SMG Industries Inc. appointed Bryan as new CEO

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


Appointment of Chief Executive Officer and Chief Financial Officer


In connection with the Closing disclosed above in Item 1.01, effective July 7, 2023, Matthew C. Flemming stepped down as the Company's Interim Chief Executive Officer and Interim Chief Financial Officer. Mr. Flemming will continue as chair of the Board and will transition to the role of Business Development Officer. Mr. Flemming's compensation will remain unchanged.


Effective July 7, 2023, the Board appointed Bryan, age 45, as Chief Executive Officer and Tim, age 47, as Chief Financial Officer of the Company. Bryan's and Tim's appointments were made in connection with the Acquisition described in Item 1.01 above.


The Company has entered into employment agreements (the "Employment Agreements") with Bryan and Tim in connection with their new roles at the Company. The term of each Employment Agreement is 36 months, commencing on July 7, 2023, with automatic one-year extensions. Pursuant to their respective Employment Agreements, Tim and Bryan will each have a base salary of $275,000 and both will be eligible for an annual performance bonus based on quarterly and annual goals to be established by the compensation committee of the Board.


Each Employment Agreement also provides that if either executive is terminated without Cause (as defined in the Employment Agreement), or he resigns for Good Reason (as defined in the Employment Agreement), he will be entitled to a cash payment in an amount equal to six months of his annual base salary in effect on the last day of employment, plus (a) any owed or accrued past due base compensation, (b) unreimbursed business expenses, and (c) accrued, but unused benefits due under applicable law.


In connection with the Acquisition and their appointments, Bryan, Tim, and Tim's Trust also received allocations of the Purchase Price described in Item 1.01 above. Prior to his appointment as Chief Executive Officer of the Company, Bryan served as president and chief executive officer of Barnhart Transportation since its founding in 2003. Similarly, prior to his appointment as Chief Financial Officer of the Company, Tim served alongside his brother, Bryan, as chief financial officer of Barnhart Transportation since 2003.


The foregoing description of the Employment Agreements is a summary, does not purport to be complete, and is qualified by reference to the full text of the Employment Agreements, which are attached hereto as Exhibits 10.6 and 10.7 and are incorporated herein by reference.


Appointment of Directors


On July 7, 2023, in connection with the Closing, the Company increased the size of the Board from seven directors to nine directors and elected Bryan and Tim, effective immediately, to fill the vacancies created by the increase in the size of the Board. Each will serve until the Company's next annual meeting of stockholders or until his successor is duly elected and qualified.


Bryan and Tim will not be compensated for their service as directors apart from the compensation previously described in this Item 5.02. In connection with the Acquisition, the Barnhart Companies entered into new leases with Jet Park Warehousing, LLC, a South Carolina limited liability company ("Jet Park"), and Lakeshore Warehousing, LLC, a Pennsylvania limited liability company ("Lakeshore"), as landlords. The Barnhart Companies pay aggregate rent of approximately $157,000 per month to Jet Park and Lakeshore. Each of Jet Park and Lake Shore are directly or indirectly owned by Bryan and Tim or their affiliates.