VISION HYDROGEN Corp appointed Andrew Hromyk as new CEO

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers


In connection with the Acquisition, we have had certain changes to our management and board of directors. Andrew Hromyk, 55, has been appointed as our Co-Chief Executive Officer and to our board of directors. Mr. Hromyk is a founding shareholder of VoltH2 and has been an active investor in and operator of numerous development companies during his 30-year career. Since 1995, Mr. Hromyk has been Principal of First Finance Limited and its sister company Century Capital Management Ltd., a private equity investment advisory group based in Vancouver, British Columbia.


Andre Jurres, 58, has been appointed as our Co-Chief Executive Officer and to our board of directors. Mr. Jurres is a founding shareholder of VoltH2, and brings over 20 years' experience across the energy and telecom sectors. Mr. Jurres has served as the Managing Director of VoltH2 since June 2020. Mr. Jurres has also served as the Managing Director of Volt Energy B.V. since 2017. Mr. Jurres was a co-founder of NPG Energy, an operator of green power projects in the Benelux region, and served as NPG Energy's Managing Director until 2017. Mr. Jurres was founder and Chief Executive Officer of Essent Belgium, a residential and commercial energy supplier in Belgium. Mr. Jurres has also held other senior positions with Dong Energy, TeliaSonera, Belgacom and KPN mobile. As part of the Acquisition, the Company acquired a services agreement with an entity controlled by Andres Jurres (the "VoltH2 Services Agreement") pursuant to which Mr. Jurres is paid €225,000 per year with a discretionary annual bonus of up to €112,500.


Arron Smyth, 42, has been appointed as our Executive Vice-President of Corporate Development. Mr. Smyth, also a shareholder of VoltH2, has over 17 years of business experience spanning financial services, investment banking, business leadership and operations in both developed and emerging markets. Since 2018 Mr. Smyth has been Managing Director Europe for the First Finance group of companies, developing and supporting the group's private equity investments and projects including Evolution Terminals, a Netherlands-based developer of tank terminal and port infrastructure for the bulk storage and handling of clean and sustainable energy products. From 2015 to 2018, Mr. Smyth was a corporate advisor at Brandon Hill Capital.


Andrew Hidalgo, our former Chief Executive Officer, has been appointed as our Senior Vice-President. Mr. Hidalgo also resigned as a director. Also on November 8, 2021, the Company entered into a services agreement (the "Turquino Services Agreement") with Turquino Equity LLC providing for payment of $25,000 per month for Mr. Hidalgo's continued service to the Company and for Matthew Hidalgo's continued services as Chief Financial Officer.


The foregoing summaries of the Purchase Agreement, Escrow Agreement, Pledge and Security Agreement, VoltH2 Services Agreement and Turquino Services Agreement are qualified in their entirety by the full text of such documents filed as exhibits to this report, and incorporated herein by reference.


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