PLYMOUTH INDUSTRIAL REIT, INC. : Change of Directors or Principal Officers, Financial Statements and Schedules (Form 8-K)

Article 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain leaders; Compensatory provisions of certain executives.

(b) As previously announced in December 2021to February 23, 2022, Daniel C. Wright resigned as Executive Vice President and Chief Financial Officer of
Plymouth Industrial REIT, Inc. (the company”).

(c) On February 23, 2022, the Board of Directors of the Company (the “Board”) appointed Antoine Saladinothe current senior vice president and chief accounting officer of the company, as executive vice president and chief financial officer of the company.

Mr Saladino48, has served as the company’s senior vice president and chief accounting officer since 2020. Previously, Mr Saladino served as chief accounting officer of New York City REIT and American Finance Trust, two publicly traded REITs, from 2017 to 2019 and vice president of finance and corporate controller of the High Companies from 2015 to 2017. Prior to the High Companies, Mr Saladino served as vice president of the Ryland Groupa publicly traded new home builder, and worked for Ernst & Young LLP in his real estate practice, focusing primarily on publicly traded REITs. Mr Saladino is a chartered accountant and obtained a bachelor of science from
California State Universityholder of a Master of Science in University of Virginiaand a master’s degree in business administration from the University of Chicago.

There are no family relations between Mr Saladino and any director, officer or person designated or chosen by the Company to become a director or officer of the Company. In addition, there were no transactions involving Mr Saladino this would require disclosure under Regulation SK 404(a).

The Company has entered into an employment contract with Mr Saladinoeffective February 23, 2022. As part of the employment contract, Mr Saladino reports directly to the Board. The initial term of the employment contract will end on December 31, 2024. On this date, and on each one-year anniversary subsequent to this date, the duration of the employment contract will be automatically extended by one year, unless terminated early.

As part of the employment contract, Mr Saladino will receive an annual base salary of $325,000, which may be increased at the discretion of the Board Compensation Committee. Besides, Mr Saladino will be eligible to receive a targeted annual discretionary cash bonus at 100% of his then-current annual base salary. The actual amount of such bonuses will be determined based on the achievement of applicable company and/or individual performance objectives, as determined by our Compensation Committee. In addition, beginning in calendar year 2020 and for the duration of his employment, Mr Saladino has been and will be eligible to receive an annual share award, as determined by our Compensation Committee in its sole discretion. Mr Saladino is also eligible to participate in the Company’s usual health, welfare and benefits plans and, subject to certain restrictions, health care benefits will be provided to him and his eligible dependents , at the sole expense of the Company. Mr Saladino will accumulate four weeks of paid vacation per year.

In accordance with the terms of the employment contract, if At Mr. Saladino’s employment is terminated by the Company without “cause”, by Mr Saladino for a “good reason” (each as defined in the applicable employment contract) or because the Company chooses not to renew the term of the employment contract, then, in addition to the accrued amounts, he will be entitled to receive this following :

      • An amount, payable over a 12-month period, equal to two times the sum of
        (1) Mr. Saladino's annual base salary then in effect, (2) the average
        annual bonus earned by Mr. Saladino for the two prior fiscal years
        (substituting target bonus in the average for any fiscal year not yet
        completed if fewer than two fiscal years have been completed) and (3)
        the average value of any annual equity awards(s) made to Mr. Saladino
        during the prior two fiscal years (excluding the initial grant of
        restricted stock described above, any award(s) granted pursuant to a
        multi-year, outperformance or long-term performance program and any
        other non-recurring awards), or if fewer than two years have elapsed,
        over such lesser number of years; and
      • accelerated vesting of all outstanding equity awards held by Mr.
        Saladino as of the termination date and Company-paid continuation
        healthcare coverage for 18 months after the termination date.

At Mr. Saladino’s the right to receive the severance payments and benefits described above is subject to the delivery and non-revocation by him of an effective general receipt in favor of the Company. The employment contract also contains customary confidentiality and non-solicitation clauses.

In the event of termination of employment due to death or disability, Mr Saladino or his estate will be entitled to accelerated vesting of all outstanding stock awards held by Mr Saladino from the date of termination, in addition to the accrued amounts. In addition, upon a change of control of the Company (as defined in the Company’s Second Amended and Restated Incentive Plan 2014), Mr Saladino will be entitled to accelerated vesting of all outstanding stock awards held by him on the date of the change of control. Further, under the contract of employment, to the extent that any change in control, payment or benefit would be subject to excise tax imposed in connection with Section 4999 of the Revenue Code 1986, as amended, such payments and/or benefits may be subject to a reduction of the “best salary cap” to the extent necessary for Mr Saladino receives the greater of (a) the net amount of payments and benefits in the event of a reduced change of control such that such payments and benefits will not be subject to excise tax and (b) the net amount of payments and benefits in the event of a change of control without such reduction.

The Company has entered into a change of control separation agreement with Mr Saladino (the “Change of Control Agreement”). The change of control agreement provides that in the event At Mr. Saladino’s his employment is terminated other than for “cause” or if he resigns for “cause” (each as defined in the change of control agreement) following a change of control of the Company (or before, but in anticipation of a change of control of the Company), Mr Saladino will be entitled to certain severance payments, consisting of: an amount equal to twice the sum of (l) At Mr. Saladino’s annual base salary then in effect, (2) the average annual bonus earned by Mr Saladino for the two previous fiscal years (replacing the target bonus in the average of any fiscal year not yet completed if less than two fiscal years have been completed) and (3) the average value of any annual stock award made to Mr Saladino in the prior two years, accelerated vesting of all outstanding equity awards held by Mr Saladino from the date of termination and continued medical coverage paid by the Company for 18 months after the date of termination. The term of the Change of Control Agreement is for three years and will be automatically renewed for additional one-year periods.

The foregoing are summaries of the material terms of At Mr. Saladino’s Employment Agreement and Change of Control Agreement and are subject in their entirety to the terms of the Employment Agreement and Change of Control Agreement, copies of which are filed respectively as Exhibit 10.1 and Exhibit 10.2 to this Current Report at Form 8-K and are incorporated herein by reference.

Item 9.01 Financial statements and supporting documents.

Exhibit No.   Description

   10.1         Employment Agreement with Anthony Saladino, dated as of February
              23, 2022

   10.2         Change in Control Severance Agreement with Anthony Saladino, dated
              as of December 12, 2021

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