UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by party other than the registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement	☐ Confidential, for use of the Commission only
	(as permitted by Rule 14a-6(e)(2)).
☒ Definitive Proxy Statement

☐ Definitive additional materials.

☐ Soliciting material under Rule 14a-12.

VERTEX ENERGY, INC.

(Name of Registrant as Specified in Charter)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

VERTEX ENERGY, INC.

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To be held on June 12, 2024

To our stockholders:

Notice is hereby given of the 2024 annual meeting of stockholders of Vertex Energy, Inc. (the “Company”) to be held on Wednesday, June 12, 2024 at 10 A.M. Houston time at the Company’s corporate offices: 1331 Gemini, Suite 250, Houston, Texas 77058 (the “Annual Meeting” or the “Meeting”), for the following purposes:

To elect five directors to the Board of Directors (the “Board”) each to serve a term of one year and until their respective successors have been elected and qualified, or until their earlier resignation or removal.

	2.	*To ratify the appointment of Ham, Langston & Brezina, L.L.P., as the Company’s independent auditors for the fiscal year ending December 31, 2024.*

	3.	*To consider a shareholder proposal to require election of directors by a majority of votes cast at an annual meeting.*

	4.	*To conduct any other business properly brought before the meeting or any adjournments, continuations, or postponements thereof.*

Any action may be taken on any one of the foregoing proposals at the Meeting on the date specified above or on any date or dates to which the Meeting may be adjourned. Common stockholders of record on the close of business on April 22, 2024 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof.

The Company is pleased to continue utilizing the Securities and Exchange Commission rules that allow issuers to furnish proxy materials to their stockholders on the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials, or E-proxy notice, on or about April 29, 2024 to our stockholders of record as of the close of business on April 22, 2024. The E-proxy notice contains instructions for your use of this process, including how to access our proxy statement and annual report and how to authorize your proxy to vote online. In addition, the E-proxy notice contains instructions on how you may receive a paper copy of the proxy statement and annual report or elect to receive your proxy statement and annual report over the Internet. The Company believes these rules allow it to provide you with the information you need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting.

The enclosed proxy statement is also available at https://www.iproxydirect.com/VTNR. This website also includes copies of the form of proxy and the Company’s Annual Report to stockholders for the year ended December 31, 2023 (the “2023 Annual Report”). Stockholders may also request a copy of the proxy statement and the Company’s 2023 Annual Report by contacting our main office at (866) 660-8156.

As a stockholder of record, you are cordially invited to attend the meeting in person. Stockholders who do not expect to attend the Annual Meeting are encouraged to vote via the Internet, by phone or by returning a signed proxy card.

Even if you plan to attend the Annual Meeting in person, we request that you submit a proxy by following the instructions on your proxy card as soon as possible and thus ensure that your shares will be represented at the Annual Meeting if you are unable to attend.

By Order of the Board of Directors,

/s/ Benjamin P. Cowart

Benjamin P. Cowart

Chairman

Houston, Texas

April 29, 2024

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on Wednesday, June 12, 2024.

Our proxy statement and annual report on Form 10-K for the year ended December 31, 2023, are available at the following cookies-free website that can be accessed anonymously: https://www.iproxydirect.com/VTNR.

TABLE OF CONTENTS

GENERAL INFORMATION	1
Information Contained in This Proxy Statement	1
Important Notice Regarding the Availability of Proxy Materials	1
Record Date and Shares Entitled to Vote	1
Voting Process	2
Providing and Revoking Proxies	2
Attendance at the Annual Meeting	2
Conduct at the Meeting	3
Voting Requirements for Each of the Proposals	3
Quorum	3
Board of Directors Voting Recommendations	3
Mailing Costs and Solicitation of Proxies	4
Inspector of Voting	4
Stockholders Entitled to Vote at the Meeting	4
Voting Instructions	4
Confidential Voting	4
Stockholder of Record and Shares Held in Brokerage Accounts	4
Multiple Stockholders Sharing the Same Address	5
Voting Results	5
Company Mailing Address	5
DEFINITIONS	5
FORWARD-LOOKING STATEMENTS AND WEBSITE LINKS	5
INCORPORATION BY REFERENCE	6
VOTING RIGHTS AND PRINCIPAL STOCKHOLDERS	6
Security Ownership of Management and Certain Beneficial Owners and Management	6
Change of Control	8
CORPORATE GOVERNANCE	8
Board Leadership Structure	8
Risk Oversight	9
Family Relationships	10
Arrangements between Officers and Directors	10
Other Directorships	10
Involvement in Certain Legal Proceedings	10
Board of Directors Meetings	11
Executive Sessions of the Board of Directors	11
Stockholder Communications with the Board	11
Director Independence	11
Board Diversity Matrix	12
Code of Conduct	12
Whistleblower Protection Policy	13
Policy on Equity Ownership	13
Pledging of Shares	13
Insider Trading/Anti-Hedging Policies	14
Compensation Risk Assessment	14
Compensation Recovery and Clawback Policies	14
COMMITTEES OF THE BOARD	15
Board Committee Membership	15
Website Availability of Documents	15

Audit Committee	15
Compensation Committee	16
Compensation Committee Interlocks and Insider Participation	16
Nominating, Corporate Governance and Environmental, Social, and Governance Committee	17
Risk Committee	19
Executive Committee	19
Independent Lead Director	19
INFORMATION ABOUT OUR EXECUTIVE OFFICERS	20
AUDIT COMMITTEE REPORT	22
EXECUTIVE AND DIRECTOR COMPENSATION	23
Compensation Discussion and Analysis	23
Objectives and Philosophy of Our Executive Compensation Program	23
Components of our Executive Compensation Program	23
Summary of Perquisites and Associated Other Compensation Arrangements for Named Executive Officers	26
Chief Executive Officer Compensation	26
Say-on-pay Voting Outcome	27
Benchmarking	27
Role of Chief Executive Officer and Other Officers	27
Role of Independent Consultant	27
Employment Agreements	28
COMPENSATION COMMITTEE REPORT	29
EXECUTIVE COMPENSATION	30
Summary Executive Compensation Table	30
Prior Executive Employment Agreements	32
New Executive Employment Agreements	33
2023 Grants of Plan-Based Awards	38
Outstanding Equity Awards at Fiscal Year-End	39
Option Exercises and Stock Vested During Fiscal 2023	40
Stock Awards	40
Fiscal Year 2023 Pension Benefits	40
Fiscal Year 2023 Nonqualified Deferred Compensation	40
Potential Payments Upon Termination or Change-in-Control	40
Potential Payments upon Termination or Change in Control Table	42
CEO Pay Ratio	46
Pay Versus Performance	47
Tabular List of Most Important Financial Performance Measures	51
DIRECTORS COMPENSATION	52
Summary Director Compensation Table	52
Description of Director Compensation	53
Employment Agreement of James P. Gregory, Former Director, General Counsel and Secretary	53
EQUITY COMPENSATION PLAN INFORMATION	54
Description of Equity Plans	54
Equity Compensation Plan Table	56
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	56
Review and Approval of Related Party Transactions	57
Related Party Transactions	58
Indemnification Agreements	58
DELINQUENT SECTION 16(A) REPORTS	58
PROPOSAL 1 ELECTION OF DIRECTORS	58

General	58
Vote Required	61
PROPOSAL 2 RATIFICATION OF APPOINTMENT OF AUDITORS	62
General	62
Audit Fees	62
Vote Required	62
PROPOSAL 3 SHAREHOLDER PROPOSAL – DIRECTORS TO BE ELECTED BY MAJORITY VOTE	63
General	63
Shareholder Proposal	63
The Board’s Statement of Opposition	64
Vote Required	66
STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING	66
Proxy Statement Proposals	66
Other Proposals and Nominations	67
ANNUAL REPORT	67
ADDITIONAL FILINGS	67
STOCKHOLDER ADVISORY VOTES	68
IMPORTANT NOTICE REGARDING DELIVERY OF STOCKHOLDER DOCUMENTS	68
DOCUMENTS INCORPORATED BY REFERENCE	68
OTHER MATTERS	68
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON	68
COMPANY CONTACT INFORMATION	69

VERTEX ENERGY, INC.

PROXY STATEMENT

FOR 2024 ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

Vertex Energy, Inc. (“Vertex,” “we,” “us”, “our” or the “Company”) has made these materials available to you on the Internet or, upon your request, has delivered printed versions of these materials to you by mail, in connection with the Company’s solicitation of proxies for use at our 2024 annual meeting of stockholders (the “Annual Meeting” or the “Meeting”) to be held on Wednesday, June 12, 2024 at 10 A.M. Houston time at the Company’s corporate offices: 1331 Gemini, Suite 250, Houston, Texas 77058, and at any postponement(s) or adjournment(s) thereof. These materials were first sent or given to stockholders on April 22, 2024. You are invited to attend the Annual Meeting and are requested to vote on the proposals described in this Proxy Statement.

Information Contained in This Proxy Statement

The information in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of our directors and executive officers, corporate governance, and certain other required information. Included with this proxy statement is a copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on March 7, 2024 (the “Annual Report”). If you requested printed versions of these materials by mail, these materials also include the proxy card or vote instruction form for the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials

Pursuant to rules adopted by the Securities and Exchange Commission, the Company uses the Internet as the primary means of furnishing proxy materials to stockholders. Accordingly, the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to the Company’s stockholders. All stockholders will have the ability to access the proxy materials (including the Company’s Annual Report) via the Internet at https://www.iproxydirect.com/VTNR or request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. The Notice contains a control number that you will need to vote your shares. Please keep the Notice for your reference through the meeting date. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meetings.

Record Date and Shares Entitled to Vote

You are entitled to notice of and to vote at the Annual Meeting if you were a stockholder of record as of the close of business on April 22, 2024 (the “Record Date”).

At the close of business on the Record Date, there were 93,514,346 shares of our common stock outstanding, which each vote one vote on all stockholder matters to come before the Meeting. As such, a total of 93,514,346 voting shares are eligible to be voted at the Annual Meeting. Other than our common stock, we have no other voting securities currently outstanding.

Voting Process

If you are a stockholder of record, there are five ways to vote:

●

In person. You may vote in person at the Annual Meeting. We will give you a ballot when you arrive.

●

Via the Internet. You may vote by proxy via the Internet by following the instructions provided in the Notice.

●

By Telephone. If you request printed copies of the proxy materials by mail, you may vote by proxy by calling the toll-free number found on the proxy card.

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By Fax. If you request printed copies of the proxy materials by mail, you may vote by proxy by faxing your proxy to the number found on the proxy card.

●

By Mail. If you request printed copies of the proxy materials by mail, you may vote by proxy by filling out the proxy card and returning it in the envelope provided.

If you hold shares through an account with a bank or broker, the voting of the shares by the bank or broker when you do not provide voting instructions is governed by the rules of the New York Stock Exchange (the “NYSE”). NYSE rules allow brokers, banks and other nominees to vote shares on certain “routine” matters for which their customers do not provide voting instructions. Only Proposal 2 is a “routine” proposal. Therefore, if you do not instruct your broker, bank and other nominee how to vote, your broker, bank and other nominee will have discretionary authority to vote your shares on Proposal 2. A broker non-vote occurs when your bank or broker submits a proxy but does not vote on non-routine proposals, absent specific instructions from you. See also “Voting Requirements for Each of the Proposals”, below.

Providing and Revoking Proxies

Any stockholder giving a proxy may revoke it at any time provided written notice of the revocation is received by our Corporate Secretary before the proxy is voted; otherwise, if received prior to or at the Annual Meeting, properly executed proxies will be voted at the Annual Meeting in accordance with the instructions specified on the proxy or, if no such instructions are given, in accordance with the recommendations of the Board described herein. Stockholders attending the Annual Meeting may revoke their proxies and vote in person.

Attendance at the Annual Meeting

Attendance at the Annual Meeting is limited to holders of record of our common stock, or their authorized representatives, at the close of business on the Record Date, and the Company’s guests. Admission will be on a first-come, first-served basis. You will be asked to present valid government-issued picture identification, such as a driver’s license or passport, in order to be admitted into the Annual Meeting. If your shares are held in the name of a bank, broker or other nominee and you or your authorized representative plan to attend the Annual Meeting, you or your authorized representative must present proof of your ownership of our common stock, such as a bank or brokerage account statement indicating that you owned shares of our common stock at the close of business on the Record Date, in order to be admitted. For safety and security reasons, no cameras, recording equipment or other electronic devices will be permitted in the Annual Meeting. A written agenda and rules of procedure for the Annual Meeting will be distributed to those persons in attendance at the Annual Meeting.

Conduct at the Meeting

The Chairperson of the Meeting has broad responsibility and legal authority to conduct the Annual Meeting in an orderly and timely manner. This authority includes establishing rules for stockholders who wish to address the meeting. Only stockholders or their valid proxy holders may address the meeting. Copies of these rules will be available at the meeting. The Chairperson of the Meeting may also exercise broad discretion in recognizing stockholders who wish to speak and in determining the extent of discussion on each item of business. In light of the number of business items on this year’s agenda and the need to conclude the meeting within a reasonable period of time, we cannot ensure that every stockholder who wishes to speak on an item of business will be able to do so.

Voting Requirements for Each of the Proposals

	Proposal	Vote Required	Broker Discretionary Voting Allowed*
1	Election of directors	Plurality of Votes Cast	No
2	Ratification of the appointment of Ham, Langston & Brezina, L.L.P., as the Company’s independent auditors for the fiscal year ending December 31, 2024	Majority of the votes cast on the proposal	Yes
3	Consideration of a shareholder proposal regarding majority voting in director elections, if properly presented at the annual meeting	Majority of the votes cast on the proposal	No

For Proposal 1, the five nominees receiving the highest number of affirmative votes of the shares entitled to be voted for them will be elected as directors to serve for a term of one year and until their successors are duly elected and qualified, unless the elected director is removed or resigns earlier. This means that the director nominees with the most “for” votes will be elected. Thus, shares as to which a stockholder “withholds” voting authority and broker non-votes will not be counted towards any director nominee’s achievement of a plurality and will not affect the outcome of the election of directors. Stockholders may not cumulate their votes in favor of any one nominee.

Approval of Proposals 2 and 3 requires the affirmative vote of a majority of the votes cast on such proposals, provided that a quorum exists at the annual meeting, and provided further that proposal 3 is non-binding. Votes cast “against” Proposals 2 and 3 will count against the approval of the proposals. Abstentions and broker non-votes will not be counted as votes cast, and therefore will have no effect on the outcome of these matters.

Quorum

The presence at the Annual Meeting of the holders of 33 1/3% of the outstanding shares of voting stock entitled to vote at the Annual Meeting is necessary to constitute a quorum. You will be deemed to be present if you attend the meeting or if you submit a proxy (including through the mail, by fax or by telephone or the Internet) that is received at or prior to the meeting (and not revoked).

Board of Directors Voting Recommendations

Our Board of Directors (the “Board”) recommends that you vote your shares:

●	“FOR” each of the nominees to the Board of Directors (Proposal 1).
●	“FOR” the ratification of the appointment of Ham, Langston & Brezina, L.L.P., as the Company’s independent auditors for the fiscal year ending December 31, 2024 (Proposal 2).
●	“AGAINST” a shareholder proposal regarding majority voting in director elections, if properly presented at the annual meeting (Proposal 3).

Mailing Costs and Solicitation of Proxies

In addition to solicitation by use of the mails, certain of our officers and employees may solicit the return of proxies personally or by telephone, electronic mail or facsimile, none of whom will receive any additional compensation for their services. Issuer Direct may solicit proxies at a cost we anticipate will not exceed $10,000. These solicitations may be made personally or by mail, facsimile, telephone, messenger, email, or the Internet. The cost of any solicitation of proxies will be borne by us. Arrangements may also be made with brokerage firms and other custodians, nominees and fiduciaries for the forwarding of material to, and solicitation of proxies from, the beneficial owners of our securities held of record at the close of business on the Record Date by such persons. We will reimburse such brokerage firms, custodians, nominees and fiduciaries for the reasonable out-of-pocket expenses incurred by them in connection with any such activities.

Inspector of Voting

It is anticipated that representatives of Issuer Direct Corporation will tabulate the votes and act as inspector of election at the Annual Meeting.

Stockholders Entitled to Vote at the Meeting

A complete list of stockholders entitled to vote at the Annual Meeting will be available to view during the Annual Meeting. You may also access this list at our principal executive offices, for any purpose germane to the Annual Meeting, during ordinary business hours, for a period of ten days prior to the Annual Meeting.

Voting Instructions

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials (Notice) you received in the mail, or, if you requested to receive printed proxy materials, your enclosed proxy card.

Confidential Voting

Independent inspectors count the votes. Your individual vote is kept confidential from us unless special circumstances exist. For example, a copy of your proxy card will be sent to us if you write comments on the card, as necessary to meet applicable legal requirements, or to assert or defend claims for or against the Company.

Stockholder of Record and Shares Held in Brokerage Accounts

If on the Record Date your shares were registered in your name with the Company’s transfer agent, then you are a stockholder of record and you may vote in person at the meeting, by proxy or by any other means supported by the Company. If on the Record Date your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials (or the Notice) are required to be forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker or other agent.

Multiple Stockholders Sharing the Same Address

In some cases, one copy of this proxy statement and the accompanying notice of Annual Meeting of stockholders and 2023 Annual Report is being delivered to multiple stockholders sharing an address, at the request of such stockholders. We will deliver promptly, upon written or oral request, a separate copy of this proxy statement or the accompanying notice of Annual Meeting of stockholders or 2023 Annual Report to such a stockholder at a shared address to which a single copy of the document was delivered. Stockholders sharing an address may also submit requests for delivery of a single copy of this proxy statement or the accompanying notice of Annual Meeting of stockholders or 2023 Annual Report, but in such event will still receive separate forms of proxy for each account. To request separate or single delivery of these materials now or in the future, a stockholder may submit a written request to our Corporate Secretary, James Gregory, at our principal executive offices at 1331 Gemini Street, Suite 250, Houston, Texas 77058, or a stockholder may make a request by calling our Corporate Secretary, James Gregory at (866) 660-8156.

If you receive more than one Notice of Internet Availability of Proxy Materials, it means that your shares are registered differently and are held in more than one account. To ensure that all shares are voted, please either vote each account as discussed above under “Voting Process” on page 2, or sign and return by mail all proxy cards or voting instruction forms.

Voting Results

The preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by the inspector of voting and published in the Company’s Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following the Annual Meeting.

Company Mailing Address

The mailing address of our principal executive offices is 1331 Gemini Street, Suite 250, Houston, Texas 77058.

DEFINITIONS

Unless the context requires otherwise, references in this proxy statement to the “Company,” “we,” “us,” “our,” “Vertex Energy”, and “Vertex Energy, Inc.” refer specifically to Vertex Energy, Inc. and its consolidated subsidiaries.

In addition, unless the context otherwise requires and for the purposes of this Proxy Statement only:

●

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

●

“SEC” or the “Commission” refers to the United States Securities and Exchange Commission; and

●

“Securities Act” refers to the Securities Act of 1933, as amended.

FORWARD-LOOKING STATEMENTS AND WEBSITE LINKS

This Proxy Statement includes forward-looking statements about future events and circumstances. Generally speaking, any statement not based upon historical fact is a forward-looking statement. Forward-looking statements can also be identified by the use of words such as “could,” “should,” “continue,” “estimate,” “forecast,” “intend,” “look,” “may,” “will,” “expect,” “believe,” “anticipate,” “plan,” “remain” and “confident” or similar expressions. In particular, statements regarding our plans, strategies, prospects and expectations regarding our business and industry are forward-looking statements. They reflect our expectations, are not guarantees of performance and speak only as of the date of this Proxy Statement. Except as required by law, we do not undertake to update such forward-looking statements. Our business results are subject to a variety of risks, including those considerations or risks that are reflected as “Risk Factors”, “Cautionary Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. These forward-looking statements are based on our current estimates and assumptions and, as such, involve uncertainty and risk. Actual results could differ materially from projected results.

We do not assume any obligation to update information contained in this document, except as required by federal securities laws. Although this Proxy Statement may remain available on our website or elsewhere, its continued availability does not indicate that we are reaffirming or confirming any of the information contained herein. Neither our website nor its contents are a part of this Proxy Statement.

Website links included in this Proxy Statement are for convenience only. The content in any website links included in this Proxy Statement is not incorporated herein and does not constitute a part of this Proxy Statement.

INCORPORATION BY REFERENCE

To the extent that this proxy statement has been or will be specifically incorporated by reference into any other filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the sections of this proxy statement titled “Audit Committee Report”, “Compensation Committee Report”, “Pay Versus Performance”, “Relationship Between “Compensation Actually Paid” and Performance” and “Tabular List of Most Important Financial Performance Measures” (each to the extent permitted by the rules of the Commission), shall not be deemed to be so incorporated, unless specifically provided otherwise in such filing.

VOTING RIGHTS AND PRINCIPAL STOCKHOLDERS

Holders of record of our common stock at the close of business on the Record Date will be entitled to one vote per share on all matters properly presented at the Annual Meeting. At the close of business on the Record Date, there were 93,514,346 shares of our common stock outstanding which each vote one vote on all stockholder matters to come before the Meeting. As such, a total of 93,514,346 voting shares are eligible to be voted at the Annual Meeting. Other than our common stock, we have no other voting securities currently outstanding.

Our stockholders do not have dissenters’ rights or similar rights of appraisal with respect to the proposals described herein and, moreover, do not have cumulative voting rights with respect to the election of directors.

Security Ownership of Management and Certain Beneficial Owners and Management

The following table sets forth certain information regarding the beneficial ownership of our common stock by (i) each person who is known by the Company to own beneficially more than five percent (5%) of our outstanding voting stock; (ii) each of our directors; (iii) each of our Named Executive Officers (as such term is defined under “Executive Compensation” - “Summary Executive Compensation Table”); and (iv) all of our current executive officers, significant employees and directors as a group, as of the Record Date.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and/or investing power with respect to securities. These rules generally provide that shares of common stock subject to options, warrants or other convertible securities that are currently exercisable or convertible, or exercisable or convertible within 60 days of the Record Date, are deemed to be outstanding and to be beneficially owned by the person or group holding such options, warrants or other convertible securities for the purpose of computing the percentage ownership of such person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.

Beneficial ownership as set forth below is based on our review of our record stockholders list and public ownership reports filed by certain stockholders of the Company, and may not include certain securities held in brokerage accounts or beneficially owned by the stockholders described below.

We believe that, except as otherwise noted and subject to applicable community property laws, each person named in the following table has sole investment and voting power with respect to the shares of common stock shown as beneficially owned by such person. Unless otherwise indicated, the address for each of the officers or directors listed in the table below is 1331 Gemini Street, Suite 250, Houston, Texas 77058.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
*Named Executive Officers, Executive Officers and Directors*
Common Stock	Benjamin P. Cowart	6,743,389	⁽¹⁾	7.7	%
Common Stock	Chris Carlson	1,683,748	⁽²⁾	1.8	%
Common Stock	James Rhame	22,642	⁽³⁾	*	%
Common Stock	Alvaro Ruiz	118,575	⁽⁴⁾	*	%
Common Stock	Douglas S. Haugh	39,000	⁽⁵⁾	*	%
Common Stock	Dan Borgen	463,181	⁽⁶⁾	*	%
Common Stock	Odeh Khoury	17,784		*	%
Common Stock	Timothy C. Harvey	100,824	⁽⁷⁾	*	%
Common Stock	Karen Maston	22,121		*	%
Common Stock	All Executive Officers and Directors as a Group (9 persons)	9,211,274		9.9	%

*5% Stockholders (8)*
	*Common Stock*
Common Stock	The Vanguard Group ⁽⁹⁾	5,212,606		5.5	%
Common Stock	BlackRock, Inc. ⁽¹⁰⁾	5,316,499		5.6	%

* Indicates beneficial ownership of less than 1% of the total outstanding common stock.

(1) Includes 100,765 shares held in the name of VTX, Inc. (“VTX”) and 7,500 shares of common stock held in the name of Vertex Holdings, L.P. (“Holdings”) which Mr. Cowart has control over and which shares Mr. Cowart is deemed to beneficially own, 5,430,870 shares of common stock held through Mr. Cowart’s family partnership (B&S Cowart II Family LP), which shares he is deemed to beneficially own, 428,854 shares of common stock which Mr. Cowart holds personally, 174,085 shares held by Mr. Cowart’s wife and 70,214 shares held by a trust beneficially owned by Mr. Cowart’s wife, which shares Mr. Cowart is deemed to beneficially own. Also includes options to purchase 531,101 shares of common stock which options are exercisable within 60 days of the Record Date.

(2) Includes options to purchase 657,672 shares of our common stock which options have vested and are exercisable within 60 days of the Record Date.

(3) Includes options to purchase 7,994 shares of common stock which options have vested and are exercisable within 60 days of the Record Date.

(4) Includes options to purchase 31,075 shares of common stock which options have vested and are exercisable within 60 days of the Record Date. Includes 12,500 shares of common stock held by Mr. Ruiz’s minor sons (two), which shares are deemed to be beneficially owned by Mr. Ruiz.

(5) Includes options to purchase 37,500 shares of common stock which options have vested and are exercisable within 60 days of the Record Date.

(6) Includes options to purchase 225,000 shares of our common stock which options have vested and are exercisable within 60 days of the Record Date. Also includes 193,419 shares of common stock held by KKB Holdings LLC, a limited liability company which is owned by a Family Trust, which entity is owned by family members of Dan Borgen, who serves as a member of and as President of such entity, which securities Mr. Borgen is deemed to beneficially own.

(7) Includes 4,000 shares of common stock held in the name of the Caylyn Harvey Trust and 1,800 shares of common stock held in the name of the Lexie Harvey Irrevocable Trust, which shares Mr. Harvey is deemed to beneficially own. Includes options to purchase 25,834 shares of our common stock which options have vested and are exercisable within 60 days of the Record Date.

(8) To our knowledge, except as noted in the table above, no person or entity is the beneficial owner of more than 5% of the voting power of the Company’s common stock.

(9) Address: 100 Vanguard Blvd., Malvern, PA 19355. The information included in this footnote is based on information reported on Schedule 13G filed by The Vanguard Group with the SEC on February 13, 2024, which we do not know or have reason to believe is not complete or accurate and on which we are relying pursuant to applicable SEC regulations.

(10) Address: 50 Hudson Yards, New York, NY 10001. The information included in this footnote is based on information reported on Schedule 13G filed by BlackRock, Inc. with the SEC on January 29, 2024, which we do not know or have reason to believe is not complete or accurate and on which we are relying pursuant to applicable SEC regulations.

Change of Control

The Company is not aware of any arrangements which may at a subsequent date result in a change of control of the Company.

CORPORATE GOVERNANCE

The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the SEC and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations.

Board Leadership Structure

Our Board of Directors has the responsibility for selecting the appropriate leadership structure for the Company. In making leadership structure determinations, the Board of Directors considers many factors, including the specific needs of the business and what is in the best interests of the Company’s stockholders. Our current leadership structure is comprised of a combined Chairman of the Board and Chief Executive Officer (“CEO”), Mr. Cowart. The Board of Directors believes that this leadership structure is the most effective and efficient for the Company at this time. Mr. Cowart possesses detailed and in-depth knowledge of the issues, opportunities, and challenges facing the Company, and is thus best positioned to develop agendas that ensure that the Board of Directors’ time and attention are focused on the most critical matters. Combining the Chairman of the Board and CEO roles promotes decisive leadership, fosters clear accountability and enhances the Company’s ability to communicate its message and strategy clearly and consistently to our stockholders, particularly during periods of turbulent economic and industry conditions.

The Board believes that this leadership structure, including our strong independent Lead Director, best serves the Company and its stockholders at this time by leveraging executive leadership experience while providing effective independent oversight. Independent leadership remains an important pillar of the Board leadership structure and, as such, the Company continues to have an independent Lead Director with robust, well-defined responsibilities as set forth below under “Independent Lead Director.”

The Board evaluates its structure periodically, as well as when warranted by specific circumstances in order to assess which structure is in the best interests of the Company and its stockholders based on the evolving needs of the Company. This approach provides the Board appropriate flexibility to determine the leadership structure best suited to support the dynamic demands of our business.

Further, the Board believes that there continues to be substantial independent oversight of the Company’s management and a strong counterbalancing governance structure in place, as demonstrated by the following:

●

We have an independent Lead Director. As discussed above, and below under “Committees of the Board” - “Independent Lead Director”, the Chairperson of our Executive Committee serves as our Lead Director.

●

We have a substantial majority of independent directors. Four of our current five directors meet the criteria for independence required by Nasdaq and the SEC; only Mr. Cowart (our CEO) is deemed not independent.

●

All of our committees are comprised solely of independent directors. Our Audit Committee, Compensation Committee, Nominating, Corporate Governance and Environmental, Social, and Governance Committee (formerly the Nominating and Corporate Governance Committee), Risk Committee and Executive Committee are each comprised solely of independent directors.

●

Non-employee directors meet regularly. Our non-employee directors typically meet in executive session without our employee director (Mr. Cowart) from time to time.

●

We have annual director elections. Our shareholders provide balance to the corporate governance process in that each year each director is elected pursuant to the plurality voting provisions in our Bylaws. Our shareholders may also communicate directly with the presiding director or any other director, as described under “Stockholder Communications with the Board” below.

Risk Oversight

Effective risk oversight is an important priority of the Board of Directors. Because risks are considered in virtually every business decision, the Board of Directors discusses risks throughout the year generally or in connection with specific proposed actions. The Board of Directors’ approach to risk oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the Company’s risk management processes, allocating responsibilities for risk oversight among the full Board of Directors, and fostering an appropriate culture of integrity and compliance with legal responsibilities.

The Board of Directors exercises direct oversight of strategic risks to the Company. The Audit Committee reviews and assesses the Company’s processes to manage business and financial risk and financial reporting risk. It also reviews the Company’s policies for risk assessment and assesses steps management has taken to control significant risks. The Audit Committee is also charged with the review and pre-approval of any and all related party transactions. The Compensation Committee oversees risks relating to compensation programs and policies. In each case management periodically reports to our Board or relevant committee, which provides guidance on risk assessment and mitigation. The Nominating, Corporate Governance and Environmental, Social, and Governance Committee recommends the slate of director nominees for election to the Company’s Board of Directors, identifies and recommends candidates to fill vacancies occurring between annual stockholder meetings, reviews, evaluates and recommends changes to the Company’s Corporate Governance Guidelines, and establishes the process for conducting the review of the Chief Executive Officer’s performance. The Risk Committee assists the Board in connection with the oversight of the Company’s management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks in connection with, among other things, sales, market dynamics, and hedging strategies. The Company also has a standing Executive Committee (the Company’s committees are described in greater detail below under “Committees of the Board” on page 15).

While the Board and its committees oversee the Company’s strategy, management is charged with its day-to-day execution. To monitor performance against the Company’s strategy, the Board receives regular updates and actively engages in dialogue with management.

Family Relationships

None of our directors are related by blood, marriage, or adoption to any other director, executive officer, or other key employees.

Arrangements between Officers and Directors

To our knowledge, there is no arrangement or understanding between any of our officers and any other person, including directors, pursuant to which the officer was selected to serve as an officer.

Other Directorships

No directors of the Company are also directors of issuers with a class of securities registered under Section 12 of the Exchange Act (or which otherwise are required to file periodic reports under the Exchange Act), except as described below in the work histories of the directors under “Proposal 1 - Election of Directors”, beginning on page 58.

Involvement in Certain Legal Proceedings

None of our executive officers or directors has been involved in any of the following events during the past ten years:

(1)

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(2)

any conviction in a criminal proceeding or being a named subject to a pending criminal proceeding (excluding traffic violations and minor offenses);

(3)

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

(4)

being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law;

(5)

being the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities or commodities law or regulation; (ii) any law or regulation respecting financial institutions or insurance companies, including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(6)

being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section (1)(a)(40) of the Commodity Exchange Act), or any equivalent exchange, association, entity, or organization that has disciplinary authority over its members or persons associated with a member.

Board of Directors Meetings

The Company held six official meetings of the Board of Directors of the Company during the last fiscal year ending December 31, 2023, and took various other actions via unanimous written consents in lieu of formal meetings of the Board of Directors. Each director attended at least 75% of the total number of meetings of the Board and Board committees on which the director served. The Company has not adopted a policy requiring its directors to attend its annual meeting of stockholders. None of our directors attended last year’s annual meeting other than Mr. Cowart, our Chief Executive Officer, President and Chairman.

Executive Sessions of the Board of Directors

The independent members of the Board of Directors of the Company meet in executive session (with no management directors or management present) from time to time, but at least once annually. The executive sessions include whatever topics the independent directors deem appropriate.

Stockholder Communications with the Board

Our stockholders and other interested parties may communicate with members of the Board by submitting such communications in writing to our Corporate Secretary, 1331 Gemini Street, Suite 250, Houston, Texas 77058, who, upon receipt of any communication other than one that is clearly marked “Confidential,” will note the date the communication was received, open the communication, make a copy of it for our files and promptly forward the communication to the director(s) to whom it is addressed. Upon receipt of any communication that is clearly marked “Confidential,” our Corporate Secretary will not open the communication, but will note the date the communication was received and promptly forward the communication to the director(s) to whom it is addressed. If the correspondence is not addressed to any particular Board member or members, the communication will be forwarded to a Board member to bring to the attention of the Board.

Director Independence

The Board of Directors annually determines the independence of each director and nominee for election as a director, as defined in the listing standards of Nasdaq and applicable laws. The Board makes these determinations in accordance with Nasdaq’s listing standards for the independence of directors and the SEC’s rules.

In assessing director independence, the Board considers, among other matters, the nature and extent of any business relationships, including transactions conducted, between the Company and each director and between the Company and any organization for which one of our directors is a director or executive officer or with which one of our directors is otherwise affiliated.

The Board has affirmatively determined that each of Mr. Borgen, Ms. Maston, Mr. Harvey, and Mr. Khoury is an independent director as defined under the Nasdaq rules governing members of boards of directors and as defined under Rule 10A-3 of the Exchange Act, and has no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Due to the fact that Mr. Cowart serves as our Chief Executive Officer and President, Mr. Cowart is not independent. A majority of the Board is comprised of independent directors.

Furthermore, the Board has determined that each of the members of our Audit Committee, Compensation Committee, Nominating, Corporate Governance and Environmental, Social, and Governance Committee, Risk, Safety and Regulatory Committee, and Executive Committee, is independent within the meaning of Nasdaq director independence standards applicable to members of such committees, as currently in effect.

The Compensation Committee members also qualify as “non-employee directors” within the meaning of Section 16 of the Exchange Act.

Board Diversity Matrix

Beginning in 2021, we surveyed the Board and asked each director to self-identify their race/ethnicity, gender identity, disability, military experience, and LGBTQ+ identity. The results for 2023 are presented below in the table below, which provides certain highlights of the composition of our board members and nominees. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).

Board Diversity Matrix (As of April 22, 2024)
Total Number of Directors	5
	Female	Male	Non- Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	1	4	—	—
Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	1	4	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	—

* The Company’s 2023 Board Diversity Matrix was publicly disclosed in the Company’s proxy statement for its 2023 annual Meeting of Stockholders.

Under the phase-in transition rules, the Company is required to have, or provide an explanation why it does not have, (x) at least one diverse director by December 31, 2023, and (y) at least two diverse directors by December 31, 2026, in the event that the Company’s Board has more than five members or one diverse director in the event the Company’s Board has five or less members. Pursuant to applicable Nasdaq rules, because our Board currently consists of only five members and because, as shown in the table above, as of April 22, 2024, we had one director who self-identifies as female, we currently meet Nasdaq’s diversity objective of having one diverse director and are not currently required to meet the two diverse director requirement on December 31, 2026. If however, we increase our Board to six or more directors, we would be required to meet such requirement.

Code of Conduct

Pursuant to Nasdaq and SEC rules, we have adopted a Code of Ethical Business Conduct (“Code of Conduct”) that applies to all of our directors, officers and employees.

You can access our Code of Conduct on our website at www.vertexenergy.com (“Investor Relations” - “Corporate Governance”), and any stockholder who so requests may obtain a free copy of our Code of Conduct by submitting a written request to our Corporate Secretary. Additionally, the Code of Conduct was filed as an exhibit to the Company’s Form 8-K/A dated February 13, 2013, filed with the SEC on February 13, 2013 as Exhibit 14.1.

We intend to disclose any amendments to our Code of Conduct and any waivers with respect to our Code of Conduct granted to our principal executive officer, our principal financial officer, or any of our other employees performing similar functions on our website at www.vertexenergy.com within four business days after the amendment or waiver. In such case, the disclosure regarding the amendment or waiver will remain available on our website for at least 12 months after the initial disclosure. There have been no waivers granted with respect to our Code of Conduct to any such officers or employees.

Whistleblower Protection Policy

The Company adopted a Whistleblower Protection Policy (“Whistleblower Policy”) that applies to all of its directors, officers, employees, consultants, contractors and agents of the Company. You can access our Whistleblower Policy on our website at www.vertexenergy.com (“Investor Relations” - “Corporate Governance”), and any stockholder who so requests may obtain a free copy of our Whistleblower Policy by submitting a written request to our Corporate Secretary. The Whistleblower Policy has been reviewed and approved by the Board. The Company’s Whistleblower Policy was filed as an exhibit to the Company’s Form 8-K/A dated February 13, 2013, filed with the SEC on February 13, 2013 as Exhibit 14.1.

Policy on Equity Ownership

The Board believes that it is important for each executive officer and non-employee director to have a financial stake in us to help align the executive officer’s and non-employee director’s interests with those of our stockholders. To that end, we have an equity ownership policy requiring that each executive officer and non-employee director maintain ownership of common stock with a value of at least the following:

Executive Officer or Non-employee Director	Stock Ownership Guidelines⁽¹⁾⁽²⁾
Chief Executive Officer	5 times annual base salary
Chief Financial Officer and other C Suite Executive Officers	3 times annual base salary
Other Section 16 Officers	1.5 times annual base salary

(1)

Ownership guidelines are required to be met by the later of (a) the fifth year after such persons became officers of the Company, or (b) October 26, 2028. Once an individual meets this ownership guideline, the individual is deemed to continue to meet it, provided the individual does not dispose of securities that result in the individual’s ownership falling below the guideline immediately following the disposition. A subsequent decline in the stock price, by itself, does not affect compliance with the guideline. However, if an individual’s ownership is below the guideline due to a decline in the stock price, an individual is restricted from executing a disposition until the ownership guideline can be satisfied based on the current stock price and after giving effect to the disposition. In the event the stock ownership requirement increases, each individual has five years from the time of the increase to acquire any additional securities needed to meet this guideline.

(2) Subject to hardship exemptions in the sole discretion of the Compensation Committee.

For purposes of these determinations, (i) stock ownership includes common shares owned individually, either directly or indirectly; common shares owned jointly with, or separately by the Director’s spouse, domestic partner, or minor children, either directly or indirectly; restricted stock units; and restricted stock shares. As of April 22, 2024, each of our executive officers and non-employee directors was in compliance with our equity ownership policy (either because they owned adequate shares or are within the applicable grace period to obtain adequate shares).

Pledging of Shares

We prohibit the pledging of Company securities as collateral for a loan unless the individual has the clear financial capability to repay the loan without resort to the pledged securities, and only with pre-approval and only if such pledged stock does not result in such persons failing to meet applicable equity ownership policy guidelines.

Insider Trading/Anti-Hedging Policies

All employees, officers and directors of the Company or any of our subsidiaries are subject to our Insider Trading Policy. The policy prohibits the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of material nonpublic information in securities trading. The policy also prohibits trading in Company securities during certain pre-established blackout periods around the filing of periodic reports and the public disclosure of material information.

To ensure compliance with the policy and applicable federal and state securities laws, all individuals subject to the policy must refrain from the purchase or sale of our securities except in designated trading windows or pursuant to preapproved 10b5-1 trading plans. The anti-hedging provisions prohibit all employees, officers and directors from engaging in “short sales” of our securities.

Compensation Risk Assessment

The Compensation Committee has reviewed the relationship between our risk management policies and compensation policies and practices and concluded that we do not have any compensation policies or practices that expose us to risks that are reasonably likely to have a material adverse effect on the Company.

Compensation Recovery and Clawback Policies

On December 12, 2022 (amended on November 6, 2023), the Board adopted a Clawback and Forfeiture Policy, providing for certain rights of the Company to clawback amounts of cash or equity (and in some cases cancel equity awards) paid to an employee of the Company in the event (1) that the employee engages in: (a) misconduct or commits an error that, in each case, causes material financial or reputational harm to the Company or to the employee’s business group; or (b) for purposes of a cancellation or forfeiture (but not for clawback), any conduct that constitutes cause under the policy; (2) the amount of the award was based upon the achievement of certain financial results that were subsequently reduced due to a financial restatement (public restatement) or were based upon one or more materially inaccurate performance metrics; or (3) in connection with the employee’s job responsibilities, (a) failure through willful misconduct or gross negligence of the employee, including in a supervisory capacity, to identify, escalate, monitor, or manage, in a timely manner risks material to the Company or to the employee’s business group in accordance with Company policies and procedures (as applicable) or (b) the Company or the employee’s business group suffers a material failure of risk management.

Additionally, effective on November 6, 2023, the Board of Directors of the Company approved the adoption of a Policy for the Recovery of Erroneously Awarded Incentive Based Compensation (the “Clawback Policy”), with an effective date of October 2, 2023, in order to comply with the final clawback rules adopted by the Securities and Exchange Commission under Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (“Rule 10D-1”), and the listing standards, as set forth in the Nasdaq Listing Rule 5608 (the “Final Clawback Rules”). The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers as defined in Rule 10D-1 (“Covered Officers”) of the Company in the event that the Company is required to prepare an accounting restatement, in accordance with the Final Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, the Board of Directors may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on which the Company is required to prepare an accounting restatement.

COMMITTEES OF THE BOARD

Board Committee Membership

	Audit Committee	Compensation Committee	Nominating, Corporate Governance and Environmental, Social, and Governance Committee	Related Party Transaction Committee	Risk Committee	Executive Committee
Benjamin P. Cowart⁽¹⁾
Dan Borgen	M	C	M	M	M	C⁽²⁾
Timothy C. Harvey			M	C	M
Karen Maston	M	M	C	M		M
Odeh Khoury	C⁽³⁾	M	M		C	M

(1) Chairperson of Board of Directors.

(2) The Chairperson of the Executive Committee also serves as the “Lead Director” (see “Independent Lead Director”, below).

(3) Interim Chairman.

C – Chairperson of Committee.

M – Member.

Website Availability of Documents

The charter for our Audit Committee; Compensation Committee; and Nominating, Corporate Governance and Environmental, Social, and Governance Committee (formerly the Nominating and Corporate Governance Committee), are available on our website at www.vertexenergy.com, under “Investor Relations” - “Corporate Governance”. Copies of these committee charters are also available for free upon written request to our Corporate Secretary.

Audit Committee

The Audit Committee, which is comprised exclusively of independent directors, has been established by the Board to oversee our accounting and financial reporting processes and the audits of our financial statements.

The Board has selected the members of the Audit Committee based on the Board’s determination that the members are financially literate (as required by Nasdaq Capital Market (“Nasdaq”) rules) and qualified to monitor the performance of management and the independent auditors and to monitor our disclosures so that our disclosures fairly present our business, financial condition and results of operations.

The Board has also determined that Mr. Khoury, is an “audit committee financial expert” (as defined in the SEC rules) because he has the following attributes: (i) an understanding of generally accepted accounting principles in the United States of America (“GAAP”) and financial statements; (ii) the ability to assess the general application of such principles in connection with accounting for estimates, accruals and reserves; (iii) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more persons engaged in such activities; (iv) an understanding of internal control over financial reporting; and (v) an understanding of audit committee functions. Mr. Khoury has acquired these attributes by means of having held various positions that provided relevant experience, as described in his biographical information under “Proposal 1 - Election of Directors” below (beginning on page 58).

The Audit Committee has the sole authority, at its discretion and at our expense, to retain, compensate, evaluate and terminate our independent auditors and to review, as it deems appropriate, the scope of our annual audits, our accounting policies and reporting practices, our system of internal controls, our compliance with policies regarding business conduct and other matters. In addition, the Audit Committee has the authority, at its discretion and at our expense, to retain special legal, accounting or other advisors to advise the Audit Committee.

The Audit Committee’s responsibilities include among other things: (1) reviewing the disclosures made by the Chief Executive Officer and the Chief Financial Officer in connection with their required certifications accompanying the Company’s periodic reports to be filed with the SEC; and (2) reviewing and discussing the Company’s quarterly financial results and related press releases, if any, with management and the independent auditors prior to the release of such information to the public. The Committee will also review any issues relating to conflicts of interests and all related party transactions of the Company. In addition, the Audit Committee has the authority, at its discretion and at our expense, to retain special legal, accounting or other advisors to advise the Audit Committee.

The Audit Committee held four meetings during the year ended December 31, 2023, and took certain other actions via unanimous written consents in lieu of formal meetings of the committee, and is currently comprised of Messrs. Khoury (Interim Chairperson) and Borgen, and Ms. Maston.

You can access our Audit Committee Charter on our website at www.vertexenergy.com (“Investor Relations” - “Corporate Governance”), and any stockholder who so requests may obtain a free copy of our Audit Committee Charter by submitting a written request to our Corporate Secretary.

Compensation Committee

The Compensation Committee, which is comprised exclusively of independent directors, is responsible for the administration of our stock compensation plans, approval, review and evaluation of the compensation arrangements for our executive officers and directors and oversees and advises the Board on the adoption of policies that govern the Company’s compensation and benefit programs. In addition, the Compensation Committee has the authority, at its discretion and at our expense, to retain special legal, accounting or other advisors to advise the Compensation Committee.

The Compensation Committee held 23 meetings during the year ended December 31, 2023, and took certain other actions via unanimous written consents in lieu of formal meetings of the committee and is currently comprised of Messrs. Borgen (Chairperson), and Khoury, and Ms. Maston, each independent members of the Board of Directors.

You can access our Compensation Committee Charter on our website at www.vertexenergy.com (“Investor Relations” - “Corporate Governance”), and any stockholder who so requests may obtain a free copy of our Compensation Committee Charter by submitting a written request to our Corporate Secretary.

Compensation Committee Interlocks and Insider Participation

The current members of the Compensation Committee are Messrs. Borgen (Chairperson), and Khoury and Ms. Maston, who are all independent members of our Board of Directors. No member of the Compensation Committee is an employee or a former employee of the Company. During fiscal 2023, none of our executive officers (A) served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of the Company; (B) served as a director of another entity, one of whose executive officers served on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of the Company; or (C) served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as a director of the Company.

Additionally, no Compensation Committee member (1) was, during the last fiscal year, an officer or employee of the registrant; (2) was formerly an officer of the registrant (except as discussed above); or (3) had any relationship requiring disclosure by the Company under Section 404 of Regulation S-K.

Accordingly, the Compensation Committee members have no interlocking relationships required to be disclosed under SEC rules and regulations.

Nominating, Corporate Governance and Environmental, Social, and Governance Committee

The Nominating, Corporate Governance and Environmental, Social, and Governance Committee, which is comprised exclusively of independent directors, is responsible for identifying prospective qualified candidates to fill vacancies on the Board, recommending director nominees (including chairpersons) for each of our committees, developing and recommending appropriate corporate governance guidelines and overseeing the self-evaluation of the Board.

In considering individual director nominees and Board committee appointments, our Nominating, Corporate Governance and Environmental, Social, and Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board and Board committees and to identify individuals who can effectively assist the Company in achieving our short-term and long-term goals, protecting our stockholders’ interests and creating and enhancing value for our stockholders. In so doing, the Nominating, Corporate Governance and Environmental, Social, and Governance Committee considers a person’s diversity attributes (e.g., professional experiences, skills, background, race and gender) as a whole and does not necessarily attribute any greater weight to one attribute. Moreover, diversity in professional experience, skills and background, and diversity in race and gender, are just a few of the attributes that the Nominating, Corporate Governance and Environmental, Social, and Governance Committee takes into account. In evaluating prospective candidates, the Nominating, Corporate Governance and Environmental, Social, and Governance Committee also considers whether the individual has personal and professional integrity, good business judgment and relevant experience and skills, and whether such individual is willing and able to commit the time necessary for Board and Board committee service.

While there are no specific minimum requirements that the Nominating, Corporate Governance and Environmental, Social, and Governance Committee believes must be met by a prospective director nominee, the Nominating, Corporate Governance and Environmental, Social, and Governance Committee does believe that director nominees should possess personal and professional integrity, have good business judgment, have relevant experience and skills, and be willing and able to commit the necessary time for Board and Board committee service. Furthermore, the Nominating, Corporate Governance and Environmental, Social, and Governance Committee evaluates each individual in the context of the Board as a whole, with the objective of recommending individuals that can best perpetuate the success of our business and represent stockholder interests through the exercise of sound business judgment using their diversity of experience in various areas. We believe our current directors possess diverse professional experiences, skills and backgrounds, in addition to (among other characteristics) high standards of personal and professional ethics, proven records of success in their respective fields and valuable knowledge of our business and our industry.

The Nominating, Corporate Governance and Environmental, Social, and Governance Committee uses a variety of methods for identifying and evaluating director nominees. The Nominating, Corporate Governance and Environmental, Social, and Governance Committee also regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or other circumstances. In addition, the Nominating, Corporate Governance and Environmental, Social, and Governance Committee considers, from time to time, various potential candidates for directorships. Candidates may come to the attention of the Nominating, Corporate Governance and Environmental, Social, and Governance Committee through current Board members, professional search firms, stockholders or other persons. These candidates may be evaluated at regular or special meetings of the Nominating, Corporate Governance and Environmental, Social, and Governance Committee and may be considered at any point during the year.

The Committee evaluates director nominees at regular or special Committee meetings pursuant to the criteria described above and reviews qualified director nominees with the Board. The Committee selects nominees that best suit the Board’s current needs and recommends one or more of such individuals for election to the Board.

The Committee will consider candidates recommended by stockholders, provided the names of such persons, accompanied by relevant biographical information, and other information as required by the Company’s Bylaws, are properly submitted in writing to the Secretary of the Company in accordance with the manner described for stockholder proposals under “Stockholder Proposals For 2025 Annual Meeting” on page 66, below. The Secretary will send properly submitted stockholder recommendations to the Committee. Individuals recommended by stockholders in accordance with these procedures will receive the same consideration received by individuals identified to the Committee through other means. The Committee also may, in its discretion, consider candidates otherwise recommended by stockholders without accompanying biographical information, if submitted in writing to the Secretary.

In addition, the Company’s Bylaws permit stockholders to nominate directors at an annual meeting of stockholders or at a special meeting at which directors are to be elected in accordance with the notice of meeting pursuant to the requirements of the Company’s Bylaws and applicable Nasdaq and SEC rules and regulations.

Our Nominating, Corporate Governance and Environmental, Social and Governance Committee is also tasked with certain Environmental, Social, and Governance (“ESG”) responsibilities, including (a) overseeing and reviewing any reports the Company prepares and publishes related to ESG matters; (b) reviewing and making recommendations to the Board with respect to proposals for corporate action relating to ESG matters received from the Company’s shareholders; (c) reviewing and receiving updates from management on significant social and public responsibility matters of interest to the Company and its stakeholders and strategies for enhancing the Company’s reputation among its stakeholders regarding ESG matters; (d) making regular reports to the Board, directly or through the Chairperson, about Committee activities; (e) reviewing the Company’s strategy, policies and practices for consistency with its responsibility toward environmental, social and governance matters, including its diversity and inclusion efforts, and making recommendations to the Board and management regarding such matters as it may deem advisable; (f) overseeing management’s monitoring and enforcement of the Company’s policies to protect the health and safety of employees, contractors, customers, the public, and the environment and reviewing with management the quality of the Company’s procedures for identifying, assessing, monitoring and managing key environmental, safety and social risks in the Company’s business; (g) reviewing and advising the Board on (i) the Company’s sustainability goals and commitments, (ii) the Company’s achievement of its sustainability goals and commitments, (iii) the Company’s position in relevant independent ranking systems and (iv) any reporting of such targets and the Company’s progress and position in rankings; (h) assisting the Board in identifying, evaluating, and monitoring public policy trends, regulatory developments and environmental issues that affect the Company’s activities and performance, as well as oversight of voluntary reporting of these matters, and recommending to the Board, policies, programs and strategies concerning such trends, developments and issues; (i) advising the Board on significant stakeholder concerns relating to sustainability; and (j) overseeing and reviewing the Company’s policies on community investment and corporate charitable activities. Our Nominating, Corporate Governance and Environmental, Social and Governance Committee is also tasked with overseeing legal, litigation and arbitration matters.

The Nominating, Corporate Governance and Environmental, Social, and Governance Committee held three meetings during the year ended December 31, 2023. The Nominating, Corporate Governance and Environmental, Social, and Governance Committee is currently comprised of Ms. Maston (Chairperson) and Messrs. Borgen, Harvey and Khoury, each independent members of the Board of Directors.

You can access our Amended Nominating, Corporate Governance and Environmental, Social, and Governance Committee Charter on our website at www.vertexenergy.com (“Investor Relations” - “Corporate Governance”), and any stockholder who so requests may obtain a free copy of our Amended Nominating, Corporate Governance and Environmental, Social, and Governance Committee Charter by submitting a written request to our Corporate Secretary.

Risk Committee

The Risk Committee’s role is to assist the Board in connection with the oversight of the Company’s management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks in connection with, among other things, sales, market dynamics, and hedging strategies.

Subject to the sole determination of the Board and where applicable, the Audit Committee, the principal responsibilities and functions of the Risk Committee are to review and discuss with management the Company’s risk governance structure, risk assessment and risk management practices, the guidelines, policies and processes for risk assessment and risk management and the effectiveness of applicable risk management frameworks; to review and discuss with management the Company’s risk appetite, tolerance and strategy relating to key risks, including credit risk, legal risk, regulatory risk, operational risk, liquidity and funding risk, market risk, product and sales risk, risk relating to hedging transactions and reputational risk, as well as the guidelines, policies and processes for monitoring and mitigating such risks; to review at least yearly, the major risk exposures of the Company and its business units, including market, credit, operational, liquidity, funding, and reputational risk, against established risk measurement methodologies and the steps management has taken to monitor and control such exposures; to assess whether compliance and risk mitigation programs and initiatives are fulfilling their purpose or require any modification, and suggest remedial action where necessary; to review disclosure regarding risk contained in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, if any; and to review reports on selected risk topics as the Committee deems appropriate from time to time; to discharge any other duties or responsibilities delegated to the Committee by the Board; and to coordinate with the Audit Committee and management, to develop and administer, a living assurance process that seeks to audit, assess and mitigate identified enterprise risks.

The Risk Committee held three meetings during the year ended December 31, 2023. The Risk Committee is currently comprised of Messrs. Khoury (Chairperson), Borgen, and Harvey, each independent members of the Board of Directors.

Executive Committee

In December 2022, the Board formed an Executive Committee to act as a steering committee for the full Board, with the main purpose of facilitating decision-making between board meetings or in urgent and crisis circumstances and with the goal of prioritizing issues for the full board to address, being responsible for overseeing board policies, ensuring good governance practices, and having such responsibilities and authority as may be further designated to such committee from time to time by the Board. The Executive Committee is currently comprised of Messrs. Borgen (Chairperson), and Khoury and Ms. Maston, each independent members of the Board of Directors.

The Chairperson of the Executive Committee, currently Mr. Borgen, also serves as the Board’s Lead Director (see below).

Independent Lead Director

Our lead independent director has a clearly defined set of responsibilities and provides significant independent Board leadership. Mr. Dan Borgen has served as our lead independent director since December 2022.

Our lead director approves information sent to the Board where appropriate and as agreed with the Chairman, and helps determine timeliness of information flow from management; periodically provides feedback on quality and quantity of information flow from management; participates with the Company’s Chairman in setting an agenda for each Board meeting as well as meeting schedules; with the Chair/CEO, determines who attends Board meetings, including management and outside advisors; reviews in advance the schedule of committee meetings; monitors the flow of information from Committee Chairs to the full Board; has the authority to call meetings of the independent directors for executive sessions, or meetings of the various independent Committees of the Board, as needed; presides at all meetings of the Board at which the Chair/CEO is not present, including executive sessions of the independent directors; after each executive session of the independent directors, communicates with the Chair/CEO to provide feedback and also to effectuate the decisions and recommendations of the independent directors; acts as liaison between the independent directors and the Chair/CEO and management, as directed by the Chairman or the Board, on a regular basis and when special circumstances exist or communication out of the ordinary course is necessary; as necessary, meets with major shareholders or other external parties, after discussions with the Chair/CEO; under the Board’s guidelines for handling shareholder and employee communications to the Board, is advised promptly of any communications directed to the Board or any member of the Board that allege misconduct on the part of Company management, or raise legal, ethical or compliance concerns about Company policies or practices; plays an increased role in crisis management oversight, as appropriate; assumes duties of Chief Executive Officer if the Chief Executive Officer is not available in a crisis situation; and without specific approval from the Board, may not serve on more than two public company boards (including the Company’s Board). The Lead Director may also attend meetings of committees on which the lead director is not a member.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following table sets forth certain information with respect to our executive officers as of April 22, 2024:

Name	Position	Age
Benjamin P. Cowart	President and Chief Executive Officer	55
Chris Carlson	Chief Financial Officer	51
James Rhame	Chief Operating Officer	65
Alvaro Ruiz	Chief Strategy Officer	55
Douglas S. Haugh	Chief Commercial Officer	53

Benjamin P. Cowart, President and Chief Executive Officer

Information regarding Mr. Cowart is set forth in “Proposal No. 1 – Election of Directors”, below (beginning on page 58).

Chris Carlson – Chief Financial Officer—Mr. Carlson has served as our Chief Financial Officer since June 2010 and served as our Secretary from inception until December 2022. Mr. Carlson brings a range of experience to his role with the Company. Mr. Carlson worked for Vertex Holdings, L.P. (“Holdings”) as the Vice President of Finance prior to the April 16, 2009, merger between Holdings, the Company, World Waste Technologies, Inc. (“World Waste”) and Vertex Merger Sub, LLC (the “Merger”) where he oversaw the administrative functions of the Company, including legal and banking, a position which he had held since October 2001. Mr. Carlson worked for FuelQuest, Inc. before joining Holdings in 2001. There he worked as a Project Lead managing implementations of e-commerce services for new customers. In addition, he also planned and developed testing requirements for e-commerce applications. Mr. Carlson was with Pagenet, a wireless communications company prior to FuelQuest, Inc., where he worked as a Strategic Account Supervisor. Mr. Carlson earned his BS degree in Business Finance from the University of Houston.

James Rhame – Chief Operating Officer — Mr. Rhame was appointed as Chief Operating Officer of the Company in December 2022. Between March 2022 and December 2022, Mr. Rhame served as a consultant to the Company. From December 2020 to March 2022, Mr. Rhame served as an independent consultant with JGR Consulting, a refining and petrochemicals consulting firm which he owned. Prior to that, from November 2019 to November 2020, he served as Vice President and General Manager of Motiva Enterprises. Before that, Mr. Rhame spent ten years with Flint Hills Resources, where he served as Vice President (Olefins and Polymers), from December 2017 to November 2019, Site Manager (July 2014 to December 2017), Production Manager (Petrochemical) (August 2010 to July 2014), and Production Manager (Refining), from July 2006 to May 2010. During his time at Flint Hills Resources, he provided various services including leading operational responsibility for the Port Arthur Chemical Plant (ethylene cracker), Houston Chemical Plant (Propane Dehydrogenation), Longview (Polypropylene) and Peru, Illinois (Enhanced Polystyrene) plants. Prior to joining Flint Hills Resources, he served as Business Development Manager with Shell Chemicals and Shell Downstream from 2000 to 2006, and served in various other roles with Shell from 1987 to 2000, including Analyzer Engineer, Control Systems Team Leader, Control System Tech Manager and Operations Manager. Prior to that, Mr. Rhame held various roles with Celanese Chemical and Marathon Oil. Mr. Rhame graduated with a BS degree in Chemistry from Sam Houston State University. He also attended the Wharton School of Business Executive Leadership Program.

Alvaro Ruiz – Chief Strategy Officer — Mr. Ruiz was appointed as Chief Strategy Officer of the Company in December 2022. Mr. Ruiz joined the Company as Vice President of Business Development in September 2013. Prior to that, he served as Senior Vice President of Business Development and Marketing for FCC Environment AL, from March 2008 to July 2013, previously serving as a Regional/Area Manager for FCC Environment, from 2005 to 2008. Prior to that, he held various sales and marketing and corporate development roles with companies in the telecom industry. Mr. Ruiz has a solid international background in Europe and Latin America and his leadership positions have included marketing, finance, business development, operations, sales and project management. Mr. Ruiz received a degree in Telecomm Engineering from the University of Valladolid, in Spain, and holds an Executive MBA from IE Business School, in Madrid, Spain, and a Masters in Marketing and Sales from ESIC Business School in Barcelona, Spain.

Douglas S. Haugh – Chief Commercial Officer — Mr. Haugh was appointed as Chief Commercial Officer of the Company in April 2023. Mr. Haugh served as the President of Parkland USA from November 2017 to December of 2022. Parkland USA, is a wholly-owned subsidiary of Parkland Corp. (TSX:PKI). From a small North Dakota business, Mr. Haugh grew Parkland USA during his tenure there, increasing revenues over 10-fold to $3.8 billion annually and to 3,000 employees across 15 states in the retail c-store, commercial fuels, wholesale fuels, propane, lubricants and marine businesses. Before Parkland USA, Mr. Haugh had over twenty-five years’ experience working in the energy and technology industries building businesses organically and by working with both buyers and sellers on dozens of M&A transactions. Mr. Haugh has led growth strategies in the retail convenience store, fuels marketing, supply & trading, renewable products, lubricants, technology, and distribution sectors. Mr. Haugh began his career with Exxon, serving in marketing, distribution and business development. Mr. Haugh currently serves as a member of the Board Directors of BioBlend Renewable Resources, LLC, a manufacturer of biodegradable and environmentally acceptable lubricants and greases and as Board Chairman and member of the Compensation Committee of Trux Inc., which offers a freight marketplace and logistics software to the construction and aggregates industries. Mr. Haugh also serves as an Independent Director and Audit Committee Chair on the Board of Directors at Ergon Inc. Mr. Haugh obtained a Batchelor of Science degree in Chemical Engineering from Clemson University and a Master of Business Administration degree from the University of Phoenix.

AUDIT COMMITTEE REPORT

The Audit Committee, which is comprised exclusively of independent directors, represents and assists the Board of Directors in fulfilling its responsibilities for general oversight of the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, the performance of the Company’s internal audit function and independent registered public accounting firm, and risk assessment and risk management. The Audit Committee manages the Company’s relationship with its independent registered public accounting firm (which reports directly to the Audit Committee). The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties and receives appropriate funding, as determined by the Audit Committee, from the Company for such advice and assistance.

In connection with the audited financial statements of the Company for the year ended December 31, 2023, the Audit Committee of the Board of Directors of the Company (1) reviewed and discussed the audited financial statements with the Company’s management and the Company’s independent auditors; (2) discussed with the Company’s independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission; (3) received and reviewed the written disclosures and the letter from the independent auditors required by the applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence; (4) discussed with the independent auditors the independent auditors’ independence; and (5) considered whether the provision of non-audit services by the Company’s principal auditors is compatible with maintaining auditor independence.

Based upon these reviews and discussions, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, that the audited financial statements for the year ended December 31, 2023 be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for filing with the Securities and Exchange Commission.

The undersigned members of the Audit Committee have submitted this Report to the Board of Directors.

The Audit Committee of Vertex Energy, Inc.

/s/ Odeh Khoury (Interim Chairperson)

/s/ Dan Borgen

/s/ Karen Maston

EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

This section explains our executive compensation program and specifically describes the application of that program to the Named Executive Officers (defined below under “Summary Executive Compensation Table” on page 30) whose compensation information is presented in the tables and narrative discussion below in accordance with Securities and Exchange Commission rules.

Objectives and Philosophy of Our Executive Compensation Program

The Compensation Committee seeks to achieve three broad objectives in connection with our executive compensation program. First, to reward executives for the achievement of business objectives. Second, the program is intended to provide executives with equity incentives so as to link a portion of the executive’s compensation with the future performance of the Company. Third, the Compensation Committee structures its executive program to enable the Company to attract and retain valuable employees and remain competitive within our industry.

We have entered into employment agreements with our executive officers. These employment agreements establish annual base salary and annual bonus amounts (and/or provide the Compensation Committee authority to grant discretionary bonuses) that the Compensation Committee may increase from time to time in their sole discretion. In general, the Compensation Committee has tied potential bonus compensation to performance factors, including the executive officers’ efforts and contributions towards obtaining corporate objectives and our performance (mainly the increase in our net income year-over-year).

In making compensation decisions, the Compensation Committee considers a number of factors, one is to keep the executive officer compensation program well-defined and easily understood and to link each executive’s compensation to the success of the business, with a focus on continuous growth and development of sustainable stockholder value. Our Compensation Committee determines the amount of each element of compensation, as well as the overall mix of compensation elements.

Components of our Executive Compensation Program

The primary elements of our executive compensation program are:

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base salary;

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annual cash incentive bonuses;

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long-term and equity-based incentives, including stock options;

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severance benefits; and

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medical and other insurance benefits.

These elements have been chosen to foster the potential for both current and long-term payouts and to attract and retain executive talent. We do not have any policy or target for allocating compensation between long-term and short-term compensation, between cash and non-cash compensation or among the different forms of non-cash compensation. Instead, the Compensation Committee determines what it believes to be the appropriate level and mix of the various compensation components based on its review of compensation of similarly situated executives in our peer group, the advice of consultants and our compensation philosophy described above. Our compensation strategy is designed to offer competitive compensation packages to attract, motivate and reward qualified employees who contribute significant value to us and reward performance, such as attainment of business and individual associate goals, business results, leadership, and strong relationships with clients, and is not based on rewarding seniority.

Key performance measures used by the Compensation Committee as part of its compensation matrix in determining executive compensation for the 2023 year (including bonuses) were as follows:

Financial

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Equity Shareholder Value

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Earnings Per Share Growth

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Working Capital

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EBITDA

Operational

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Compliance

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Health & Safety

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Strategy

Base Salary

We use base salaries to recognize the experience, skills, knowledge and responsibilities of our executive officers. None of our Named Executive Officers is currently party to an employment agreement that provides for automatic or scheduled increases in base salary. The base salaries of our executives have not varied widely from year to year as described below under “Summary Executive Compensation Table” on page 30.

On an annual basis, our Compensation Committee reviews and evaluates for adjustment the base salaries of our executives based on the scope of an executive’s responsibilities, individual contribution, prior experience and sustained performance. Base salaries are also reviewed and adjusted, as deemed appropriate, in the case of promotions or other significant changes in responsibility. No formulaic base salary increases are provided to our Named Executive Officers. In making decisions regarding salary increases, we may also draw on the experiences of members of our Board of Directors with other companies and the peer group compensation data reviewed by the Compensation Committee.

The long-term incentive awards in our compensation program are around incentives that we believe will also drive stockholder value. Performance stock options when issued do not accrue value to the executive officer unless and until stockholder value is created through company performance (i.e., all stock options are granted at or above market price on the date of issuance). In addition, in the future, we may grant time-vested restricted stock or restricted stock units, which we believe will encourage retention of our Named Executive Officers and align their interests with our stockholders in creating incentives for long-term value creation. We also believe that an executive officer should hold an equity stake in the Company to further motivate the creation of stockholder value, and we currently have a stockholder ownership policy, as discussed in greater detail under “Corporate Governance”.

Annual Cash Incentive Bonuses; Ad Hoc Bonuses; Transaction Bonuses

A significant portion of the total compensation of our Named Executive Officers has historically been directly linked to Company performance in the form of cash incentive bonus payments. We believe this provides our executives an opportunity to earn above peer average compensation if the Company delivers superior results.

We link a significant portion of our executives’ cash compensation to the Company’s performance, as measured for our Named Executive Officers (and certain high-level employees), by our year-over-year net income growth (less certain items not directly effecting net income, such as income tax benefit). Our high-level employees and executives have the ability, in the discretion of the Compensation Committee, to earn bonuses based on certain pre-determined percentages of their base salary, which aggregate bonuses for all executives and all high-level employees is determined based on multiple subjective criteria, which include but are not limited to, financial performance, increases in stockholder value (i.e., stock price), growth in market share, regulatory compliance, and health, safety and environmental performance.

The annual bonuses for our Chief Executive Officer and other executive officers are determined in the sole discretion of the Compensation Committee, based on the Company’s annual performance and from time to time, based on the advice of consultants, and the bonuses paid to chief executive officers and other officers in the Company’s peer group. Cash bonuses were paid to certain of our executive officers for fiscal 2023, 2022, and 2021, as described below under “Summary Executive Compensation Table”, beginning on page 30. For the years noted above, the following criteria were analyzed and reviewed by the Compensation Committee in determining cash incentive bonuses: market share growth in each of our divisions, health safety and environmental performance, EBITDA/net income against projections, as well as year-over-year performance (as discussed in greater detail above).

Our Compensation Committee, or the Board, with the recommendation of our Compensation Committee, may also award ad hoc bonuses to our executive officers from time to time in their discretion to provide incentives to particular officers or management. For example, from time to time, upon the occurrence of certain material Company events and transaction closings, such as the April 1, 2022 acquisition of a crude oil refinery in Mobile, Alabama (the “Mobile Refinery”), the Compensation Committee may award certain bonuses to our executive officers in consideration for their assistance with closing such transactions or in connection with such Company events, all in the sole discretion of the Compensation Committee.

Long-Term and Equity-Based Incentives

Our equity compensation program is a broad-based, long-term employee retention program that is intended to attract, retain and motivate our employees, officers and directors and to align their interests with those of our stockholders. We believe that our equity program is critical to our efforts to hire and retain the best talent in the extremely competitive used oil industry. We currently use stock options as a way to reward long-term value creation. Consistent with our Compensation Committee’s desire to tie pay to performance, the value of option awards is directly linked to the long-term performance of our stock price. While we have not previously issued restricted stock units, restricted stock or equity awards other than stock options, to executives, the Compensation Committee reserves the right to issue such securities in the future, in the event it determines that such securities are beneficial to the Company’s compensation program.

Historically, the Compensation Committee has granted stock options once per year during the second quarter; provided that the Compensation Committee also grants stock options from time to time, in its sole discretion, based on the Company’s performance, the length of time prior stock options have been outstanding, the amount of stockholder dilution which would result from the grant of such stock options and our stock price. Notwithstanding the above, the Compensation Committee has historically sought to grant stock options to new hirees/appointees shortly after their engagement/appointment. Historically, all stock awards have a term of ten years (five years for greater than 10% stockholders), are granted at market (or 10% above in the event of greater than 10% stockholders), and vest at the rate of 1/4th of such options each year for four years, assuming such holders continue to be employed by/provide services to us.

We believe that meaningful vesting periods encourage recipients to remain with the Company over the long term. Because the value of the awards is based on our stock price, stock options encourage recipients to focus on achievement of longer-term goals, such as strategic opportunities, technological innovation and stockholder return.

Grants of stock options (and other equity awards) are made under our Equity Incentive Plans and the plans are administered pursuant to Rule 16b-3 of the Exchange Act. When considering the grant of stock-based awards, the Compensation Committee gives consideration to our overall performance and the performance of individual employees. The following criteria has historically been used by the Compensation Committee for the purposes of analyzing and determining cash incentive bonuses: volume/market share growth in each of our divisions, health safety and environmental performance, EBITDA/net income versus projections, as well as year-over-year performance.

Severance Benefits

Our employment agreements with our Named Executive Officers generally provide for severance pay upon the termination of such Named Executive Officers employment with us without cause or by the executives for good reason (as described in such agreements). Additionally, in general, if a change of control occurs during the term of a Named Executive Officer’s employment agreement or within six months after a termination by such executive for good reason or by the Company without cause (but not non-renewal), we are required to pay a cash severance payment in a lump sum in an amount equal to 3.0 times the sum of (a) the most recent annual base salary of the executive (or in the event no award was made, the greater of the most recent bonus or the prior year’s bonus); and (b) the amount of the most recent cash bonus paid to the executive, less the amount of any severance payment actually paid to executive. Severance benefits are intended to provide the executives a comfort level that their employment will not be terminated without cause, unless they receive severance pay sufficient for them to relocate if necessary and/or find alternative employment.

Summary of Perquisites and Associated Other Compensation Arrangements for Named Executive Officers

This Summary sets forth, as of April 29, 2024, perquisites and other personal benefits that the Company provides to its “named executive officers,” as defined in Item 402 of Regulation S-K.

We maintain broad based benefits that are provided to all employees, including health and dental insurance, life and disability insurance and a 401(k) plan. Named executive officers are eligible to participate in all broad based benefits that are generally made available by the Company to its regular full-time employees.

We provide each of our named executive officers a $750 per month car allowance.

The Company has a program pursuant to which it pays the premiums for medical coverage for each named executive officer.

The Company has an agreement with NetJets Inc. pursuant to which the Company leases the right to a specified amount of travel each calendar year on NetJets’ aircraft. The Company provides the use of this aircraft by named executive officers and directors for business use and in certain circumstances, for personal use by its Chief Executive Officer (provided that no personal use of such aircraft occurred in 2023, 2022 or 2021).

From time to time, the Board may hold meetings and other related activities in various locations for which the Company pays for specified travel, lodging, food, beverage, entertainment, and related expenses on behalf of the participants and their guests.

The Company may also request that Company personnel participate in conferences, symposia, and other similar events or activities relating to the Company’s business for which the Company pays for the expenses of Company participants and their guests.

To the extent that any of the arrangements described above result in imputed compensation to any of the named executive officers, the Company pays to (or withholds and pays to the appropriate taxing authority on behalf of) such individual a “tax gross-up” in cash approximating his (i) federal and state income and payroll taxes on the taxable income associated with such arrangements plus (ii) federal and state income and payroll taxes on the taxes that the individual may incur as a result of the payment of taxes by the Company with respect to the imputed compensation, subject to limitations and exceptions allowed by applicable law.

Chief Executive Officer Compensation

Benjamin P. Cowart’s compensation is determined by our Compensation Committee. As is the case with respect to the executive officers, our Chief Executive Officer’s compensation is based upon both our operating performance and his individual performance. The Chief Executive Officer’s compensation consists of the same elements identified above with respect to executive officers: salary, an annual incentive bonus, and, in some years, grants of stock options. The determination of salary and the grant of stock-based awards, if any, are subjective and not based upon any specific formula or guidelines, provided the Compensation Committee does take into account the performance of the Company and the Chief Executive Officer, our peer group and the advice of consultants. Mr. Cowart may also receive bonuses, in cash or equity, from time to time in the discretion of our Compensation Committee, or the Board, with the recommendation of the Compensation Committee.

Compensation for 2023 was primarily driven by the Company’s financial results and operational execution, provided that the Company also grew market share while focusing on long-term growth initiatives and sustainable strategies through renewable fuel production projects that are expected to complement our existing asset base.

As set forth in the charts below (which do not include 401(k) contributions, health insurance premiums and car allowances), a significant portion of the total compensation targets in 2023 for the Chief Executive Officer and the other Named Executive Officers (NEOs) as a group was at risk and subject to the performance of the individual and the Company.

At Risk Performance Based Pay 45%

At Risk Performance Based Pay 47%

Say-on-pay Voting Outcome

As part of the process for determining compensation for the Named Executive Officers for 2023, 2022 and 2021, the Compensation Committee considered the most recent “say-on-pay” non-binding stockholder advisory votes held in (a) June 2022 regarding the Named Executive Officers’ 2021 compensation; and (b) in June 2019 regarding the Named Executive Officers’ 2018 compensation. The resolution approving 2021 executive compensation received approval of 76.8% of the total stockholder vote, including 98.6% of the total number of votes cast by stockholders on the proposal. The resolution approving 2018 executive compensation received approval of 54.0% of the total stockholder vote, including 99.5% of the total number of votes cast by stockholders on the proposal.

Additionally, as a total of 14,771,184 shares (or 53.0% of the shares voting on such proposal) were voted at the 2022 annual meeting to recommend that advisory votes on the compensation of the Company’s named executive officers (“Compensation Frequency”) be held every three years, the Board of Directors determined, as was recommended with respect to the proposal by the Company’s Board of Directors in the proxy statement for the 2022 annual meeting, and in connection with the option that received the highest number of votes, that the Company will hold future say-on-pay votes each three years (with the next voting expected to be undertaken at the 2025 annual meeting), until the occurrence of the next advisory vote on the frequency of say-on-pay votes, which is expected to be held no later than the Company’s 2028 annual meeting of shareholders.

Benchmarking

In making its compensation determinations, the Compensation Committee reviews, from time to time, the total compensation that each of our executives is eligible to receive against the compensation levels of comparable positions of a peer group of companies. As our business profile has evolved, with the advice of Meridian Compensation Partners LLC (“Meridian”), the Compensation Committee reviews peer companies that are publicly-traded, headquartered in the United States, operate in similar industries, compete with us for talent, and are similar to the Company in their product and services offerings, business model, revenue size and market capitalization. The composition of the peer group is reviewed annually by the Compensation Committee.

The peer group used by the Compensation Committee in fiscal 2023 to evaluate compensation is:

	Adams Resources & Energy, Inc.	Advanced Emissions Solutions, Inc.
	Aemetis, Inc.	Alto Ingredients, Inc.
	Par Pacific Holdings, Inc.	Calumet Specialty Products Partners, L.P.
	Clean Energy Fuels Corp.	FutureFuel Corp.
	Gevo, Inc.	Heritage-Crystal Clean, Inc.
		Renewable Energy Group, Inc.

Role of Chief Executive Officer and Other Officers

The Compensation Committee considers input from our Chief Executive Officer in making determinations regarding our executive compensation program and the individual compensation of each executive officer, other than our Chief Executive Officer. The Compensation Committee makes the final determination of Named Executive Officer compensation and has sole discretion to set the compensation levels of our Chief Executive Officer.

Role of Independent Consultant

During 2014 and 2022, the Compensation Committee engaged Meridian and PearlMeyer, respectively, as its independent compensation consultant. Such consultants report solely to the Compensation Committee, and the Compensation Committee determines the scope of their engagement, which includes:

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Providing input into compensation program design discussions and individual compensation actions, as needed.

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Providing benchmarking (e.g., peer company) data on executive compensation for the Compensation Committee to use in its decision-making process.

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Keeping the Compensation Committee apprised of trends and other developments affecting executive compensation.

The Compensation Committee has evaluated the independence of Meridian and PearlMeyer based on the SEC’s factors affecting independence and has concluded that Meridian and PearlMeyer are independent and that there are no conflicts of interests associated with Meridian’s and/or PearlMeyer’s engagement.

Employment Agreements

We typically enter into employment agreements with all of our Named Executive Officers (defined below under “Summary Executive Compensation Table” on page 30). Refer to “Prior Employment Agreements” and “New Employment Agreements” beginning on pages 32 and 36, respectively, below for further details.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors has reviewed and discussed the Company’s Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management, and based on such review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Respectfully submitted,

The Compensation Committee of Vertex Energy, Inc.

/s/ Dan Borgen, Chairperson

/s/ Karen Maston

/s/ Odeh Khoury

EXECUTIVE COMPENSATION

Summary Executive Compensation Table

The following table sets forth information concerning the compensation of (i) all individuals serving as the Company’s principal executive officer or acting in a similar capacity during the last completed fiscal year (“PEO”), regardless of compensation level; (ii) all individuals serving as the Company’s principal financial officer or acting in a similar capacity during the last completed fiscal year (“PFO”), regardless of compensation level; (iii) the Company’s three most highly compensated executive officers other than the PEO and PFO who were serving as executive officers at the end of the last completed fiscal year (provided that the Company only had five total executive officers as of the end of December 31, 2023); and (iv) up to two additional individuals for whom disclosure would have been provided pursuant to paragraph (iii) of but for the fact that the individual was not serving as an executive officer of the Company at the end of the last completed fiscal year (collectively, the “Named Executive Officers”), for the years ended December 31, 2023, 2022, and 2021.

Name and Principal Position	Year Ended December 31		Salary ($)			Bonus ($)			Option Awards ($)⁽¹⁾		All Other Compensation ($)⁽²⁾					Total ($)
Benjamin P.	2023		$	521,116		$	202,000	⁽¹¹⁾	$	228,000		$	51,922	⁽⁴⁾	$	1,003,071
Cowart	2022		$	476,675		$	782,100	⁽³⁾	$	264,711		$	47,152	⁽⁴⁾	$	1,570,438
Chairman,	2021		$	366,180		$	205,900		$	120,138		$	38,777	⁽⁵⁾	$	730,995
CEO,
and President

Chris Carlson	2023		$	322,402		$	101,000	⁽¹¹⁾	$	124,000		$	51,388	⁽⁶⁾	$	598,789
Chief	2022		$	297,864		$	461,888	⁽³⁾	$	199,289		$	49,709	⁽⁶⁾	$	1,008,750
Financial	2021		$	238,680		$	127,112		$	107,056		$	49,662	⁽⁵⁾	$	522,510
Officer

James Rhame
Chief	2023		$	320,375		$	—		$	150,000		$	40,897	⁽⁸⁾	$	511,272
Operating	2022	(a)	$	272,357	⁽⁷⁾	$	309,000		$	—		$	23,497	⁽⁸⁾	$	604,854
Officer

John
Strickland	2022	(a)	$	245,819		$	225,000		$	—		$	36,867	⁽⁹⁾	$	507,686
Former Chief	2021		$	245,820		$	252,000		$	67,323		$	38,977	⁽⁵⁾	$	604,120
Operating
Officer

Alvaro Ruiz	2023		$	306,181		$	—		$	114,000		$	38,648	⁽¹⁰⁾	$	507,686
Chief	2022	(b)	$	270,872		$	1,306,000	⁽³⁾	$	—		$	31,320	⁽¹⁰⁾	$	1,608,192
Strategy
Officer

Douglas Haugh	2023	(c)	$	390,981		$	—		$	703,666		$	16,540	⁽¹²⁾	$	1,111,187
Chief Commercial Officer

(a) On, and effective on, June 10, 2022, Mr. John Strickland resigned as Chief Operating Officer and Vice President of the Company. Mr. Strickland continues to serve as Vice President, Black Oil Operations for the Company, in a non-executive position. Effective on June 10, 2022, the Board of Directors of the Company appointed Mr. James Rhame, as the Chief Operating Officer (COO) of the Company, to fill the vacancy left by Mr. Strickland’s resignation.

(b) Effective on June 10, 2022, the Board of Directors of the Company appointed Mr. Alvaro Ruiz as the Chief Strategy Officer of the Company.

(c) Effective on April 14, 2023, the Board of Directors of the Company appointed Mr. Douglas S. Haugh, as the Chief Commercial Officer (CCO) of the Company.

(1) Represents the fair value of the grant of certain options to purchase shares of our common stock calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions used in the valuation of these awards are set forth in the notes to our consolidated financial statements, which are included in the footnotes to our consolidated financial statements in our annual reports on Form 10-K for the years ended December 31, 2023, December 31, 2022 and December 31, 2021. These amounts do not necessarily correspond to the actual value that may be recognized by the Named Executive Officers, which depends, among other things, on the market value of our common stock appreciating from that on the grant date(s) of the option(s).

(2) Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000. None of our executive officers received any stock awards, non-equity incentive plan compensation or any change in pension value and nonqualified deferred compensation during the periods presented.

(3) Includes certain amounts paid to the executives as bonuses in connection with the Mobile Refinery acquisition - Mr. Cowart ($331,062); Mr. Carlson ($281,000) and Mr. Ruiz ($500,000).

(4) Includes (a) $13,200 of 401(k) contributions and $29,755 of health insurance premiums paid on behalf of Mr. Cowart, and $9,000 of car allowance paid to Mr. Cowart (2023); and (b) $11,634 of 401(k) contributions and $28,168 of health insurance premiums paid on behalf of Mr. Cowart, and $7,350 of car allowance paid to Mr. Cowart (2022).

(5) Other compensation includes health insurance premiums, a monthly car allowance and 401(k) contributions.

(6) Includes (a) $13,200 of 401(k) contributions, $29,188 of health insurance premiums paid on behalf of Mr. Carlson, and $9,000 of car allowance paid to Mr. Carlson (2023); and (b) $11,941 of 401(k) contributions, $28,168 of health insurance premiums paid on behalf of Mr. Carlson, and $9,600 of car allowance paid to Mr. Carlson (2022).

(7) Includes $36,575 of compensation paid as a consultant prior to employment.

(8) Includes (a) $13,200 of 401(k) contributions and $18,697 of health insurance premiums paid on behalf of Mr. Rhame and $9,000 of car allowance paid to Mr. Rhame (2023); and (b) $7,292 of 401(k) contributions and $11,705 of health insurance premiums paid on behalf of Mr. Rhame and $4,500 of car allowance paid to Mr. Rhame (2022).

(9) Includes $9,076 of 401(k) contributions, $19,991 of health insurance premiums paid on behalf of Mr. Strickland, and $7,800 of car allowance paid to Mr. Strickland.

(10) Includes (a) $12,938 of 401(k) contributions, $16,710 of health insurance premiums paid on behalf of Mr. Ruiz, and $9,000 of car allowance paid to Mr. Ruiz (2023); and (b) $9,622 of 401(k) contributions, $13,898 of health insurance premiums paid on behalf of Mr. Ruiz, and $7,800 of car allowance paid to Mr. Ruiz (2022).

(11) Bonus paid in connection with the closing of the February 2023 sale by the Company of all of its equity interests in Vertex Refining OH, LLC, which owned the Heartland refinery located in Columbus, Ohio.

(12) Includes $6,000 of car allowance and $10,540 of health insurance premiums.

Prior Executive Employment Agreements

Prior Executive Employment Agreements of Mr. Cowart, Mr. Carlson and Mr. Ruiz

Each of Mr. Cowart, our Chief Executive Officer and President, Mr. Chris Carlson, our Chief Financial Officer and Mr. Ruiz, our Chief Strategy Officer, were party to Executive Employment Agreements with the Company through December 12, 2022, which were replaced by new Executive Employment Agreements entered into with such persons and each then executive officer of the Company. The below information discloses the material terms of the prior Executive Employment Agreements, now superseded by the new Executive Employment Agreements, which are discussed in greater detail below under “New Executive Employment Agreements”.

Benjamin P. Cowart, Chief Executive Officer and President (Prior Agreement)

On August 7, 2015, we entered into an Executive Employment Agreement with Benjamin P. Cowart, our Chief Executive Officer and President (Mr. Cowart’s prior employment agreement had expired on April 16, 2014; provided that the parties had agreed to continue operating under the terms of the prior agreement until a new agreement was entered into). The agreement, provided for Mr. Cowart to serve as our Chief Executive Officer, had a term extending through December 31, 2018, provided that the agreement automatically extended for additional one-year terms thereafter in the event neither party provided the other at least 60 days prior notice of their intention not to renew the terms of the agreement, and the agreement continued in effect until December 12, 2022, when the Company entered into a new employment agreement with Mr. Cowart which is discussed in greater detail below under “New Executive Employment Agreements”.

Pursuant to the terms of the agreement, Mr. Cowart’s annual compensation package included (1) a base salary of $366,180 per year, subject to annual increases as determined in the sole discretion of the Compensation Committee, and (2) a bonus payment to be determined in the sole discretion of the Compensation Committee in an annual targeted amount of $214,320, subject to the compliance by Mr. Cowart with performance goals that may be established by the Compensation Committee from time to time, and that in the absence of performance goals, the amount of such bonus would be wholly determined in the discretion of the Compensation Committee. Mr. Cowart was also paid an automobile allowance of $750 per month during the term of the agreement and was eligible to participate in our stock option plan and other benefit plans.

The agreement contained standard non-compete, assignment of inventions, indemnification and confidentiality provisions. Further, Mr. Cowart was subject to non-solicitation covenants during the term of the agreement.

Chris Carlson, Chief Financial Officer (Prior Agreement)

On August 7, 2015, we entered into an Executive Employment Agreement with Chris Carlson, our Chief Financial Officer (Mr. Carlson’s prior employment agreement had expired on April 1, 2015; provided that the parties had agreed to continue operating under the terms of the prior agreement until a new agreement was entered into). The agreement, which provided for Mr. Carlson to serve as our Chief Financial Officer, had a term extending through December 31, 2018, provided that the agreement automatically extended for additional one-year terms thereafter in the event neither party provided the other at least 60 days prior notice of their intention not to renew the terms of the agreement, and the agreement continued in effect until December 12, 2022, when the Company entered into a new employment agreement with Mr. Carlson as discussed below under “New Executive Employment Agreements”.

Pursuant to the terms of the agreement, Mr. Carlson’s annual compensation package included (1) a base salary of $238,680 per year, subject to annual increases as determined in the sole discretion of the Compensation Committee, and (2) a bonus payment to be determined in the sole discretion of the Compensation Committee in an annual targeted amount of $132,350, subject to the compliance by Mr. Carlson with performance goals that may be established by the Compensation Committee from time to time, provided that in the absence of performance goals, the amount of such bonus would be wholly determined in the discretion of the Compensation Committee. Mr. Carlson was also paid an automobile allowance of $750 per month during the term of the agreement and was eligible to participate in our stock option plan and other benefit plans.

Except as discussed above, Mr. Carlson’s employment agreement had substantially similar additional terms and conditions as Mr. Cowart’s discussed above.

Alvaro Ruiz, Chief Strategy Officer (Prior Agreement)

On October 23, 2015, we entered into an Executive Employment Agreement with Alvaro Ruiz, our then Vice President of Business Development (non-executive), who became our Chief Strategy Officer effective on June 10, 2022. The agreement had a term extending through December 31, 2018, provided that the agreement automatically extended for additional one-year terms thereafter in the event neither party provided the other at least 60 days prior notice of their intention not to renew the terms of the agreement, and the agreement continued in effect until December 12, 2022, when the Company entered into a new employment agreement with Mr. Ruiz as discussed below under “New Executive Employment Agreements”.

Pursuant to the terms of the agreement, Mr. Ruiz’s annual compensation package included (1) a base salary of $175,000 per year, subject to annual increases as determined in the sole discretion of the Compensation Committee, and (2) a discretionary cash bonus payable in the discretion of the Compensation Committee of the Board, in an amount of not less than $75,000 per year. Mr. Ruiz was also paid an automobile allowance of $650 per month during the term of the agreement and was eligible to participate in our stock option plan and other benefit plans.

Except as discussed above, Mr. Ruiz’s employment agreement had substantially similar additional terms and conditions as Mr. Cowart’s, discussed above.

New Executive Employment Agreements

On December 12, 2022, we entered into Executive Employment Agreements with each of Benjamin P. Cowart, our President and Chief Executive Officer (and Chairman), James Rhame, our Chief Operating Officer, and Alvaro Ruiz, our Chief Strategy Officer, and on December 13, 2022, we entered into an Executive Employment Agreement with Chris Carlson, our Chief Financial Officer and effective on April 14, 2023, we entered into an Executive Employment Agreement with Douglas S. Haugh, our then newly appointed Chief Commercial Officer (collectively, the “Employment Agreements”). Mr. Cowart’s, Mr. Carlson’s and Mr. Ruiz’s Employment Agreements each replaced and superseded their prior employment agreements with the Company.

Each of the Employment Agreements are substantially similar (as discussed below), except for the base annual compensation payable to each of the executive officers as summarized below:

Executive	Executive Position	Base Annual Compensation
Benjamin P. Cowart	President and Chief Executive Officer	$514,000
Chris Carlson	Chief Financial Officer	$318,000
James Rhame	Chief Operating Officer	$316,000
Alvaro Ruiz	Chief Strategy Officer	$302,000
Douglas S. Haugh	Chief Commercial Officer	$385,000

Each Employment Agreement provides for the applicable executive to serve as an executive of the Company (in the roles set forth above under “Executive Position”), for an initial three-year term extending through December 11, 2025; December 12, 2025 or April 14, 2026 (as applicable), provided that each of the agreements automatically renews for additional one-year terms thereafter in the event neither party provides the other at least 60 days prior notice of their intention not to renew the terms of the agreement, with the exception of the agreement with Mr. Rhame, which provides for an initial term until the later of (a) April 30, 2024, or (b) completion of the phase 2 renewable diesel project at the Company’s Mobile, Alabama refinery. Each of the agreements also have an effective date of April 1, 2022, and require that the Company pay each executive, within fourteen days after the execution of the agreement, a lump sum payment equal to the difference between the executive’s salary in effect prior to the effective date and the base salary called for under the executive’s agreement, during the period between the effective date and execution date.

Pursuant to the terms of the Employment Agreements, each executive’s annual compensation package includes (1) a base salary (as set forth above under “Base Annual Compensation”), subject to yearly determinations by the Compensation Committee of the Board (or the Board with the recommendation of the Compensation Committee), on each December 31^st, as to potential increases in salary, and (2) a bonus payment to be determined in the sole discretion of the Compensation Committee or the Board of Directors (the “Cash Bonus”). Each executive is also eligible for a yearly discretionary equity bonus (the “Equity Bonus”) equal to an amount as determined by the Board, with the recommendation of the Compensation Committee and based on the condition of the Company’s business and results of operations, the Compensation Committee’s evaluation of the executive’s individual performance for the relevant period, and the satisfaction of goals that may be established by the Compensation Committee. The Board of Directors and/or Compensation Committee may also authorize additional bonuses payable to the executives under the Employment Agreements from time to time, in their discretion, in cash or securities, separate from the annual bonuses payable thereunder.

Each Cash Bonus shall be paid in the Compensation Committee’s discretion at the same time annual bonuses are paid to other executives of the Company, in an amount determined by the Compensation Committee in its sole discretion, based on such criteria as the Compensation Committee deems relevant; provided that no Cash Bonus shall be paid at any time that the sum of the Current Ratios (defined below), at the end of the then last two completed calendar quarters that have been publicly filed with the SEC, divided by 2, totals less than 1.0. The Compensation Committee, or the Board, with the recommendation of the Compensation Committee, may also pay or grant discretionary Cash Bonuses or Equity Bonuses from time to time in their discretion, at any time, in its/their discretion. The Equity Bonus may be in the form of common stock, stock options or other equity consideration, in such amounts and with such terms as may be determined by the Compensation Committee or the Board, with the recommendation of the Compensation Committee, from time to time.

For the purposes of the Employment Agreements, “Current Ratio” means, as of the date of determination, (a) the current assets of the Company, divided by (b) the current liabilities of the Company, each as set forth in the financial statements of the Company as filed in the Company’s periodic reports with the SEC; except in the case of a Payment Date Current Ratio (defined below), which shall be calculated based on the Company’s internally generated financial statements, in accordance with generally accepted accounting principles, consistently applied.

The Cash Bonus is also only payable to the extent that, as of a date within 10 business days of the date the Cash Bonus is to be paid (the “Proposed Payment Date”), that the Company has a Current Ratio, after paying the Cash Bonus, and any other cash bonuses awarded by the Compensation Committee, which are unpaid as of such Proposed Payment Date, equal to at least 1.0 (the “Payment Date Current Ratio”). Notwithstanding the forgoing, the Cash Bonus will be paid not later than March 15^th of the year following the year in which the bonus is earned.

Mr. Haugh’s Employment Agreement also required the Company to grant Mr. Haugh options to purchase 150,000 shares of the Company’s common stock, which options were granted on May 14, 2023, with an exercise price of $6.46, vesting at the rate of 1/4^th of such options on each of April 17, 2024, 2025, 2026 and 2027.

Each executive is also paid an automobile allowance of $750 per month during the term of their Employment Agreement and is eligible to participate in our stock option plan and other benefit plans.

Each executive’s compensation under his employment agreement may be increased from time to time, by the Compensation Committee, or the Board of Directors (with the recommendation of the Compensation Committee), which increases do not require the entry into an amended employment agreement.

Each Employment Agreement prohibits the applicable executive party thereto from competing against us during the term of the agreement and for a period of twelve months after the termination of the agreement in any state and any other geographic area in which we or our subsidiaries provide Restricted Services or Restricted Products, directly or indirectly, during the twelve months preceding the date of the termination of the agreement. “Restricted Services” means the collection, trading, purchasing, processing, storing, aggregation, transportation, manufacture, distribution, recycling, storage, refinement, re-refinement and sale of Restricted Products; or dismantling, demolition, decommission and marine salvage services and any other services that we or our subsidiaries have provided or are researching, developing, performing and/or providing at any time during the two years immediately preceding the date of termination, or which the executive has obtained any trade secret or other confidential information about at any time during the two years immediately preceding the date of termination of the agreement. “Restricted Products” means renewable fuels, used motor oil, petroleum by-products, vacuum gas oil, aggregated feedstock, conventional crude refining and re-refined oil products, gasoline blendstock, pygas and fuel oil cutterstock, oil filters, engine coolant and/or other hydrocarbons and any other product, that we or our subsidiaries have provided or are researching, developing, manufacturing, distributing, refining, re-refining, aggregating, selling and/or providing at any time during the two years immediately preceding the date the agreement is terminated, or which the applicable executive obtained any trade secret or other confidential information in connection with at any time during the two years immediately preceding the date of termination of the agreement. The non-compete requirements described in the paragraph above, as well as the restriction on the executive to refrain, for a period of twelve months from the termination date, from soliciting customers of the Company with whom executive worked during the last year of executive’s employment with the Company and from soliciting employees of the Company to leave the employment of the Company, are defined as the “Non-Compete Provisions”. As discussed in greater detail below, at the Company’s option at any time the Company determines in its discretion to not renew an Employment Agreement (other than Mr. Rhame’s as discussed below) at such time that such agreement would have otherwise automatically renewed pursuant to its terms, the Company may determine to waive the Non-Compete Provisions, at which time no Severance Payment (as discussed below) would be due, or to pay the Severance Payment, at which time the Non-Compete Provisions would continue to apply pursuant to their terms. The Non-Compete Provisions do not apply to Mr. Rhame in the event his employment agreement expires at the end of the initial term thereof, provided that at the Company’s option, at least 60 days before April 30, 2024, the Company can request that Mr. Rhame negotiate an extension of his employment agreement or a consulting agreement with the Company in good faith during such 60 day period, provided that no request was made.

We may terminate an executive’s Employment Agreement (a) for “cause” which means (i) that the applicable executive has materially breached any obligation, duty, covenant or agreement under the agreement, which breach is not cured or corrected within thirty days of written notice thereof from the Company (except for breaches of the assignment of inventions or confidentiality/non-solicitation and non-compete provisions of the agreement, which cannot be cured and for which the Company need not give any opportunity to cure); (ii) the applicable executive’s willful failure or refusal to perform or nonperformance of his duties required by the Employment Agreement or assigned by the Company through the Board of Directors, and without a reasonable basis for executive to do so; provided, however, that the executive shall have first received written notice from the Company stating with specificity the nature of such failure and refusal and affording executive an opportunity, as soon as practicable, to correct the acts or omissions complained of, and failure of the applicable executive to cure such failure or refusal within thirty days after written notice; (iii) any gross negligence or willful misconduct of the applicable executive with regard to the Company or any of its subsidiaries resulting in a material economic loss to the Company or material damage to the Company’s reputation or business relationships; (iv) if the executive commits any act of misappropriation of funds or embezzlement; or (v) if the executive commits any act of fraud; or (vi) if the executive is convicted of, or pleads guilty or nolo contendere with respect to, theft, fraud, a crime involving moral turpitude, or a felony under federal or applicable state law; and, in the case of any of the above offenses, such offense casts reasonable doubt on such executive’s ability to perform his duties going forward; (b) in the event the applicable executive suffers a physical or mental disability which renders him unable to perform his duties and obligations for either 90 consecutive days or 180 days in any 12-month period; (c) for any reason without “cause”; or (d) upon expiration of the initial term of the agreement (or any renewal) upon notice as provided above. The agreements also automatically terminate upon the death of the applicable executive.

Each executive may terminate his employment (a) for “good reason” if there is (i) a material diminution in his authority, duties, or responsibilities; (ii) a material diminution in the authority, duties, or responsibilities or a requirement that executive report to an officer or employee of the Company rather than reporting to the Board; (iii) a material breach by the Company of the agreement, or (iv) a material diminution in the applicable executive’s Base Salary, in each case without his prior written consent; provided, however, prior to any such termination by the executive for “good reason,” the executive must first advise us in writing (within 60 days of the occurrence of such event) and provide us 30 days to cure, after which in the event we do not cure the issue leading to such “good reason” notice, the applicable executive has 30 days to resign for “good reason”); (b) for any reason without “good reason”; and (c) upon expiration of the initial term of the agreement (or any renewal) upon notice as provided above.

If the applicable executive’s employment is terminated due to his death or disability, the executive or his estate is entitled to a lump sum cash severance payment equal to the sum of (i) the executive’s Base Salary accrued through the termination date; (ii) any unpaid Cash Bonus for the prior year that would have been paid had executive not been terminated prior to such payment; and (iii) the pro rata amount of the current year’s bonus (through the end of the month of termination), which would have been payable to the executive, had the executive been employed through the end of the then current calendar year, based on the Board or Compensation Committee’s good faith assessment of the amount which would have been paid to executive as a cash bonus for such calendar year, based on the Company’s and executive’s quantifiable performance through the date of termination, and the Board or Compensation Committee’s customary bonus determination matrix, with rankings based on the Company’s peer group and the Board or Compensation Committee’s individual rankings of such matrix items, in each case utilizing the Company’s then current process for determining bonuses as determined by the Committee in their reasonable discretion (the “Good Faith Bonus Determination”). Such amount shall be paid within 60 days after the termination date. Additionally, and notwithstanding anything to the contrary in any equity agreement, any unvested stock options or equity compensation held by executive upon such termination shall vest and shall be exercisable until the earlier of (A) ninety days from the date of termination and (B) the latest date upon which such stock options or equity would have expired by their original terms under any circumstances, provided that such provisions shall not affect any equity awards outstanding prior to the date of the Employment Agreements.

If an executive’s employment is terminated by executive without “good reason” or his non-renewal of the agreement, or by non-renewal by the Company, providing for a waiver of the Non-Compete Provisions (defined above), or by the Company with cause, the executive is entitled to his Base Salary accrued through the termination date and no other benefits other than continuation of health insurance benefits on the terms and to the extent required by COBRA, or such other similar law or regulation as may be applicable to the executive or the Company with respect to the executive. Additionally, any unvested stock options or equity compensation held by executive shall immediately terminate and be forfeited (unless otherwise provided in the applicable award) and any previously vested stock options (or if applicable equity compensation) shall be subject to terms and conditions set forth in the applicable equity agreement, as such may describe the rights and obligations upon termination of employment of executive.

If an executive’s employment is terminated by such executive for “good reason”, or by the Company without “cause”, or by the Company’s non-renewal, providing that the Non-Compete Provisions shall continue to apply (other than Mr. Rhame’s as discussed below), (a) such executive is entitled to his base salary accrued through the termination date and any unpaid Cash Bonus for the prior completed calendar year that would have been paid had executive not been terminated prior to such payment, plus a lump sum cash severance payment equal to the sum of (i) an amount equal to the executive’s current annual Base Salary plus (ii) an amount equal to the Good Faith Bonus Determination of the bonus which should have been due for the full calendar year containing the termination date (collectively, (i) and (ii), the “Severance Payment”); and (b) provided executive elects to receive continued health insurance coverage through COBRA, the Company will pay executive’s monthly COBRA contributions for health insurance coverage, as may be amended from time to time (less an amount equal to the premium contribution paid by active Company employees, if any) for twelve months following the termination date (the “Health Payment”); provided, however, that if at any time executive is covered by a substantially similar level of health insurance through subsequent employment or otherwise, the Company’s health benefit obligations shall immediately cease, and the Company shall have no further obligation to make the Health Payment. Additionally, and notwithstanding anything to the contrary in any equity agreement, any unvested stock options or equity compensation previously granted to the executive will vest immediately upon such termination and shall be exercisable by the executive until the earlier of (A) three months from the date of termination and (B) the latest date upon which such stock options or equity would have expired by their original terms under any circumstances, provided that such provisions shall not affect any equity awards outstanding prior to the date of the Employment Agreements. The Severance Payment shall be paid in cash within sixty days after the termination date. The Severance Payment is not due to Mr. Rhame in the event his employment agreement expires at the end of the initial term thereof.

As a condition to each executive’s right to receive any Severance Payment, (A) the executive must execute and deliver to the Company a written release in form and substance satisfactory to the Company, of any and all claims against the Company and all directors and officers of the Company with respect to all matters arising out of executive’s employment, or the termination thereof (other than claims for entitlements under the terms of the agreement or plans or programs of the Company in which executive has accrued a benefit), which must be effective by the 90^th day following his termination date; and (B) executive must not have breached any of his covenants and agreements under the Agreement relating to assignment of inventions and confidentiality, including the non-solicitation and non-compete provisions thereof, which shall continue following the termination date.

If a Change of Control (as defined below) occurs during the term of the agreement, or within six months after an executive’s termination of employment by him for good reason or by the Company without cause (but not non-renewal), the Company is required to pay executive, within 60 days following the date of such Change of Control, a cash payment in a lump sum in an amount equal to (x) minus (y) where (x) equals 3.0 times the sum of (a) the most recent annual Base Salary of the executive; and (b) the amount of the most recent Cash Bonus paid to the executive (the “Change of Control Payment”) and (y) equals the amount of any Severance Payment actually paid to executive. If the applicable Employment Agreement has been terminated prior to any Cash Bonus being awarded pursuant to the agreement or if the most recent Cash Bonus was zero, (x)(b) above is replaced with an amount equal to the greater of (1) the amount of executive’s most recent annual cash bonus awarded by the Compensation Committee or the Board (“Most Recent Cash Bonus”); and (2) the amount of executive’s annual cash bonus awarded by the Compensation Committee or the Board for the year immediately preceding the Most Recent Cash Bonus (the “Preceding Year Bonus”). Additionally, following a change of control termination, all outstanding stock options and other equity compensation held by an executive are exercisable by the executive pursuant to the terms thereof until the earlier of (A) three months from his termination date and (B) the latest date upon which such stock options and other equity compensation would have expired by their original terms under any circumstances; provided any equity awards outstanding prior to the entry into the Employment Agreement continue to be governed by the terms set forth in such award agreements.

“Change of Control” for the purposes of the Employment Agreements means: (a) any person obtaining beneficial ownership representing more than 50% of the total voting power represented by our then outstanding voting securities without the approval of not fewer than two-thirds of our Board of Directors; (b) a merger or consolidation of us whether or not approved by our Board of Directors, other than a merger or consolidation that would result in our voting securities immediately prior thereto continuing to represent at least 50% of the total voting power outstanding immediately after such merger or consolidation, (c) our shareholders approving a plan of complete liquidation or an agreement for the sale or disposition by us of all or substantially all of our assets, or (d) as a result of the election of members to our Board of Directors, a majority of the Board of Directors consists of persons who are not members of the Board of Directors on the dates the Employment Agreements were originally entered into, except in the event that such slate of directors is proposed by a committee of the Board of Directors.

The Employment Agreements also contain standard assignment of inventions, indemnification and confidentiality provisions. Further, each executive is subject to non-solicitation covenants during the term of the agreement.

Although each executive will be prohibited from competing with us while he is employed with us, he will only be prohibited from competing for twelve months after his employment with us ends pursuant to his employment agreement (subject to the terms thereof, and the Company’s option to terminate such non-compete provisions under certain circumstances as discussed above and subject to Mr. Rhame’s agreement which includes no non-compete obligations upon the expiration of his employment agreement at the end of its initial term). Accordingly, each executive could be in a position to use industry experience gained while working with us to compete with us.

Each Employment Agreement also includes a provision providing that any portion of the payments and benefits paid under the Employment Agreements, as well as any other payments and benefits which an executive receives pursuant to a Company plan or other arrangement, shall be subject to a clawback (a) to the extent necessary to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any SEC rule or any other applicable law; and/or (b) any policy adopted by the Company and applicable generally to the executive and other officers of the Company, relating to the recovery of compensation granted, paid, delivered, awarded or otherwise provided to executive by the Company or its subsidiaries or any of their respective affiliates, as applicable, as may be amended from time to time, including the Clawback Policy discussed below under “Corporate Governance—Compensation Recovery and Clawback Policies”.

Separately, Mr. Cowart’s Employment Agreement provides that for so long as he is still employed by the Company, the Board shall nominate him to be elected to serve on the Board at each meeting of the Company’s shareholders held during the term of his Employment Agreement.

2023 Grants of Plan-Based Awards

The following table provides additional information about equity incentive awards granted to our Named Executive Officers during the fiscal year ended December 31, 2023. All stock options granted to our Named Executive Officers in 2023 were granted under the 2019 Equity Incentive Plan and 2020 Equity Incentive Plan (75,000 of the options granted to Mr. Haugh, below).

Name	Grant Date⁽¹⁾		All Other Option Awards: Number of Securities Underlying Options^(#)			Exercise or Base Price of Option Awards ($/Sh)⁽²⁾		Grant Date Fair Value of Stock and Option Awards ($)⁽³⁾
Benjamin P. Cowart		5/14/2023		48,603	⁽¹⁾		$6.46	$228,000
Chris Carlson		5/14/2023		26,433	⁽¹⁾		$6.46	$124,000
Alvaro Ruiz		5/14/2023		24,301	⁽¹⁾		$6.46	$114,000
James Rhame		5/14/2023		31,976	⁽¹⁾		$6.46	$150,000
Douglas Haugh		5/14/2023		150,000	⁽¹⁾		$6.46	$703,500

(1)	Vest at the rate of 1/4^th of such options on the first, second, third and fourth anniversaries of the grant dates. The options have a term of 10 years.

(2)	The exercise price of the stock options is the closing price of the Company’s stock on the grant date.

(3)	Computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 718.

See “Compensation Discussion and Analysis”, above, for an explanation of the amount of salary and bonus in proportion to total compensation and a description of the material terms of plan-based awards.

Other than as described above, no equity or non-equity incentive plan awards were made to executive officers during 2023.

Outstanding Equity Awards at Fiscal Year-End

Name	Number of securities underlying unexercised options (#) Exercisable		Number of securities underlying unexercised options (#) Unexercisable			Equity Incentive Plan Awards: Number of Securities underlying unexercised unearned options (#)		Option exercise price ($)		Option expiration date
Benjamin P. Cowart Chief Executive Officer and President
		163,000		—			—	$	1.60	5/20/2024
		201,865		67,288	(1)		—	$	0.86	6/19/2025
		48,260		48,260	(2)		—	$	2.12	5/14/2026
		7,203		21,610	(3)		—	$	13.09	5/12/2027
		—		48,603	(4)		—	$	6.46	5/14/2033

Chris Carlson Chief Financial Officer
		75,000		—			—	$	3.15	6/24/2025
		125,000		—			—	$	0.97	8/20/2027
		108,000		—			—	$	1.14	4/12/2028
		69,000		—			—	$	1.45	5/20/2029
		160,835		53,611	(1)		—	$	0.78	6/19/2030
		33,680		33,680	(2)		—	$	1.92	5/12/2031
		4,549		13,647	(3)		—	$	11.90	5/12/2032
		—		26,433	(4)		—	$	6.46	5/14/2033

James Rhame
Chief Operating Officer		—		31,976	(4)		—	$	6.46	5/14/2033

Alvaro Ruiz
Chief Strategy Officer
		50,000		50,000	(2)		—	$	1.92	5/12/2031
		—		24,301	(4)		—	$	6.46	5/14/2033

Douglas Haugh
Chief Commercial Officer		—		150,000	(4)		—	$	6.46	5/14/2033

(1) Vest on June 19, 2024, subject to the holder’s continued service to the Company and the terms of such award agreements.

(2) Vest at the rate of 1/2 of such options on each of May 12, 2024 and 2025, subject to the holder’s continued service to the Company and the terms of such award agreements.

(3) Vest at the rate of 1/3rd of such total options on each of May 12, 2024, 2025 and 2026, subject to the holder’s continued service to the Company and the terms of such award agreements.

(4) Vest at the rate of 1/4^th of such options on each of May 14, 2024, 2025, 2026 and 2027, subject to the holder’s continued service to the Company and the terms of such award agreements.

Our executives have no outstanding, vested, unvested, earned or unearned stock awards outstanding as of December 31, 2023.

Option Exercises and Stock Vested During Fiscal 2023

			Option Awards
Name		Number of Shares Acquired on Exercise	Value Realized on Exercise ⁽¹⁾
Benjamin P. Cowart		166,000	$	1,138,760
Chris Carlson		100,000	$	303,000
James Rhame		—		—
Alvaro Ruiz	31,250		$	159,188
Douglas Haugh		—		—

(1)

The dollar amounts shown are determined by multiplying the number of shares of the Company’s common stock by the difference between the per-share market price of the Company’s common stock at the time of exercise (i.e., the closing price) and the exercise price of the options.

Stock Awards

No stock vested to any Named Executive Officers during fiscal 2023.

Fiscal Year 2023 Pension Benefits

Our Named Executive Officers did not participate in, or otherwise receive any benefits under, any defined benefit pension or retirement plan sponsored by us during fiscal year 2023.

Fiscal Year 2023 Nonqualified Deferred Compensation

Our Named Executive Officers did not participate in, or earn any benefits under, a non-qualified deferred compensation plan sponsored by us during fiscal year 2023.

Potential Payments Upon Termination or Change-in-Control

This section explains the payments and benefits to which our currently employed Named Executive Officers are entitled in various termination of employment and change-in-control scenarios.

If the applicable executive’s employment is terminated due to his death or disability, the executive or his estate is entitled to a lump sum cash severance payment equal to the sum of (i) the executive’s Base Salary accrued through the termination date; (ii) any unpaid Cash Bonus for the prior year that would have been paid had executive not been terminated prior to such payment; and (iii) the pro rata amount of the current year’s bonus (through the end of the month of termination), which would have been payable to the executive, had the executive been employed through the end of the then current calendar year, based on the Board or Compensation Committee’s good faith assessment of the amount which would have been paid to executive as a cash bonus for such calendar year, based on the Company’s and executive’s quantifiable performance through the date of termination, and the Board or Compensation Committee’s customary bonus determination matrix, with rankings based on the Company’s peer group and the Board or Compensation Committee’s individual rankings of such matrix items, in each case utilizing the Company’s then current process for determining bonuses as determined by the Committee in their reasonable discretion. Such amount shall be paid within 60 days after the termination date. Additionally, and notwithstanding anything to the contrary in any equity agreement, any unvested stock options or equity compensation held by executive upon such termination shall vest and shall be exercisable until the earlier of (A) ninety days from the date of termination and (B) the latest date upon which such stock options or equity would have expired by their original terms under any circumstances, provided that such provisions shall not affect any equity awards outstanding prior to the date of the Employment Agreements.

If an executive’s employment is terminated by executive without “good reason” or his non-renewal of the agreement, or by non-renewal by the Company, providing for a waiver of the Non-Compete Provisions (discussed above under “New Executive Employment Agreements”), or by the Company with cause, the executive is entitled to his Base Salary accrued through the termination date and no other benefits other than continuation of health insurance benefits on the terms and to the extent required by COBRA, or such other similar law or regulation as may be applicable to the executive or the Company with respect to the executive. Additionally, any unvested stock options or equity compensation held by executive shall immediately terminate and be forfeited (unless otherwise provided in the applicable award) and any previously vested stock options (or if applicable equity compensation) shall be subject to terms and conditions set forth in the applicable equity agreement, as such may describe the rights and obligations upon termination of employment of executive.

If an executive’s employment is terminated by such executive for “good reason”, or by the Company without “cause”, or by the Company’s non-renewal, providing that the Non-Compete Provisions shall continue to apply (other than Mr. Rhame’s as discussed below), (a) such executive is entitled to his base salary accrued through the termination date and any unpaid Cash Bonus for the prior completed calendar year that would have been paid had executive not been terminated prior to such payment, plus a lump sum cash severance payment equal to the sum of (i) an amount equal to the executive’s current annual Base Salary plus (ii) an amount equal to the Good Faith Bonus Determination of the bonus which should have been due for the full calendar year containing the termination date; and (b) provided executive elects to receive continued health insurance coverage through COBRA, the Company will pay executive’s monthly COBRA contributions for health insurance coverage, as may be amended from time to time (less an amount equal to the premium contribution paid by active Company employees, if any) for twelve months following the termination date; provided, however, that if at any time executive is covered by a substantially similar level of health insurance through subsequent employment or otherwise, the Company’s health benefit obligations shall immediately cease, and the Company shall have no further obligation to make the Health Payment. Additionally, and notwithstanding anything to the contrary in any equity agreement, any unvested stock options or equity compensation previously granted to the executive will vest immediately upon such termination and shall be exercisable by the executive until the earlier of (A) three months from the date of termination and (B) the latest date upon which such stock options or equity would have expired by their original terms under any circumstances, provided that such provisions shall not affect any equity awards outstanding prior to the date of the Employment Agreements. The Severance Payment shall be paid in cash within sixty days after the termination date. The Severance Payment is not due to Mr. Rhame in the event his employment agreement expires at the end of the initial term thereof.

If a Change of Control (as defined below) occurs during the term of the agreement, or within six months after an executive’s termination of employment by him for good reason or by the Company without cause (but not non-renewal), the Company is required to pay executive, within 60 days following the date of such Change of Control, a cash payment in a lump sum in an amount equal to (x) minus (y) where (x) equals 3.0 times the sum of (a) the most recent annual Base Salary of the executive; and (b) the amount of the most recent Cash Bonus paid to the executive and (y) equals the amount of any Severance Payment actually paid to executive. If the applicable Employment Agreement has been terminated prior to any Cash Bonus being awarded pursuant to the agreement or if the most recent Cash Bonus was zero, (x)(b) above is replaced with an amount equal to the greater of (1) the amount of executive’s most recent annual cash bonus awarded by the Compensation Committee or the Board; and (2) the amount of executive’s annual cash bonus awarded by the Compensation Committee or the Board for the year immediately preceding the Most Recent Cash Bonus. Additionally, following a change of control termination, all outstanding stock options and other equity compensation held by an executive are exercisable by the executive pursuant to the terms thereof until the earlier of (A) three months from his termination date and (B) the latest date upon which such stock options and other equity compensation would have expired by their original terms under any circumstances; provided any equity awards outstanding prior to the entry into the Employment Agreement continue to be governed by the terms set forth in such award agreements.

“Change of Control” for the purposes of the Employment Agreements mean: (a) any person obtaining beneficial ownership representing more than 50% of the total voting power represented by our then outstanding voting securities without the approval of not fewer than two-thirds of our Board of Directors; (b) a merger or consolidation of us whether or not approved by our Board of Directors, other than a merger or consolidation that would result in our voting securities immediately prior thereto continuing to represent at least 50% of the total voting power outstanding immediately after such merger or consolidation, (c) our shareholders approving a plan of complete liquidation or an agreement for the sale or disposition by us of all or substantially all of our assets, or (d) as a result of the election of members to our Board of Directors, a majority of the Board of Directors consists of persons who are not members of the Board of Directors on the dates the Employment Agreements were originally entered into, except in the event that such slate of directors is proposed by a committee of the Board of Directors.

Potential Payments upon Termination or Change in Control Table

The following table presents the estimated payments and benefits that would be received by each of our Named Executive Officers under their employment agreements, assuming that termination of employment and/or change-in-control occurred on December 31, 2023, the last day of our 2023 fiscal year, and that any change-in-control was at our fiscal year-end closing stock price of $3.39 per share. The footnotes to the table explain the general provisions applicable to each situation. In addition, our employment agreements do not provide for any gross-ups for taxes due on any payments described in this section.

The intent of this section is to isolate those payments and benefits for which the amount, vesting, or time of payment is altered by the described termination or change-in-control situations. Because of that focus, this section does not cover all amounts the Named Executive Officers will receive following termination.

This table is intended only for illustrative purposes; the rights and benefits due to any named executive officer upon an actual termination of employment or change in control of the Company can only be determined at the time of such event, based on circumstances then existing and arrangements then in effect.

	Termination due to Death or Disability		Termination Without “Good Reason” by Executive; Executive Non-Renewal; Non-Renewal by the Company, Providing for a Waiver of the Non-Compete Provisions; or by the Company with “Cause”		Termination for “Good Reason” by Executive; by the Company Without “Cause”; or by the Company’s Non-Renewal, Providing That the Non-Compete Provisions Continue to Apply		If a Change of Control Occurs (a) During the Term of the Agreement, or (b) Within Six Months After an Executive’s Termination of Employment for “Good Reason” by Executive or by the Company Without Cause (but Not Non-Renewal)
Name	($)		($)(1)		($)(2)		($)(3)
Benjamin P. Cowart
Cash Payment		—		—		521,116		1,563,348
COBRA Payments		—		—		30,601		—
Acceleration of Time Vesting Options (Value as of December 31, 2023)		—		—		231,529		231,529
Bonus		202,000		—		202,000		606,000
Total Termination Benefits		433,529		—		985,246		2,400,877
Chris Carlson
Cash Payment		—		—		322,402		967,206
COBRA Payments		—		—		30,601		—
Acceleration of Time Vesting Options (Value as of December 31, 2023)		—		—		189,434		189,434
Bonus (1)		101,000		—		101,000		303,000
Total Termination Benefits		—		—		643,437		1,459,640
James Rhame
Cash Payment		—		—		320,375		961,125
COBRA Payments		—		—		21,717		17,169
Acceleration of Time Vesting Options (Value as of December 31, 2023)		—		—		—		—
Bonus		—		—		—		—
Total Termination Benefits		—		—		363,809		961,125
Alvaro Ruiz
Cash Payment		—		—		306,181		918,543
COBRA Payments		—		—		24,334		—
Acceleration of Time Vesting Options (Value as of December 31, 2023)		170,239		—		73,500		73,500
Bonus		—		—		—		—
Total Termination Benefits		91,163		—		404,205		992,043
Douglas Haugh
Cash Payment		—		—		390,981		1,172,943
COBRA Payments		—		—		24,334		—
Acceleration of Time Vesting Options (Value as of December 31, 2023)		—		—		—		—
Bonus		—		—		—		—
Total Termination Benefits		17,663		—		415,205		1,172,943

(1) For each of Mr. Cowart, Mr. Carlson, Mr. Rhame, Mr. Ruiz and Mr. Haugh, if their employment is terminated due to their death or disability, the executive or his estate is entitled to a lump sum cash severance payment equal to the sum of (i) the executive’s base salary accrued through the termination date; (ii) any unpaid cash bonus for the prior year that would have been paid had executive not been terminated prior to such payment; and (iii) the pro rata amount of the current year’s bonus (through the end of the month of termination), which would have been payable to the executive, had the executive been employed through the end of the then current calendar year, based on the Board or Compensation Committee’s good faith assessment of the amount which would have been paid to executive as a cash bonus for such calendar year, based on the Company’s and executive’s quantifiable performance through the date of termination, and the Board or Compensation Committee’s customary bonus determination matrix, with rankings based on the Company’s peer group and the Board or Compensation Committee’s individual rankings of such matrix items, in each case utilizing the Company’s then current process for determining bonuses as determined by the Committee in their reasonable discretion. Additionally, and notwithstanding anything to the contrary in any equity agreement, any unvested stock options or equity compensation held by executive upon such termination shall vest and shall be exercisable until the earlier of (A) ninety days from the date of termination and (B) the latest date upon which such stock options or equity would have expired by their original terms under any circumstances, provided that such provisions shall not affect any equity awards outstanding prior to the date of the Employment Agreements. For purposes of the table above, in lieu of the pro rata amount of the current year’s bonus, we have used the actual amount of the bonus paid for fiscal 2023.

(2) For each of Mr. Cowart, Mr. Carlson, Mr. Rhame, Mr. Ruiz and Mr. Haugh , if an executive’s employment is terminated by executive without “good reason” or his non-renewal of the agreement, or by non-renewal by the Company, providing for a waiver of the Non-Compete Provisions (as discussed above under “Executive Compensation” - “Employment Agreements” - “New Executive Employment Agreements”), or by the Company with cause, the executive is entitled to his base salary accrued through the termination date and no other benefits other than continuation of health insurance benefits on the terms and to the extent required by COBRA (at the executive’s expense), or such other similar law or regulation as may be applicable to the executive or the Company with respect to the executive. Additionally, any unvested stock options or equity compensation held by executive shall immediately terminate and be forfeited (unless otherwise provided in the applicable award) and any previously vested stock options (or if applicable equity compensation) shall be subject to terms and conditions set forth in the applicable equity agreement, as such may describe the rights and obligations upon termination of employment of executive.

(3) For each of Mr. Cowart, Mr. Carlson, Mr. Rhame, Mr. Ruiz and Mr. Haugh, if their employment is terminated by such executive for “good reason”, or by the Company without “cause”, or by the Company’s non-renewal, providing that the Non-Compete Provisions shall continue to apply (other than Mr. Rhame’s as discussed above under “Executive Compensation” — “Employment Agreements” — “New Executive Employment Agreements”), (a) such executive is entitled to his base salary accrued through the termination date and any unpaid Cash Bonus for the prior completed calendar year that would have been paid had executive not been terminated prior to such payment, plus a lump sum cash severance payment equal to the sum of (i) an amount equal to the executive’s current annual base salary plus (ii) an amount equal to the Good Faith Bonus Determination of the bonus which should have been due for the full calendar year containing the termination date (collectively, (i) and (ii), the “Severance Payment”); and (b) the Health Payment (see Footnote (4)). Additionally, and notwithstanding anything to the contrary in any equity agreement, any unvested stock options or equity compensation previously granted to the executive will vest immediately upon such termination and shall be exercisable by the executive until the earlier of (A) three months from the date of termination and (B) the latest date upon which such stock options or equity would have expired by their original terms under any circumstances, provided that such provisions shall not affect any equity awards outstanding prior to the date of the Employment Agreements. The Severance Payment is not due to Mr. Rhame in the event his employment agreement expires at the end of the initial term thereof.

(4) For each of Mr. Cowart, Mr. Carlson, Mr. Rhame, Mr. Ruiz and Mr. Haugh, if a Change of Control (as defined above) occurs during the term of the agreement, or within six months after an executive’s termination of employment by him for good reason or by the Company without cause (but not non-renewal), the Company is required to pay executive, within 60 days following the date of such Change of Control (as defined in their agreements), a cash payment in a lump sum in an amount equal to (x) minus (y) where (x) equals 3.0 times the sum of (a) the most recent annual base salary of the executive; and (b) the amount of the most recent Cash Bonus paid to the executive (subject to certain exceptions as discussed above under “Executive Compensation” — “Employment Agreements” — “New Executive Employment Agreements”). Additionally, following a change of control termination, all outstanding stock options and other equity compensation held by an executive are exercisable by the executive pursuant to the terms thereof until the earlier of (A) three months from his termination date and (B) the latest date upon which such stock options and other equity compensation would have expired by their original terms under any circumstances; provided any equity awards outstanding prior to the entry into the Employment Agreement continue to be governed by the terms set forth in such award agreements. In each case, assumes no prior Severance Payment and no termination of employment in connection with such Change of Control.

(5) Where applicable as required by the terms of the agreement, and provided the executive elects to receive continued health insurance coverage through COBRA, the Company will pay executive’s monthly COBRA contributions for health insurance coverage, as may be amended from time to time (less an amount equal to the premium contribution paid by active Company employees, if any) for twelve months following the termination date (the “Health Payment”); provided, however, that if at any time executive is covered by a substantially similar level of health insurance through subsequent employment or otherwise, the Company’s health benefit obligations shall immediately cease, and the Company shall have no further obligation to make the Health Payment. Costs are based on the current health insurance costs of each of the Named Executive Officers.

(6) The amounts reported for “Acceleration of Time Vesting Options (Value as of December 31, 2023)” represents the number of shares of our common stock subject to unvested and unexercised options to purchase shares of our common stock outstanding as of the last day of the last completed fiscal year multiplied by $3.39 per share, which represents the closing market price of our common stock on December 29, 2023, the last trading day of fiscal year 2023, less the applicable exercise price. For information on outstanding and unvested options held by each Named Executive Officer as of December 31, 2023, see the “Outstanding Equity Awards At Fiscal Year-End” table, above. Certain accelerated stock options were underwater as of December 31, 2023, and thus no value is attributed to the acceleration of such stock options. If the stock options were not immediately exercised, the value realized by the executives could differ from that disclosed. However, this value is not readily ascertainable since it depends upon a number of unknown factors, such as the date of exercise and the value of the underlying Company common stock on that date.

(7) For purposes of the table above, (i) any unpaid cash bonus for the prior year that would have been paid had executive not been terminated prior to such payment (which for purposes of the calculations above would be for the full year ended December 31, 2023, with an assumed termination date of December 31, 2023); (ii) an amount equal to the Good Faith Bonus Determination of the bonus which should have been due for the full calendar year containing the termination date (which for purposes of the calculations above would be for the full year ended December 31, 2023, with an assumed termination date of December 31, 2023); and (iii) the amount of the most recent cash bonus paid to the executive, are all based on the bonus paid to such individuals for fiscal 2023.

The terms of each Named Executive Officer’s employment agreement, including the provisions requiring payments upon termination and/or change of control, are discussed in greater detail above “Executive Compensation” — “Prior Executive Employment Agreements” and “New Executive Employment Agreements”.

Non-compete Information

The employment agreement of each of our Named Executive Officers prohibits the applicable executive party thereto from competing against us during the term of the agreement and for a period of twelve months after the termination of the agreement in any state and any other geographic area in which we or our subsidiaries provide Restricted Services or Restricted Products, directly or indirectly, during the twelve months preceding the date of the termination of the agreement, each as discussed in greater detail above under “Executive Compensation” — “Prior Executive Employment Agreements” and “New Executive Employment Agreements”; provided that the Non-Compete Provisions do not apply to Mr. Rhame in the event his employment agreement expires at the end of the initial term thereof, provided that at the Company’s option, at least 60 days before April 30, 2024, the Company can request that Mr. Rhame negotiate an extension of his employment agreement or a consulting agreement with the Company in good faith during such 60 day period, which notice was not provided.

Equity Compensation Plans

Under the Company’s currently outstanding effective equity compensation plans, upon the occurrence of:

(i) the adoption of a plan of merger or consolidation of the Company with any other corporation or association as a result of which the holders of the voting capital stock of the Company as a group would receive less than 50% of the voting capital stock of the surviving or resulting corporation;

(ii) the approval by the Board of Directors of an agreement providing for the sale or transfer (other than as security for obligations of the Company) of substantially all of the assets of the Company; or

(iii) in the absence of a prior expression of approval by the Board of Directors, the acquisition of more than 20% of the Company’s voting capital stock by any person within the meaning of Rule 13d-3 under the Securities Act (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company); and unless otherwise provided in the award agreement with respect to a particular award, all outstanding stock options will become immediately exercisable in full, subject to any appropriate adjustments, and will remain exercisable for the remaining option period, regardless of any provision in the related award agreement limiting the ability to exercise such stock option or any portion thereof for any length of time. All outstanding performance shares with respect to which the applicable performance period has not been completed shall be paid out as soon as practicable; and all outstanding shares of restricted stock with respect to which the restrictions have not lapsed shall be deemed vested and all such restrictions shall be deemed lapsed and the restriction period ended.

Additionally, after the merger of one or more corporations into the Company, any merger of the Company into another corporation, any consolidation of the Company and one or more corporations, or any other corporate reorganization of any form involving the Company as a party thereto and involving any exchange, conversion, adjustment or other modification of the outstanding shares of the common stock, each participant shall, at no additional cost, be entitled, upon any exercise of such participant’s stock option, to receive, in lieu of the number of shares as to which such stock option shall then be so exercised, the number and class of shares of stock or other securities or such other property to which such participant would have been entitled to pursuant to the terms of the agreement of merger or consolidation or reorganization, if at the time of such merger or consolidation or reorganization, such participant had been a holder of record of a number of shares of common stock equal to the number of shares as to which such stock option shall then be so exercised.

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Regulation 402(u) of Regulation S-K, we are providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of Benjamin P. Cowart, our President and CEO.

For fiscal year 2023,

●

The median of the annual total compensation of all our employees, other than Mr. Cowart, was $108,558.

●

Mr. Cowart’s annual total compensation was $1,003,071, as reported in the Total column of the “Summary Executive Compensation Table” on page 30.

●

Based on this information, the ratio of the annual total compensation of Mr. Cowart to the median of the annual total compensation of all employees is estimated to be 11:1.

Identification of Median Employee

For purposes of the foregoing CEO pay ratio disclosure, we were required to identify the “median employee” of our workforce, without regard to their location, compensation arrangements or employment status (full-time versus part-time) and then determine the annual total compensation that “median employee” earned during 2023. We determined our “median employee” during 2023 for purposes of determining our CEO pay ratio for that year by identifying the employee whose compensation was at the median of the compensation of our employee population (other than our CEO) for 2023. The applicable SEC rules require us to identify a “median employee” only once every three years, as long as there have been no material changes in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our CEO pay ratio disclosure.

To identify the median of the annual total compensation of all employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps:

(1)

We selected December 31, 2023, as the date on which to determine our median employee. As of that date, we had 432 employees, with 432 employees based in the United States and no employees located outside of the United States.

(2)

For purposes of identifying the median employee from our employee population base, we considered total cash compensation, as compiled from our payroll records. We selected total cash compensation as it represents the principal form of compensation delivered to all our employees and this information is readily available. In addition, we measured compensation for purposes of determining the median employee using the year-to-date period ended December 31, 2023.

(3)

Using this methodology, to determine our median employee we reviewed the 2022 earnings of each listed employee, and annualized for any full-time or part-time employee who did not work for the Company for the entire year. In determining the annual total compensation of the median employee, such employee’s compensation was calculated in accordance with Item 402(c)(2)(x) of Regulation S-K, as required pursuant to the SEC executive compensation disclosure rules.

Our CEO pay ratio information is a reasonable good faith estimate calculated in a manner consistent with the SEC pay ratio rules and methods for disclosure. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations, geographic footprints and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Pay Versus Performance

The following table provides information required by Item 402(v) of Regulation S-K, and sets forth information about the relationship between executive compensation actually paid and certain financial performance of the company. Compensation Actually Paid (CAP) in the table below does not necessarily represent cash and/or equity value transferred to the applicable named executive officer without restriction, but rather is a valuation calculated under applicable SEC rules. In general, CAP is calculated as summary compensation table total compensation adjusted to include the fair market value of equity awards as of December 31, 2023 or, if earlier, the vesting date (rather than the grant date) and factor in dividends and interest accrued with respect to such awards (if any). For purposes of the disclosure below, no pension valuation adjustments were required and no dividends or interest were accrued.

The Board of Directors and the Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

Year	Summary Compensation Table Total for PEO⁽¹⁾	Compensation Actually Paid to PEO⁽³⁾	Average Summary Compensation Table Total for non-PEO Named Executive Officers⁽²⁾	Average Compensation Actually Paid to non-PEO Named Executive Officers⁽³⁾	Value of Initial Fixed $100 Investment Based On:		Net Loss ($ Millions)⁽⁶⁾	Adjusted EBITDA ($ Millions)⁽⁷⁾
					Total Shareholder Return⁽⁴⁾	Peer Group Total Shareholder Return⁽⁵⁾
2023	$1,003,071	$353,054	$670,019	$370,881	$220.13	$235.90	(71.49)	$17.13
2022	$1,570,438	$2,996,032	$932,371	$1,432,239	$402.60	$188.26	(5.25)	$160.99
2021	$730,995	$2,755,731	$563,315	$1,948,979	$294.16	$160.80	(20.61)	$21.60
2020	$612,261	$305,849	$443,122	$252,526	$46.22	$98.05	(30.76)	($2.8)

(4)		Assumes $100 invested in our common shares on December 31, 2019, and calculated by based on the difference between the share price of our common stock at the end and the beginning of the measurement period, and reinvestment of all dividends.
(5)		The peer group used by the Company consists of the companies used in the Company’s performance graph as required by Item 201(e) of Regulation S-K and reported in Part II, Item 5 of its annual report on Form 10-K for the fiscal year ended December 31, 2023, namely, Heritage-Crystal Clean (through December 31, 2022), Calumet Specialty Products Partners L.P., Par Pacific Holdings, Inc., Aemetis, Inc., Clean Energy Fuels, Corp. and Clean Harbors, Inc.
(6)		The dollar amounts reported represent the amount of net income (loss) attributable to common stockholders reflected in our consolidated audited financial statements for the applicable year.
(7)		Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, and amortization (EBITDA), and before other income, impairment loss on assets, unrealized (gain)/loss on hedging activities, (gain)/loss on hedge roll (backwardation), environmental clean-up reserve, loss (gain) on change in value of derivative warrant liability, unrealized (gain) loss on derivative instruments, gain (loss) on intermediation agreement, Shell transaction related and acquisition expenses and stock-based compensation expense (for continued and discontinued operations) and other unusual or non-recurring items. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance.

(1)

Benjamin P. Cowart was our CEO (our Principal Executive Officer (PEO)) for each of the years presented. The amount reported for each year are the amounts of total compensation reported for Mr. Cowart in the “Total” column of the “Summary Executive Compensation Table”, above.

(2)

During 2023, our non-CEO Named Executive Officers (NEOs) consisted of Chris Carlson, Chief Financial Officer, James Rhame, Chief Operating Officer, Alvaro Ruiz, Chief Strategy Officer, and Douglas Haugh, Chief Commercial Officer. During 2022, our non-CEO Named Executive Officers (NEOs) consisted of Chris Carlson, Chief Financial Officer, James Rhame, Chief Operating Officer, John Strickland, Former Chief Operating Officer and Alvaro Ruiz, Chief Strategy Officer. During 2021 and 2020, our non-CEO NEOs consisted of Chris Carlson, Chief Financial Officer, and John Strickland, Former Chief Operating Officer.

(3)

Compensation “actually paid” is calculated in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the applicable persons during 2023, 2022, 2021 or 2020. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments set forth below were made to Mr. Cowart’s total compensation and to the total compensation of the non-PEO NEOs, for 2023, 2022, 2021 and 2020, to determine the compensation actually paid. No pension plan payments were made to the PEO or the non-PEO NEOs during 2023, 2022, 2021 or 2020.

Adjustments to Determine Compensation Actually Paid ($) for PEO	2023			2022			2021			2020
Reported Summary Compensation Table (SCT) total for PEO		1,003,071			1,570,438			730,995			612,261
Deduction for amounts reported under the “Option Awards” column in the SCT		(228,000	)		(264,711	)		(120,138	)		(99,854	)
Increase for fair value of awards granted during the year that remain unvested as of year end		103,530			114,239			349,224			94,315
Increase/deduction for change in fair value from prior year end to current year end of awards granted prior to the year that they were outstanding and unvested as of year end		(1,134,454	)		(276,952	)		1,091,265			(218,280	)
Increase/deduction for change in fair value from prior year end to vesting date of awards granted prior to the year that vested during the year		608,907			1,853,018			704,385			(82,593	)

Increase for value of dividends paid (accrued) on equity awards not otherwise reflected in fair value of awards		—			—			—			—
Total adjustments		(650,017	)		1,425,594			2,024,736			(306,412	)
Compensation actually paid to PEO		353,054			2,996,032			2,755,731			305,849

Adjustments to Determine Average Compensation Actually Paid ($) for Non-PEO NEOs	2023			2022			2021			2020
Reported Average SCT Total for Non-PEO NEOs		670,019			932,371			563,315			443,122
Deduction for amounts reported under the “Option Awards” column in the SCT		(272,917	)		(49,822	)		(87,190	)		(84,777	)
Increase for fair value of awards granted during the year that remain unvested as of year end		123,925			18,450			201,416			73,694
Increase/deduction for change in fair value from prior year end to current year end of awards granted prior to the year that were outstanding and unvested as of year end		(368,987	)		(96,342	)		777,618			(130,198	)
Increase/deduction for change in fair value from prior year end to vesting date of awards granted prior to the year that vested during the year		218,841			627,582			493,820			(49,316	)
Increase for value of dividends paid (accrued) on equity awards not otherwise reflected in fair value of awards		—			—			—			—
Total adjustments		(299,138	)		499,868			1,385,664			(190,597	)
Average compensation actually paid to Non-PEO NEOs		370,881			1,432,239			1,948,979			252,526

Note that the amounts reflected for the “Other NEOs” is an average. For each covered fiscal year, there were no equity awards that failed to meet vesting conditions in the year; there were no Stock Awards; there were no pension benefits; and no dividends were paid on unvested awards. Additionally, the methodology for the valuation assumptions used to calculate the fair value of the equity awards is the same as that used to determine the aggregate grant date fair values disclosed in the “Summary Executive Compensation Table”, though with adjustments for the applicable time period. We do not view these adjustments as material differences in the assumptions. As disclosed in the “Summary Executive Compensation Table”, the assumptions used to calculate the aggregate grant date fair values reflected in that table are included in footnotes to our consolidated financial statements in our annual reports on Form 10-K for the years ended December 31, 2023, December 31, 2022 and December 31, 2021.

(4)

Assumes $100 invested in our common shares on December 31, 2019, and calculated by based on the difference between the share price of our common stock at the end and the beginning of the measurement period, and reinvestment of all dividends.

(5)

The peer group used by the Company consists of the companies used in the Company’s performance graph as required by Item 201(e) of Regulation S-K and reported in Part II, Item 5 of its annual report on Form 10-K for the fiscal year ended December 31, 2023, namely, Heritage-Crystal Clean (through December 31, 2022), Calumet Specialty Products Partners L.P., Par Pacific Holdings, Inc., Aemetis, Inc., Clean Energy Fuels, Corp. and Clean Harbors, Inc.

(6)

The dollar amounts reported represent the amount of net income (loss) attributable to common stockholders reflected in our consolidated audited financial statements for the applicable year.

(7)

Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, and amortization (EBITDA), and before other income, impairment loss on assets, unrealized (gain)/loss on hedging activities, (gain)/loss on hedge roll (backwardation), environmental clean-up reserve, loss (gain) on change in value of derivative warrant liability, unrealized (gain) loss on derivative instruments, gain (loss) on intermediation agreement, Shell transaction related and acquisition expenses and stock-based compensation expense (for continued and discontinued operations) and other unusual or non-recurring items. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance.

Relationship Between “Compensation Actually Paid” and Performance

Our executive compensation program seeks to align executive officers’ long-term interests with those of our stockholders to incentivize a long-term increase in stockholder value, and therefore does not specifically align the Company’s performance measures with CAP (as defined by SEC rules) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between information presented in the Pay Versus Performance table above, for each of the four years ended December 31, 2023. The following graphs address the relationship between compensation “actually paid” as disclosed in the Pay vs. Performance Table for both our PEO and the average amounts for the non-PEO NEOs and (1) the Company’s cumulative TSR; (2) the Company’s net income (loss); and (3) Adjusted EBITDA, and also the relationship between the Company’s cumulative TSR and the peer group cumulative TSR.

Tabular List of Most Important Financial Performance Measures

As described in greater detail in “Executive and Director Compensation – Compensation Discussion and Analysis” above, the Company’s executive compensation program reflects an alignment to shareholder interest. The metrics used for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders.

The following provides a list of the financial performance measures that we believe are the most important financial performance measures used to link NEO compensation to company performance. For more information, see “Executive and Director Compensation – Compensation Discussion and Analysis.” Although we do not in practice use any performance measures to link compensation “actually paid” (as calculated herein) to Company performance, we are providing this list in accordance with Item 402(v) of Regulation S-K to provide information on performance measures used by the Compensation Committee to determine NEO compensation, as more fully described in “Executive and Director Compensation – Compensation Discussion and Analysis.”

Financial Performance Measures

●

Equity Shareholder Value

●

Earnings Per Share Growth

●

Working Capital

●

EBITDA

Operational Performance Measures

●

Compliance

●

Health & Safety

●

Strategy

DIRECTORS COMPENSATION

Summary Director Compensation Table

The following table sets forth summary information concerning the compensation we paid to non-executive directors during the year ended December 31, 2023:

Name⁽¹⁾	Fees Earned or Paid in Cash ($)		Stock Awards ($)⁽²⁾⁽³⁾		All Other Compensation ($)		Total ($)
Dan Borgen	$	187,500	$	165,200	$	—	$	352,700
Christopher Stratton^(a)	$	132,000	$	127,200	$	—	$	259,200
Timothy C. Harvey	$	98,500	$	115,200	$	—	$	213,700
Karen Maston	$	147,500	$	127,200	$	—	$	274,700
Odeh Khoury	$	130,000	$	115,200	$	—	$	245,200

* The table above does not include the amount of any expense reimbursements paid to the above directors. No directors received any Option Awards, Non-Equity Incentive Plan Compensation, Change in Pension Value and Nonqualified Deferred Compensation Earnings during the period presented. Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000.

(a) Mr. Stratton passed away on November 16, 2023.

(1) Mr. Cowart did not receive any compensation separate from the consideration he received as one of our officers for the year ended December 31, 2023 in consideration for his service to our Board.

(2) Represents the fair value of the grant of shares of restricted common stock granted to the non-executive directors (Chris Stratton (22,121 shares); Dan Borgen (28,730 shares); Karen Maston (22,121 shares); Odeh Khoury (20,034 shares) and Timothy C. Harvey (20,034 shares) calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The values provided for these awards are based on applicable accounting standards and do not necessarily reflect the actual amounts realized or realizable pursuant to the underlying shares. All restricted shares vested at the rate of ½ of such shares on December 26, 2023 and January 3, 2024.

(3) The aggregate number of stock options (exercisable and unexercisable) and unvested shares of restricted stock held by each non-employee director listed above as of December 31, 2023 was as follows:

Name	Stock Options (#)		Restricted Stock Shares (#)
Dan Borgen		240,000		14,365
Christopher Stratton^(a)		—		—
Timothy C. Harvey		90,000		10,017
Karen Maston		—		11,061
Odeh Khoury		—		10,017

(a) Mr. Stratton’s restricted stock shares and options vested in full upon his death on November 13, 2023.

Directors who are executive officers receive no additional compensation for serving on the Board of Directors.

Description of Director Compensation

On December 12, 2022, the Board of Directors, with the recommendation of the Compensation Committee of the Board of Directors, approved the following updated compensation payable to each non-executive member of the Board of Directors, effective as of November 1, 2022 (the “Board Compensation”):

(a)

Yearly cash compensation payable to each member of, and each Chairperson of, the Committees of the Board of Directors as follows:

Audit

Committee

Compensation

Committee

Nominating

and Corporate

Governance

Committee/ESG

Risk

Committee

Executive Committee

Chairperson

34,500

32,500

30,000

35,000

55,000

Member

7,500

5,000

10,000

25,000

(b)

Yearly cash compensation to each independent member of the Board of Directors of $75,000;

(c)

Yearly equity compensation to each member of the Executive Committee equal to $12,000 of value and to the Chairperson of the Executive Committee, who is also the Lead Director, of $50,000 of value (the “Executive Committee Equity Compensation”); and

(d)

Yearly equity compensation to each independent member of the Board of Directors equal to $115,200 of value (the “Equity Board Compensation”).

All cash compensation payable pursuant to the above is paid quarterly in arrears. Equity compensation is expected to be paid in the form of options, issuable at such times, and subject to such terms, as may be further approved by the Board of Directors or the Compensation Committee of the Board of Directors from time to time.

Additionally, from time to time, we may grant a member of the Board of Directors options to purchase shares of our common stock as additional consideration for serving on the Board of Directors.

Employment Agreement of James P. Gregory, Former Director, General Counsel and Secretary

Vertex Refining, NV, LLC (“Vertex Refining”) entered into an employment agreement with Mr. Gregory effective May 2, 2014, pursuant to which Mr. Gregory agreed to serve as General Counsel to Vertex Refining for a period of three years (provided the agreement is automatically extended thereafter for additional one-year periods unless either party provides the other at least 60 days’ notice of their intention not to renew such agreement). The agreement provides for Mr. Gregory to perform a minimum of an average of 20 hours per week for Vertex Refining. The agreement also provides for among other things, a two year non-compete period following the termination of Mr. Gregory’s employment. Pursuant to the agreement, Mr. Gregory receives a salary of $100,000 per year (subject to yearly Consumer Price Index increases, which salary totaled $128,125 for fiscal 2022 and fiscal 2023) and is eligible to participate in life, health and other benefit programs that the Company makes available to similarly situated employees. In the event Mr. Gregory’s services with the Company are terminated (a) without cause by the Company or (b) by Mr. Gregory for good reason (as described in the agreement), we are required to continue paying the compensation due to Mr. Gregory under the agreement for one year from the termination date, subject to the terms and conditions of the agreement. In connection with the termination of the agreement for any other reason, Mr. Gregory is due only the compensation earned by him through the date of termination. Mr. Gregory currently serves as General Counsel to the Company.

Mr. Gregory’s compensation under his employment agreement may be increased from time to time, by the Compensation Committee, or the Board of Directors (with the recommendation of the Compensation Committee), which increases do not require the entry into an amended employment agreement. Mr. Gregory may receive bonuses from time to time, in the discretion of the Board and/or Compensation Committee in cash, stock, or options.

Effective December 12, 2022, Mr. Gregory resigned as a member of the Board of Directors, but continues to serve as the General Counsel and Secretary (which appointment was effective December 12, 2022) of the Company.

EQUITY COMPENSATION PLAN INFORMATION

Description of Equity Plans

2009 Plan

Effective July 15, 2009, our Board of Directors approved our 2009 Stock Incentive Plan, which was subsequently approved by a majority of our stockholders on July 14, 2010, which allows the Board of Directors to grant up to an aggregate of 1,575,000 qualified and non-qualified stock options, restricted stock and performance-based awards of securities to our officers, Directors and consultants to help attract and retain qualified personnel (the “2009 Plan”). The 2009 Plan is designed to help attract and retain for the Company, personnel of superior ability for positions of exceptional responsibility, to reward employees, officers, directors and consultants for their services to the Company and to motivate such individuals through added incentives to further contribute to the success of the Company.

The 2009 Plan provides an opportunity for any employee, officer, director or consultant of the Company, except for instances where services are in connection with the offer or sale of securities in a capital-raising transaction, or they directly or indirectly promote or maintain a market for the Company’s securities, subject to any other limitations provided by federal or state securities laws, to receive (i) incentive stock options (to eligible employees only); (ii) nonqualified stock options; (iii) restricted stock; (iv) stock awards; (v) shares in performance of services; or (vi) any combination of the foregoing. In making such determinations, the Board may take into account the nature of the services rendered by such person, his or her present and potential contribution to the Company’s success, and such other factors as the Board in its discretion shall deem relevant.

Due to the fact that over ten years have elapsed since the original adoption of the 2009 Plan, no further awards can be made under such 2009 Plan. As of December 31, 2023, options to purchase 45,000 shares of common stock remained outstanding under the 2009 Plan.

2013 Plan

Effective on April 25, 2013, the Board of Directors adopted, subject to the ratification of our stockholders, the Company’s 2013 Stock Incentive Plan (the “2013 Plan”), which was subsequently approved by the Company’s stockholders on June 7, 2013, which allows the Board of Directors to grant up to an aggregate of 1,575,000 qualified and non-qualified stock options, restricted stock and performance based awards of securities to our officers, Directors and consultants to help attract and retain qualified personnel (the “2013 Plan”). On July 20, 2015, the Board of Directors approved an amendment to the 2013 Plan to increase by 2 million shares the number of shares available under the 2013 Plan, which was ratified by the stockholders of the Company on September 16, 2015. The 2013 Plan is designed to help attract and retain for the Company, personnel of superior ability for positions of exceptional responsibility, to reward employees, officers, directors and consultants for their services to the Company and to motivate such individuals through added incentives to further contribute to the success of the Company.

The 2013 Plan provides an opportunity for any employee, officer, director or consultant of the Company, except for instances where services are in connection with the offer or sale of securities in a capital-raising transaction, or they directly or indirectly promote or maintain a market for the Company’s securities, subject to any other limitations provided by federal or state securities laws, to receive (i) incentive stock options (to eligible employees only); (ii) nonqualified stock options; (iii) restricted stock; (iv) stock awards; (v) shares in performance of services; or (vi) any combination of the foregoing. In making such determinations, the Board may take into account the nature of the services rendered by such person, his or her present and potential contribution to the Company’s success, and such other factors as the Board in its discretion shall deem relevant.

Due to the fact that over ten years have elapsed since the original adoption of the 2013 Plan, no further awards can be made under such 2013 Plan. As of December 31, 2023, options to purchase 951,000 shares of common stock remained outstanding under the 2013 Plan.

2019 Plan

On October 29, 2019, the Board of Directors adopted the Company’s 2019 Equity Incentive Plan (the “2019 Plan”). Notwithstanding such adoption, in accordance with the rules of the Nasdaq Capital Market, following the date of adoption, but prior to the Stockholder Approval Date (as defined below), the Company could only grant stock options, but no shares of common stock or other securities, under the 2019 Plan. Additionally, (i) until the Stockholder Approval Date, no stock options could be exercised, and (ii) if Stockholder Approval was not received, the 2019 Plan had to be unwound, and the outstanding stock options granted thereunder cancelled (the “Nasdaq Pre-Approval Requirements”). Stockholder approval of the 2019 Plan was obtained on June 17, 2020. The 2019 Plan is intended to secure for the Company the benefits arising from ownership of the Company’s common stock by the employees, officers, directors and consultants of the Company, all of whom are and will be responsible for the Company’s future growth. The 2019 Plan is designed to help attract and retain for the Company, qualified personnel for positions of exceptional responsibility, to reward employees, officers, directors and consultants for their services to the Company and to motivate such individuals through added incentives to further contribute to the success of the Company.

The 2019 Plan provides an opportunity for any employee, officer, director or consultant of the Company, except for instances where services are in connection with the offer or sale of securities in a capital-raising transaction, or they directly or indirectly promote or maintain a market for the Company’s securities, subject to any other limitations provided by federal or state securities laws and the terms of the 2019 Plan, to receive (i) incentive stock options (to eligible employees only); (ii) nonqualified stock options; (iii) restricted stock; (iv) stock awards; (v) shares in performance of services; or (vi) any combination of the foregoing.

As of the date of this Proxy Statement a total of 1,283,559 shares of common stock are available for future awards under the 2019 Plan and options to purchase 2,135,120 shares of common stock remained outstanding under the 2019 Plan.

2020 Plan

On April 27, 2020, the Board of Directors adopted the 2020 Equity Incentive Plan, subject to approval and adoption by the stockholders of the Company which occurred on June 17, 2020. An amendment and restatement of the 2020 Equity Incentive Plan was approved by the Board of Directors on March 30, 2021, subject to approval and adoption by the stockholders of the Company, which approval was obtained on May 26, 2021. The 2020 Equity Incentive Plan provides an opportunity for any employee, officer, director or consultant of the Company, subject to limitations provided by federal or state securities laws, to receive (i) incentive stock options (to eligible employees only); (ii) nonqualified stock options; (iii) restricted stock; (iv) stock awards; (v) shares in performance of services; or (vi) any combination of the foregoing. In making such determinations, the Board of Directors (or the Compensation Committee) may take into account the nature of the services rendered by such person, his or her present and potential future contribution to the Company’s success, and such other factors as the Board of Directors (or the Compensation Committee) in its discretion shall deem relevant. Incentive stock options granted under the 2020 Equity Incentive Plan are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Nonqualified (non-statutory stock options) granted under the 2020 Equity Incentive Plan are not intended to qualify as incentive stock options under the Code.

On April 1, 2024, on the approval and recommendation of the Compensation Committee of the Board of Directors, the Board of Directors of the Company approved (1) a First Amendment to the Vertex Energy, Inc. Amended and Restated 2020 Equity Incentive Plan (the “First Amendment” and the “2020 Plan”), to amend the 2020 Plan to allow for the grant of Restricted Stock Units (RSUs); previously the 2020 Plan allowed for the grant of Restricted Stock Shares, but not RSUs and the First Amendment updates the 2020 Plan to allow for the grant of RSUs; and (2) an increase in the number of shares available for future issuance under the 2020 Plan by 3,740,573 shares, to 5,240,573 shares, which represents 4% of the Company’s total outstanding shares of common stock as of December 31, 2023 (93,514,346 shares).

The 2020 Plan, which was approved by the stockholders of the Company, provides that the total shares available for issuance under the 2020 Plan totals the “sum of (i) one million five hundred thousand (1,500,000) shares of Common Stock, and (ii) an annual increase on April 1st of each calendar year, beginning in 2021 and ending in 2030 (each a “Date of Determination”), in each case subject to the approval and determination of the [Board of Directors or Compensation Committee] on or prior to the applicable Date of Determination, equal to the lesser of (A) four percent (4%) of the total shares of Common Stock of the Company outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the Administrator (the “Share Limit”)”, and on April 1, 2024, the Board of Directors, pursuant to the authority granted to the Board of Directors by the 2020 Plan, approved an increase in the available shares under the 2020 Plan as set forth above. Notwithstanding the above, the maximum number of shares of common stock that may be issued pursuant to the exercise of incentive stock options granted under the 2020 Plan is 25,000,000 shares.

As of the date of this Proxy Statement a total of 5,052,533 shares of common stock are available for future awards under the 2020 Plan and options to purchase 75,000 shares of common stock remained outstanding under the 2020 Plan.

Equity Compensation Plan Table

The following table provides information as of December 31, 2023 regarding the Plans (including individual compensation arrangements), except as described below, under which equity securities are authorized for issuance:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted- average exercise price of outstanding options, warrants and rights		Number of securities available for future issuance under equity compensation plans (excluding those in first column)
Equity compensation plans approved by the security holders (1)		3,327,035	$	3.20		2,670,269
Equity compensation plans not approved by the security holders		—		—		—
Total		3,327,035	$	3.20		2,670,269

(1) Represents options issuable upon grants previously made under, and available for future awards under, the 2009 Plan, 2013 Plan, 2019 Plan and 2020 Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as discussed below or otherwise disclosed above under “Executive Compensation” and “Directors Compensation”, beginning on pages 31 and 57, respectively, there have been no transactions over the last two fiscal years, and there is not currently any proposed transaction, in which the Company was or is to be a participant, where the amount involved exceeds $120,000 since the beginning of the Company’s last completed fiscal year, and in which any officer, director, or any stockholder owning greater than five percent (5%) of our outstanding voting shares, nor any member of the above referenced individual’s immediate family, had or will have a direct or indirect material interest.

Review and Approval of Related Party Transactions

Prior to October 26, 2023, our Related Party Transaction Committee was tasked with reviewing and approving related party transactions. Subsequent to October 26, 2023, our Audit Committee is tasked with reviewing any issues relating to conflicts of interests and all Related Party Transactions (as defined below) of the Company.

The Related Party Transaction Committee (which was terminated on October 26, 2023) was required to include at least two “independent directors” (defined to mean any individual who does not beneficially own more than 5% of the outstanding voting shares of the Company, is not employed by, or an officer of, the Company or any entity related to Benjamin P. Cowart, is not a director or manager of any such company, is not a family member of Mr. Cowart, and would qualify as an “Independent Director” as defined in the rules and regulations of NASDAQ). The Related Party Transaction Committee was previously charged with the review and pre-approval of any and all related party transactions, including, but not limited to those between the Company and any “affiliates” and “associates” of the Company, as defined in Rule 405 of the Securities Act.

Under the Charter of our Audit Committee, a “Related Party Transaction” is any transaction directly or indirectly involving any Related Party (defined below) that would need to be disclosed under Item 404(a) of Regulation S-K. “Related Party Transaction” also includes any material amendment or modification to an existing Related Party Transaction. “Related Party” means any of the following: (a) a director (which term includes any director nominee); (b) an executive officer; (c) a person known by the Company to be the beneficial owner of more than 5% of the Company's common stock (a “5% shareholder”); or (d) a person known by the Company to be an immediate family member of any of the foregoing.

In determining whether to approve a Related Party Transaction, the Audit Committee is required to consider, among other factors, the following factors to the extent relevant to the Related Party Transaction: (1) whether the terms of the Related Party Transaction are fair to the Company and on the same basis as would apply if the transaction did not involve a Related Party; (2) whether there are business reasons for the Company to enter into the Related Party Transaction; (3) whether the Related Party Transaction would impair the independence of an outside director; (4) whether the Related Party Transaction would present an improper conflict of interests for any director or executive officer of the Company, taking into account the size of the transaction, the overall financial position of the director, executive officer or Related Party, the direct or indirect nature of the director's, executive officer's or Related Party's interest in the transaction and the ongoing nature of any proposed relationship, and any other factors the Audit Committee deems relevant; and (5) any pre-existing contractual obligations.

Upon completion of its review of the transaction, the Audit C