TRAQIQ, INC. appointed Glen Miller as new CEO

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


As described under the heading "Post-Closing Governance" in Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference, following the resignation of Greg Rankich as a director of the Company, which created a second vacancy on the Company's board of directors, on May 22, 2023, Glen Miller and Jeffrey Rizzo were appointed as directors to fill both vacancies on the board of directors of the Company, and Mr. Miller was appointed as the chairman of the board of directors. In addition, as described under the heading "Post-Closing Governance" in Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference, on the Closing Date Ajay Sikka resigned his positions as Chief Executive Officer and Chief Financial Officer of the Company, and Glen Miller was appointed by the board as the Chief Executive Officer of the Company, Jeffrey Rizzo was appointed by the board as the Chief Operating Officer of the Company and Michael Jansen was appointed by the board as Chief Financial Officer of the Company. Biographical information regarding Messrs. Miller, Rizzo and Jansen is set forth below:


Glen Miller, age 65, has over 48 years of experience in the solid waste collection, transportation and disposal business working for both private and public companies. Throughout his executive career, Mr. Miller has been instrumental in successfully acquiring and integrating over 100 waste service companies. Since January 2020, Mr. Miller has been owner and sole member of Solid Waste Resources LLC, a waste consulting firm. From 2014 to January 2020, Mr. Miller was the owner and Chief Executive Officer of Gold Medal Environmental Services, Inc., a solid waste and recycling company based in New Jersey.


Jeffrey Rizzo, age 47, has over 25 years of experience in the solid waste collection, transportation and disposal business working for private companies. Throughout his career, Mr. Rizzo has been successful in acquiring and integrating multiple waste companies. Since 2017, Mr. Rizzo has been the owner and President of Titan, which specializes in the collection and transportation of non-hazardous waste and recycling materials.


Michael Jansen, age 66, has 30 years of experience in the solid waste collection, transportation, disposal and recycling business working for both public and private companies. Mr. Jansen spent over 14 years working for Waste Management, Inc. as the Regional VP of Finance for the Michigan marketplace. Throughout his career, Mr. Jansen has been involved in the acquisition of several waste companies. From 2016 to April 2023, Mr. Jansen was Director Finance Operations of GFL Environmental USA, Inc. (GFL:NYSE), a diversified waste management company with operation across North America, where he was involved with various financial matters, including overseeing financial performance and reporting. Mr. Jansen earned a Bachelor's Degree in Accounting from Wayne State University and is a Certified Public Accountant.


Except as provided in the Merger Agreement, there are no arrangements or understandings between Mr. Miller or Mr. Rizzo and any other person or persons pursuant to which Mr. Miller or Mr. Rizzo was selected as a director of the Company. There are no current or proposed transactions in which Mr. Miller or Mr. Rizzo, or any member of the immediate family of either of Mr. Miller or Mr. Rizzo, has an interest that is required to be disclosed under Item 404(a) of Regulation S-K promulgated by the Securities Exchange Commission.


In connection with the appointments of Messrs. Miller and Rizzo as executive officers of the Company, the Company entered into five-year employment agreements with Messrs Miller and Rizzo pursuant to which Mr. Miller will serve as the Company's Chief Executive Officer and Mr. Rizzo will serve as the Company's Chief Operating Officer. Pursuant to their employment agreements, Messrs Miller and Rizzo are entitled to base salaries of $295,000 and $275,000, respectively. If for any fiscal year of the Company during the term of such agreements, the Company's net revenues, exclusive of extraordinary one-time revenues, exceed the Base Amount (as defined below), then commencing on January 1 of the next succeeding fiscal year, the executive's base salary will be increased by 10% for every $50,000,000 of annual revenue the Company achieved in such fiscal year over the Base Amount. For purposes of the employment agreements, the "Base Amount" will initially be $100,000,000 and will be adjusted each January 1 during the term of the agreements to the amount, rounded down to the next increment of $50,000,000, by which the amount of the Company's net revenues, exclusive of extraordinary one-time revenues, for the prior fiscal year exceeded the Base Amount for such fiscal year. In addition to base salary, each executive will be eligible to participate in a yearly discretionary performance-based bonus plan, in accordance with the Company's bonus plan approved by its board of directors, with the bonus target in each calendar year equal to 45% of the executive's base salary. The bonuses will be based upon agreed-upon goals and milestones being met by the executive and the Company.


In addition, pursuant to the employment agreements, Mr. Miller will receive an initial award of 70,100 shares of Series C Preferred Stock and 7,948,753 shares of restricted common stock, and Mr. Rizzo will receive an initial award of 7,948,753 shares of restricted common stock, each in accordance with the Company's equity incentive plan. Such shares of common stock will vest annually in five equal installments over five years.


Under each of these employment agreements, the executive will be entitled to severance in the event the Company terminates his employment without Cause (as defined in the employment agreement), or he resigns from his employment for Good Reason (as defined in the employment agreement). The severance amount for each executive would be (i) his pro rata base salary through the date of termination, and (ii) a severance amount equal to 12 months' salary.


Each employment agreement also contains standard employee agreements containing customary confidentiality restrictions and work-product provisions, as well as customary non-competition covenants and non-solicitation covenants with respect to the Company's employees, consultants and customers.


The foregoing descriptions of the employment agreements do not purport to be complete and are qualified in their entirety by such employment agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, and incorporated herein by reference.