Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 5.02 (e) Compensatory Arrangements of Certain Officers
On April 25, 2020, the Compensation Committee of the Board of Directors of
Vertex Energy, Inc. (the "Company", "we" and "us"), approved an increase in
total base salary for fiscal 2020 (retroactive to January 1, 2020) and 2020
targeted bonus compensation for fiscal 2020, for (a) Benjamin P. Cowart, our
Chief Executive Officer and President (Mr. Cowart's total base salary increased
to $358,990 for fiscal 2020 (with accrued amounts subject to the Payment
Conditions (defined below)), and Mr. Cowart's 2020 targeted bonus increased to
$214,320); (b) Chris Carlson, our Chief Financial Officer and Secretary (Mr.
Carlson's total base salary increased to $233,610, for fiscal 2020 (with accrued
amounts subject to the Payment Conditions (defined below)), and Mr. Carlson's
2020 targeted bonus increased to $132,350); and (c) John Strickland, our Chief
Operating Officer (Mr. Strickland's total base salary increased to $241,120 for
fiscal 2020 (with accrued amounts subject to the Payment Conditions (defined
below)), and Mr. Strickland's 2020 targeted bonus compensation for fiscal 2020
was increased to $164,440).
The Compensation Committee also approved bonus compensation for fiscal 2019 for
Mr. Cowart, Mr. Carlson and Mr. Strickland of $149,164; $112,588; and $98,720,
respectively, on April 25, 2020.
The increase in base salary for the above listed executive officers will be
effective January 1, 2020. The bonuses (as described above) for 2019 for each of
the executive officers, as applicable, will be deemed accrued as of April 25,
2020. Such 2019 bonuses, and such 2020 pay increases (from January 1, 2020 to
April 25, 2020), will be payable at the rate of up to one-third of such amounts
quarterly, in future quarters, provided that if the Company does not maintain a
current ratio of assets to debt of 1.0 or is not in compliance with all of its
debt covenants (collectively, "Payment Conditions"), the accrued amounts shall
not be paid in an amount which would cause the Company to violate the Payment
Conditions, and any amount not paid will accrue until the following quarter, or
until such time as the Payment Conditions are met.
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