ENVIRO TECHNOLOGIES U.S., INC. appointed Jimmy Galla as new CEO

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


At the Closing, the Board of Directors of Enviro fixed the number of directors of Enviro at four and appointed Jimmy R. Galla and Jimmy "JD" Reedy, two individuals designated by Banner Midstream, to serve on the Board of Directors. As such time as Enviro complies with Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder, Raynard Veldman and John A. DiBella, the Enviro directors prior to the Closing, shall resign. On the Closing Date, John A. DiBella, the sole officer of Enviro tendered his resignation as the sole officer of Enviro, and the Board of Directors of Enviro appointed Jimmy Galla as Enviro's Chief Executive Officer and Chief Financial Officer. Jim Galla currently serves as Chief Accounting Officer of Ecoark. Jay Puchir, the Chief Financial Officer of Ecoark, currently serves as Chief Executive Officer and President of Banner Midstream. JD Reedy currently serves as Chief Operating Officer of Banner Midstream. Mr. DiBella continues to serve as the sole officer of Florida Precision Aerospace, Inc., a wholly owned subsidiary of the Company and Banner Midstream and Mr. DiBella will use their best efforts to enter into a mutually agreed upon advisor agreement. Biographical information for the new officers, directors and key management appointed pursuant to the Exchange are as follows:


Name Age Position(s) 


Jimmy R. Galla 55 Chief Executive Officer, Chief Financial Officer and Director 

 Jimmy "JD" Reedy 53 Director and Chief Operating Officer of Banner Midstream 

 Jay Puchir 46 Chief Executive Officer and President of Banner Midstream 


Jimmy R. Galla has served as Ecoark's Chief Accounting Officer since October 22, 2020. He had previously served as the Ecoark's Director of Financial Reporting since July 20, 2020, and prior to that he served as an accounting consultant to Ecoark from January 2017 to March 2020. From October 2017 to July 2020, Mr. Galla served as VP, Financial Accounting Lead Analyst, Deputy Controller Department of Citibank, Inc.


Jimmy "JD" Reedy has served as Chief Operating Officer of Banner Midstream since April 2019. During the two years prior to that he was VP of Sales for its predecessor.


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Jay Puchir has served as the Chief Financial Officer of Ecoark since April 12, 2022 and Treasurer of Ecoark since October 22, 2020. Mr. Puchir has also served as the Chief Executive Officer and President of Banner Midstream since its formation in April 2018. He previously was Chief Financial Officer of Agora Digital Holdings, Inc., a subsidiary of Ecoark, from September 2021 to April 2022. Mr. Puchir served in various roles as an executive at Ecoark including Director of Finance from December 2016 to March 2017, Chief Executive Officer from March 2017 to October 2017, Chief Financial Officer from October 2017 to May 2018 and Chief Accounting Officer from March 2020 to October 2020. He served as Chief Executive Officer of Banner Energy Services Corp. from November 2019 to August 2020 and as Chairman from February 2020 to August 2020. Mr. Puchir is a licensed Certified Public Accountant in the State of South Carolina.


Mr. Puchir entered into a three-year employment agreement with Banner Midstream which expires in March 2023. He receives an annual base salary of $280,000 which was increased by the Board from the initial base salary of $180,000. Under his employment agreement, Mr. Puchir also received 50,000 stock options and is entitled to receive an annual bonus of up to 30% of his annual base salary based on based on performance criteria established by the board of Ecoark. Pursuant to Mr. Puchir's employment agreement, in the event of termination by Banner Midstream without "cause," or resignation for "good reason," Mr. Puchir is entitled to receive an amount of base salary for the longer of (i) the remainder of the applicable term, and (ii) three months, and a lump sum cash payment equal to six times the "applicable percentage" of his monthly COBRA premium cost. Generally, "good reason" is defined as (i) a material reduction of Mr. Puchir's annual base salary (which must be by at least 20% in order to constitute a material reduction), or (ii) a material breach of the terms of the employment agreement by Banner Midstream. The foregoing description of the employment agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.4 to this report.