SHRG Sharing Services Global Corporation (PK)

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

On January 17, 2021, the Company’s Board of Directors (the “Board”) appointed S. Mark Nicholls to serve as the Company’s Chief Financial Officer effective February 1, 2021. Prior to his appointment, Mr. Nicholls, age 54, served in several tax, accounting, and financial management positions for over four (4) years, including as Chief Financial Officer of Neora, LLC, a private, multinational distributor of skin care products and nutritional supplements that utilizes a multilevel marketing (MLM) model, and as Senior Tax Manager of Flour Corporation, a publicly traded, multinational firm that specializes in large engineering and construction projects. Mr. Nicholls’ experience also includes providing tax and accounting consulting services to several businesses, including U.S. Concrete, Inc., a publicly traded manufacturer of ready-mixed concrete and aggregate products. Prior to that, Mr. Nicholls held several financial management positions, including, for over three (3) years, as Chief Financial Officer of Mannatech Incorporated, a publicly traded, multinational distributor of skin care products and nutritional supplements that utilizes a multilevel marketing (MLM) model. Mr. Nicholls has over ten (10) years of public accounting experience, including with the international accounting firms PricewaterhouseCoopers and BDO Seidman. Mr. Nicholls is a Certified Public Accountant and earned a graduate degree in Taxation and an undergraduate degree in Finance, from the University of Texas at Arlington, Texas.

The Board has approved a compensation package for Mr. Nicholls consisting of an Annual Base Salary of $230,000, and a multi-year equity-based compensation award. The equity-based award consists of (a) a warrant to purchase up to 1,000,000 shares of the Company’s common stock (the “Initial Warrants”) and (b), at each of the first two anniversaries of the Effective Date (each, an “Issuance Anniversary Date”), a warrant to purchase up to 1,000,000 shares of the Company’s common stock (the “Subsequent Warrants”). The Initial Warrants vest 90 days after the Effective Date. Issuance of the Subsequent Warrants is contingent on continuation of employment and the Subsequent Warrants vest at each respective Issuance Anniversary Date. The Initial Warrants are exercisable at a price per share equal to the average daily price of the Company’s common stock during the ten (10) trading days immediately following the Effective Date. The Subsequent Warrants are exercisable at a price per share equal to the average daily price of the Company’s common stock during the ten (10) trading days immediately preceding each respective Issuance Anniversary Date.

With respect to the disclosure required by Item 401(d) of Regulation S-K, there are no family relationships between Mr. Nicholls and any director or executive officer of the Company. With respect to the disclosure required by Item 404(a) of Regulation S-K, there are no relationships or transactions between Mr. Nicholls and the Company that would be required to be reported.