purchase price of $2.9 million. Based on their respective ownership interests in the purchasing Worlds Franchisee, this corresponds to purchase consideration of approximately $0.9 million paid by immediate relatives of Mr. Hermanns and $0.3 paid by Mr. Jackson.

On February 28, 2022, in connection with the purchase of Northbound Executive Search assets, the Company closed on the sale of certain assets of the acquired office to a Worlds Franchisee for a purchase price of $6.4 million. Based on their respective ownership interests in the purchasing Worlds Franchisee, this corresponds to purchase consideration of approximately $2.2 million paid by immediate relatives of Mr. Hermanns and $0.9 million paid by Mr. Jackson.

Jackson Insurance Agency ("Jackson Insurance") and Bass Underwriters, Inc. ("Bass")

Mr. Jackson and an immediate family member own Jackson Insurance. Mr. Jackson, Mr. Hermanns, and irrevocable trusts set up by each of them, collectively own a majority of Bass, a large managing general agent.

Jackson Insurance and Bass broker HQI's property, casualty, general liability, directors and officers, and cybersecurity insurance. Jackson Insurance also brokers certain insurance policies on behalf of some of our franchisees, including the Worlds Franchisees.

Premiums, taxes, and fees invoiced by Jackson Insurance and Bass to HQI and Legacy HQ for these insurance policies during the years ended December 31, 2021, December 31, 2020, and December 31, 2019 were approximately $729,000, $726,000, and $613,000 respectively. Jackson Insurance and Bass do not retain the majority of the premiums invoiced to HQI and Legacy HQ, but they do retain a commission of approximately 9% - 15% of premiums.

In March 2021, we sold approximately $5.3 million of notes receivable to Bass. Virtually all of the notes sold to Bass originated from the sale of branch locations acquired in the Merger. These notes were sold without recourse at their current outstanding principal value. The proceeds from the sale of these notes were used to finance the Snelling and Link transactions.

Insurance Technologies, Inc. ("Insurance Technologies")

Mr. Jackson, Mr. Hermanns, and irrevocable trusts set up by each of them, collectively own a majority of Insurance Technologies, an IT development and security firm. On October 24, 2019, HQI entered into an agreement with Insurance Technologies to add certain cybersecurity protections to our existing information technology systems and to assist in developing future information technology systems within our HQ Webconnect software. In addition, Insurance Technologies assisted with the IT diligence and integration process with respect to the Snelling and Link acquisitions.

During the years ended December 31, 2021, December 31, 2020, and December 31, 2019 Insurance Technologies invoiced HQI approximately $217,000, $188,000, and $60,000 for services provided pursuant to this agreement, respectively. We terminated this relationship in July 2021 when we added a full-time Chief Information Officer.

Hire Quest Financial LLC

Mr. Hermanns (61.40%) and Mr. Jackson (26.71%) own a majority of Hire Quest Financial, LLC (“HQF”), a financial services entity. In addition to the transaction described above, the following transactions occurred prior to the Merger.

On July 14, 2019, in connection with the Merger, Hire Quest, LLC conveyed approximately $2.2 million of accounts receivable to HQF. These transfers were used to pay down intercompany debt obligations. This corresponds to a value of approximately $1.13 million Mr. Hermanns and $0.46 million for Mr. Jackson

The intercompany debt was entirely extinguished prior to the Merger. Currently, there is no intercompany debt or other business transactions existing between the Company and HQF.

Hirequest Insurance Company

Mr. Hermanns (49.90%), his adult daughter (11.00%), a trust under his control (0.50%), and Mr. Jackson (26.72%), collectively own a majority of Hirequest Insurance Company (“HQ Ins.”), a North Carolina protected cell captive insurance company. Effective March 1, 2010, Hire Quest, LLC purchased a deductible reimbursement insurance policy from HQ Ins. to cover losses up to the $500,000 per claim deductible on the Hire Quest, LLC high-deductible workers’ compensation policy originally obtained through AIG and, later through ACE American Insurance Company. Hire Quest, LLC terminated its policy with HQ Ins. on July 15, 2019 upon the closing of the Merger.

Premiums paid by Hire Quest, LLC to HQ Ins. for workers’ compensation insurance during the year ended December 31, 2019 were approximately $3.6 million. No premiums have been paid since the Merger. The amount allocable to Mr. Hermanns and his family is approximately $2.2 million. The amount allocable to Mr. Jackson is approximately $1.0 million.

Director Nominations

The Board of Directors nominates directors for election at each annual meeting of stockholders and appoints new directors to fill vacancies when they arise. The Nominating and Governance Committee has the responsibility to identify, evaluate, recruit, and recommend qualified candidates to the Board of Directors for nomination or election.

One of the Board of Directors’ objectives in evaluating director nominations is to ensure that its membership is composed of experienced and dedicated individuals with a diversity of backgrounds, perspectives, and skills. The Nominating and Governance Committee will select nominees for director based on their character, judgment, diversity of experience, business acumen, and ability to act on behalf of all stockholders. We do not have a formal diversity policy, however, the Nominating and Governance Committee endeavors to have a Board representing diverse viewpoints as well as diverse expertise at policy-making levels in many areas, including business, accounting and finance, marketing and sales, business development, human capital management, public company governance, growth through mergers and acquisitions, risk management and in other areas that are relevant to our activities. The skills and diversity of our current Board of Directors is described under the section entitled "Director Qualifications, Skills, and Diversity" above.

The Nominating and Corporate Governance Committee believes that nominees for director should have experience, such as those mentioned above, that may be useful to the Company and the Board of Directors, high personal and professional ethics and the willingness and ability to devote sufficient time to carry out their duties as directors effectively. The Nominating and Corporate Governance Committee believes it is appropriate for at least one, and, preferably, multiple, members of the Board of Directors to meet the criteria for an “audit committee financial expert” as defined by rules of the SEC, and for a majority of the members of the Board of Directors to meet the definition of “independent director” as defined by the NASDAQ Listing Rules. The Nominating and Governance Committee also believes it is appropriate for our CEO to participate as a member of the Board of Directors and for other members of our management team to attend and participate in board meetings. Prior to each annual meeting of stockholders, the Nominating and Governance Committee identifies nominees first by evaluating the current directors who are willing to continue in service. These candidates are evaluated based on the criteria described above and the needs of the Board of Directors with respect to the talents and experience of its directors. In the event that a director does not wish to continue in service, the Nominating and Corporate Governance Committee determines not to re-nominate the director, a vacancy is created on the Board of Directors as a result of a resignation, an increase in the size of the Board, or other relevant event, the Committee will consider various candidates for Board membership, including those suggested by the Committee members, by other Board members, by any executive search firm engaged by the Committee, by management, or by stockholders.

Our bylaws include a provision regarding stockholder suggestions for directors, Article 2.4(ii) – Advance Notice of Director Nominations at Annual Meetings. A stockholder who wishes to suggest a prospective nominee for the Board of Directors should notify the Company’s Corporate Secretary, John D. McAnnar, in writing. The notice must include the following information regarding the nominee: (A) the name, age, business address and residence address of the nominee, (B) the principal occupation or employment of the nominee, (C) the class and number of shares of the corporation that are held of record or are beneficially owned by the nominee and any derivative positions held or beneficially held by the nominee, (D) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of the nominee with respect to any securities of the corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit of share price changes for, or to increase or decrease the voting power of the nominee, (E) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, (F) a written statement executed by the nominee acknowledging that as a director of the corporation, the nominee will owe a fiduciary duty under Delaware law with respect to the corporation and its stockholders, and (G) any other information relating to the nominee that would be required to be disclosed about such nominee if proxies were being solicited for the election of the nominee as a director, or that is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation the nominee’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected).

As to the stockholder giving such notice, the notice must include: (A) the name and address, as they appear on the corporation’s books, of the stockholder proposing such nominee and any Stockholder Associated Person (as defined below), (B) the class and number of shares of the corporation that are held of record or are beneficially owned by the stockholder or any Stockholder Associated Person and any derivative positions held or beneficially held by the stockholder or any Stockholder Associated Person, (C) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of such stockholder or any Stockholder Associated Person with respect to any securities of the corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit from share price changes for, or to increase or decrease the voting power of, such stockholder or any Stockholder Associated Person with respect to any securities of the corporation, and (D) any material interest of the stockholder or a Stockholder Associated Person in such business. In addition, to be in proper written form, a stockholder’s notice to the secretary must be supplemented not later than ten days following the record date for notice of the meeting to disclose the information contained in clauses (B) and (C) above as of the record date for notice of the meeting. The notice must also include a statement whether either such stockholder or Stockholder Associated Person will deliver a proxy statement and form of proxy to holders of a number of the corporation’s voting shares reasonably believed by such stockholder or Stockholder Associated Person to be necessary to elect such nominee. Submission of a prospective nominee must comply with all requirements set forth in the Company’s Bylaws.

Communications with the Board

Any interested party may communicate with the Board, the Chairman of the Board, or the non-employee directors as a group on a Board-related issue by sending a written communication to: Corporate Secretary, HireQuest, Inc., 111 Springhall Drive, Goose Creek, SC 29445. Relevant communications will be distributed to the Board, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communication. Communications that are unrelated to the duties and responsibilities of the Board such as sponsorship requests, licensing requests, annual report requests, business solicitations, advertisements, brand comments, and job inquiries, will not be forwarded. Any communication that is screened as described above will be made available to any director upon his or her request.

Executive Sessions

Our non-employee directors meet regularly in executive sessions without members of management. The Committees of the Board are comprised exclusively of independent directors. When members of management attend committee meetings, the committees regularly meet in executive session.

Our Board’s Role in Risk Oversight

The Board plays an active role in overseeing the identification, assessment, and mitigation of risks that are material to the Company. In fulfilling this responsibility, the Board regularly consults with management to evaluate and, when appropriate, modify our risk management strategies. While certain categories of risk, such as related party transactions and oversight of internal control over financial reporting, are allocated to the Audit Committee, the entire Board is regularly informed about such risks from management and the Audit Committee.

The Board regularly reviews information regarding our primary areas of risk assessment including key risks in the strategic, competitive, economic, operational, financial, legal, compliance, regulatory, and reputational realms. Management is charged with identifying material risks that the Company faces in a timely manner, implementing strategies that are responsive to the Company’s risks, evaluating risk and risk management, and promptly communicating information regarding risk to the Board.

Board and Committee Meetings and Attendance in 2021

The full Board of Directors held eleven meetings in 2021. The Audit Committee met six times. The Compensation Committee met four times. The Nominating and Corporate Governance Committee met once. Each of our directors attended at least 75% of all meetings of the Board and committees of which he or she was a member during 2021. We encourage, but do not require, our directors to attend our annual meeting of stockholders. All of our current directors attended the 2021 annual meeting.