Item 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Resignation of Chief Executive
Officer and President
Effective as of August 4, 2022, Mr. Ralph
M. Hofmeier has resigned as Chief Executive Officer and President of Energy and Water Development Corp. (the "Company"). Mr.
Hofmeier’s resignation is not a result of any disagreement with the Company or its independent auditors on any matter relating to
the Company’s accounting, strategy, management, operations, policies, regulatory matters, or practices (financial or otherwise).
(b) Resignation of Chief Operating
Officer
Effective as of August 4, 2022, Ms. Irma
Velazquez has resigned as Chief Operating Officer of the Company. Ms. Velazquez’s resignation is not a result of any disagreement
with the Company or its independent auditors on any matter relating to the Company’s accounting, strategy, management, operations,
policies, regulatory matters, or practices (financial or otherwise).
(c) Appointment of Chief Technology
Officer
Effective as of August 4, 2022, Mr. Ralph
Hofmeier was appointed as Chief Technology Officer of the Company.
Mr. Hofmeier, age 61, most recently served
as the Company’s Chief Executive Officer, President, and Chairman of the Board of Directors beginning in 2008. Mr. Hofmeier has
a mechanical engineering background and, over the last 20 years, he has established and developed several multinational companies in green
tech distribution and commercialization, such as Powermax LLC, Powermax Inc and Powermax GmbH. Mr. Hofmeier remains the Chairman of the
Board of Directors.
On August 4, 2022, the Company entered
into an employment agreement with Mr. Hofmeier. The employment agreement sets forth the material terms and conditions of his employment,
including base salary, target annual cash bonus opportunity, target annual equity award opportunity, standard employee benefit plan participation,
severance and change in control benefits. Additionally, Mr. Hofmeier’s employment agreement also includes certain restrictive covenants
that generally prohibit him from (i) competing against the Company, (ii) disclosing information that is confidential to the Company and
its subsidiaries and (iii) from soliciting or hiring the Company’s employees and those of its subsidiaries or soliciting the Company’s
customers. Mr. Hofmeier’s employment agreement may be assigned to an affiliate of the Company.
Mr. Hofmeier is married to Irma Velazquez, the Company’s
Chief Executive Officer.
There are no transactions or proposed transactions, to which
the Company is a party, or intended to be a party, in which Mr. Hofmeier has, or will have, a material interest subject to disclosure
under Item 404(a) of Regulation S-K. Mr. Hofmeier was not appointed as the Company’s Chief Technology Officer pursuant to any arrangement
or understanding with any other person.
The foregoing description of the employment agreement for Mr.
Hofmeier contained herein does not purport to be complete and is qualified in its entirety by reference thereto, which is attached hereto
as Exhibit 10.1 and incorporated herein by reference.
(c) Appointment of Chief Executive
Officer
Effective as of August 4, 2022, Ms. Irma
Velazquez was appointed as Chief Executive Officer of the Company.
Ms. Velazquez, age 56, most
recently served as the Company’s Chief Operating Officer and Vice Chairman of the Board of Directors beginning in 2012. She brings
to the Company her certified expertise of sustainable development and emerging technologies, along with her extensive experience and managerial
skills on large-scale project management. Ms. Velazquez worked from 1997 to 2010 in United Nations agencies such as the World Health Organization,
Farmaciens Sans Frontieres, Red Cross and Crescent Societies (IFRC) where she served in the positions of Information Technology Manager,
Sustainable Development Manager and Programme Manager, leading the strategic development and execution of corporate vision for operations,
communications, and marketing, as well as a Disaster & Crisis Management Coordinator, where she demonstrated the ability to govern
complex programs and organizations, which drove development and implementation of business plans, operational structures, processes, and
procedures. Ms. Velazquez has a Master in Sciences from the Erasmus University of Rotterdam and has experience in diplomatic
negotiations and proven experience building positive relationships with government entities, agencies, and private sector partners. Ms.
Velazquez speaks French, English and Spanish. Ms. Velazquez remains the Vice Chairman of the Board of Directors.
On August 4, 2022, the Company entered
into an employment agreement with Ms. Velazquez. The employment agreement sets forth the material terms and conditions of his employment,
including base salary, target annual cash bonus opportunity, target annual equity award opportunity, standard employee benefit plan participation,
severance and change in control benefits. Additionally, Ms. Velazquez’s employment agreement also includes certain restrictive covenants
that generally prohibit him from (i) competing against the Company, (ii) disclosing information that is confidential to the Company and
its subsidiaries and (iii) from soliciting or hiring the Company’s employees and those of its subsidiaries or soliciting the Company’s
customers. Ms. Velazquez’s employment agreement may be assigned to an affiliate of the Company.
Ms. Velazquez is married to Ralph Hofmeier, the Company’s
Chief Technology Officer.
There are no transactions or proposed transactions, to which
the Company is a party, or intended to be a party, in which Ms. Velazquez has, or will have, a material interest subject to disclosure
under Item 404(a) of Regulation S-K. Ms. Velazquez was not appointed as the Company’s Chief Executive Officer pursuant to any arrangement
or understanding with any other person.
The foregoing description of the employment agreement for Ms.
Velazquez contained herein does not purport to be complete and is qualified in its entirety by reference thereto, which is attached hereto
as Exhibit 10.2 and incorporated herein by reference.