Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.





Election of New Director

On August 27, 2021, the Board of Directors (the "Board") of Harbor Custom Development, Inc. (the "Company") elected Chris Corr as a new director to fill the vacancy in the Board created by the resignation of Robb Kenyon. The Board has determined that Mr. Corr is an "independent director" under the Nasdaq listing rules.

Mr. Corr will receive the same compensation as was approved for the other members of the Board on August 12, 2021, as follows: (i) beginning on September 1, 2021, Mr. Corr shall receive base compensation of $2,500 per month; and (ii) 10,000 shares of common stock pursuant to the Company's 2020 Restricted Stock Plan which shall vest in equal quarterly installments of 2,500 shares at the end of every quarter, beginning on September 30, 2021.

Mr. Corr was not appointed as a director pursuant to any arrangement or understanding with any person, and is not a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.

Appointment of Committee Members

Effective as of August 27, 2021, Richard Schmidtke, a non-independent director, resigned from the Compensation Committee and the Nominating and Corporate Governance Committee. Mr. Schmidtke's resignation from the respective committees was not due to any disagreement with the Company on any matter relating to its operations, policies, or practices. Mr. Schmidtke remains a director on the Company's Board.

Concurrently, Mr. Corr, an independent director, was elected to the Compensation Committee. The Compensation Committee is now comprised of the following members: Larry Swets (Chair), Wally Walker, and Chris Corr, all of whom are independent directors.

In addition, Dennis Wong, an independent director, was elected to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is now comprised of the following members: Wally Walker (chair), Karen Bryant, and Dennis Wong, all of whom are independent directors.




Item 8.01 Other Events.



Fully Independent Committees

As previously disclosed on a current report on Form 8-K on September 8, 2020, on September 1, 2021, the Company ceased to be a "controlled company" within the meaning of the Nasdaq rules. The Nasdaq rules require that the Company establish fully independent committees within one year of the loss of "controlled company" status. Following the appointments of the independent directors to the committees as described above in Item 5.01, all of the members of the Company's committees are now comprised of independent directors, in compliance with the Nasdaq rules.





Exhibit No.   Description
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