クエストリソースホールディングの適時開示・決算・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

     
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported):  March 10, 2025 
 
QUEST RESOURCE HOLDING CORPORATION

    (Exact Name of Registrant as Specified in Its Charter)

   


Nevada	001-36451	51-0665952
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


3481 Plano Parkway, Suite 100, The Colony, Texas		75056
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (972) 464-0004

    (Former name or former address if changed since last report)

   

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the follow provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	QRHC	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On March 12, 2025, Quest Resource Holding Corporation (the “Company”, “us”, “our” or “we”) issued a press release announcing financial results for the fourth quarter and the full fiscal year ended December 31, 2024. The press release is furnished as Exhibit 99.1 and incorporated herein by reference.

The information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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

On March 12, 2025, the Company announced that S. Ray Hatch, the Company’s President and Chief Executive Officer, is retiring from his officer positions with the Company effective March 12, 2025 and his last day of employment with the Company shall be March 28, 2025 (the “Separation Date”).

In connection with Mr. Hatch’s retirement, on March 11, 2025, the Company and Mr. Hatch entered into a Mutual Separation Agreement and Release (the “Separation Agreement”). Pursuant to the Separation Agreement, the Company has agreed, in return for a customary general release and waiver in favor of the Company and customary post-employment covenants with respect to non-compete, non-solicitation, non-disparagement and confidential Company information, to pay Mr. Hatch the amounts due pursuant to Mr. Hatch’s Amended and Restated Severance and Change in Control Agreement, dated June 29, 2021, as modified by the Separation Agreement, except that the vesting of any deferred stock units upon a separation from service shall be deemed to occur upon Mr. Hatch’s resignation or termination from our Board of Directors (the “Board”) as opposed to the Separation Date. Mr. Hatch shall continue to serve as a director on our Board until the earlier to occur of (i) December 31, 2025 or (ii) the Board’s request that Mr. Hatch resign from the Board. As of the Separation Date, Mr. Hatch shall be entitled to receive the monthly retainer payable to each non-employee director of the Board.

The foregoing summary of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

On March 10, 2025, our Board appointed Perry W. Moss as the new President and Chief Executive Officer, effective as of March 12, 2025 (the “Effective Date”).

Mr. Moss, age 65, has served as the Chief Revenue Officer of the Company since June 2024. Mr. Moss previously joined the Company as Senior Vice President of Sales and Business Development in July 2023. Mr. Moss has previously worked in various leadership roles at Rubicon Technologies, Inc. (NYSE: RBT), a publicly traded digital marketplace for waste and recycling services, including Chief Advisor from January 2018 to March 2023, President from January 2011 to December 2017 and Chief Operating Officer from May 2011 to June 2011. Prior to Rubicon, Mr. Moss also served in various roles at Oakleaf Waste Management, a sustainability service group that provides environmental solutions, including Executive Vice President of Major Accounts and Business Development from August 2009 to May 2011, Senior Vice President of Client Services from August 2007 to August 2009 and Senior Vice President of Recycling Services from November 2004 to August 2007. From 1995 to 2004, Mr. Moss served as the Director of Business Development for Smurfit-Stone Container, a global paperboard and paper-based packaging company.

On March 11, 2025, Mr. Moss and the Company entered into an Offer Letter (the “Offer Letter”), pursuant to which the Company hired Mr. Moss to serve as the Company’s President and Chief Executive Officer as of the Effective Date. The terms of the Offer Letter provide that Mr. Moss will be paid a base salary of $400,000 per year. Mr. Moss will be eligible to participate in the Company’s Management Bonus Plan, with a target of 100% of base salary and a 200% cap on payout for 2025. In addition, Mr. Moss will receive an initial grant of 214,600 restricted stock units (the “RSU Award”) pursuant to the Company’s 2024 Incentive Compensation Plan on the Effective Date (the “Grant Date”). The RSU Award shall vest over three years, with one-third of the total number of restricted stock units vesting on each anniversary of the Grant Date. Additionally, subject to all employment conditions, including Mr. Moss still being in the role of Chief Executive Officer of the Company, the Company will grant Mr. Moss $500,000 in restricted stock units in 2026, at the typical time as other executives, as his annual grant amount. Mr. Moss will also be eligible to participate in the Company’s Long-Term Incentive Plan (“LTIP”); provided, however that Mr. Moss shall not be eligible for a grant pursuant to the LTIP in 2025. Mr. Moss will also be eligible to participate in the Company’s benefits programs available to our other employees, including paid holidays, and various insurance benefits.

There are no arrangements or understandings between Mr. Moss and any other person pursuant to which Mr. Moss was selected as the President and Chief Executive Officer of the Company. There are no family relationships between Mr. Moss and any director or executive officer of the Company, and he is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The foregoing summary is qualified in its entirety by reference to the Offer Letter attached hereto as Exhibit 10.2 and is incorporated herein by reference.

On March 12, 2025, we entered into a Severance and Change in Control Agreement with Mr. Moss (the “Severance Agreement”), effective as of the Effective Date. If we terminate Mr. Moss’s employment for any reason other than for good cause (as defined in the Severance Agreement) or if Mr. Moss voluntarily terminates his employment with us for good reason (as defined in the Severance Agreement), the Severance Agreement provides that (a) we will pay Mr. Moss his salary for a period of 12 months (which shall increase to 18 months if Mr. Moss has been Chief Executive Officer of the Company for at least one year) following the effective date of such termination and (b) we will pay Mr. Moss, at the same time as cash incentive bonuses are paid to other executives, a portion of the cash incentive bonus deemed by our Compensation Committee in the exercise of its sole discretion, to be earned by Mr. Moss pro rata for the period commencing on the first day of our fiscal year for which the cash incentive bonus is calculated and ending on the effective date of such termination.

The Severance Agreement further provides that, in the event of a change in control of the Company (as defined in the Severance Agreement), Mr. Moss has the option to terminate his employment with us, unless (i) the provisions of the Severance Agreement remain in full force and effect as to Mr. Moss and (ii) he suffers no reduction in his status, authority, or base salary following the change in control, provided that Mr. Moss will be considered to suffer a reduction in his status, authority, or base salary, only if, after the change in control, (A) he is not the President and Chief Executive Officer of the company that succeeds to our business, (B) such company’s common stock is not listed on a national stock exchange (such as the New York Stock Exchange, the Nasdaq Stock Market, or the NYSE MKT), (C) such company in any material respect reduces Mr. Moss’s status, authority, or base salary, or (D) as a result of the change in control, Mr. Moss is required to relocate his principal place of business more than 50 miles from The Colony, Texas (or surrounding areas). If Mr. Moss terminates his employment with us following a change in control or if we terminate his employment without good cause, in each case during the period commencing three months before and one year following the change in control, (A) we will pay Mr. Moss’s base salary for a period of 12 months following the effective date of such termination, (B) we will pay Mr. Moss an amount equal to the average of his cash bonus paid for each of the two fiscal years immediately preceding his termination, (C) all unvested stock options held by Mr. Moss in his capacity as an employee on the effective date of termination shall vest as of the effective date of the termination, and (D) all unvested restricted stock units held by Mr. Moss in his capacity as an employee on the effective date of termination shall vest as of the effective date of the termination.

The Severance Agreement also contains a provision that prohibits Mr. Moss from competing with the Company for a period of 12 months following the termination of his employment with the Company for any reason. The Severance Agreement further contains a provision that prohibits Mr. Moss from soliciting or hiring any of our employees for a period of 24 months following the termination of his employment with us for any reason.

The foregoing summary is qualified in its entirety by reference to the Severance Agreement attached hereto as Exhibit 10.3 and is incorporated herein by reference.

Item 8.01 Other Events.

On March 12, 2025, the Company issued a press release announcing Mr. Hatch’s retirement and the appointment of Mr. Moss as the new President and Chief Executive Officer. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.2, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.	Description
10.1	Mutual Separation Agreement and Release, dated March 11, 2025, by and between the Company and S. Ray Hatch.
10.2	Offer Letter, dated March 11, 2025, by and between the Company and Perry W. Moss.
10.3	Severance and Change in Control Agreement, dated March 11, 2024, by and between the Company and Perry W. Moss.
99.1	Press Release from Quest Resource Holding Corporation, dated March 12, 2025, entitled “Quest Resource Holding Corporation Reports Fourth Quarter and Fiscal Year 2024 Financial Results”.
99.2	Press Release, dated March 12, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	QUEST RESOURCE HOLDING CORPORATION


Dated: March 12, 2025	By:	/s/ Brett W. Johnston
		Name:	Brett W. Johnston
		Title:	Senior Vice President and Chief Financial Officer

EX-10.1 2 qrhc-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

MUTUAL SEPARATION AGREEMENT AND RELEASE

This Mutual Separation Agreement and Release (this “Agreement”), dated March 11, 2025 (the “Agreement Date”) is entered into by and between Quest Resource Holding Corporation (the “Company”) and S. Ray Hatch (“Employee,” and, together with the Company, the “Parties”).

The Parties acknowledge and agree that Employee’s last day as Chief Executive Officer shall be March 12, 2025 and his last day of employment with the Company shall be March 28, 2025 (“Separation Date”). Capitalized terms used without definition in this Agreement shall have the meanings set forth in the Amended and Restated Severance and Change in Control Agreement dated June 29, 2021 (the “Severance Agreement”) between the Parties. Regardless of whether Employee signs this Agreement:

(a)

From the Agreement Date until the Separation Date, Employee shall continue to provide regular services as directed by the Board of Directors (the “Board”) and the Chairman of the Board and which services shall include cooperation with the transition of the Chief Executive Officer duties. From the Agreement Date until the Separation Date, the Company may, in its sole discretion, remove any or all duties from Employee. After the Separation Date, Employee will not hold any position with or on behalf of the Company; provided, that Employee shall continue to serve as a director on the Board until the earlier to occur of December 31, 2025 or the Board’s request that Employee resign from the Board. Employee shall be entitled to receive the monthly retainer payable to each non-employee director of the Board effective as of the Separation Date. The Separation Date shall be the termination date of his employment with the Company for all purposes, including for participation in and coverage under all benefit plans and programs sponsored by or through the Company, except: (i) your existing coverage under any Company-sponsored medical or dental plans shall continue until the last day of the month in which your Separation Date occurs; and (ii) following the Separation Date, you may elect to continue your medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). You will receive additional information concerning your eligibility for COBRA continuation coverage in the mail from the Company’s COBRA Administrator.

(b)

Employee shall receive his final paycheck, less applicable payroll deductions and all required withholdings on the first payroll period following the Separation Date, which shall include: (i) any unpaid base salary accrued through the Separation Date and (ii) reimbursement for any unreimbursed business expenses properly incurred through the Separation Date in accordance with and subject to the Company’s expense reimbursement policies.

In consideration of Employee executing this Agreement within the twenty-one day period immediately following receipt of this Agreement (and not revoking acceptance prior to the Release Effective Date, defined below) and Employee’s compliance with this Agreement, the Company agrees to provide Employee with the severance benefits as provided in Paragraph 2 of the Severance Agreement, except that the vesting of any deferred stock units upon a separation from service shall be deemed to occur upon Employee’s resignation or termination from the Board as opposed to the Separation Date. For the avoidance of doubt, (i) the base salary continuation described in Paragraph 2(a) of the Severance Agreement shall begin to be paid on the later of (x) the first payroll period after the Release Effective Date or (y) the first payroll period after the Separation Date, in accordance with the Company’s regular payroll schedule, and (ii) the Company’s obligation to provide the COBRA reimbursements described in Paragraph 2(e) of the Severance Agreement will end should Employee become eligible to secure similar insurance by and through employment with a subsequent employer within the time period prescribed in Paragraph 2(c) of the Severance Agreement.

Employee agrees and acknowledges that the payments described in Section 1(b) are the final compensation to which he is entitled for work performed and he is not owed any other money or compensation for work performed. Employee agrees that the amounts described in Section 2 are the full consideration for this Agreement and exceeds any benefits, compensation, or other financial consideration to which Employee would be entitled absent his signing of this Agreement.

Employee shall have up to twenty-one (21) days from the date of his receipt of this Agreement to consider the terms and conditions of this Agreement. Employee may accept this Agreement at any time within the twenty-one (21) day period by executing it and returning it to Daniel M. Friedberg, by email .pdf no later than 5:00 p.m. on the twenty-first (21st) day after Employee’s receipt of this Agreement. Thereafter, Employee will have seven (7) days to revoke this Agreement by stating his desire to do so in writing to Daniel M. Friedberg no later than 5:00 p.m. on the seventh (7th) day following the date Employee signs this Agreement. The effective date of this Agreement shall be the eighth (8th) day following Employee’s signing of this Agreement (the “Release Effective Date”), provided the Employee does not revoke the Agreement during the revocation period. In the event Employee does not accept this Agreement as set forth above, or in the event Employee revokes this Agreement during the revocation period, this Agreement, including but not limited to the obligation of the Company and its subsidiaries and affiliates to provide the payments referred to in Section 2 above, shall automatically be deemed null and void.

(a) In consideration of the payments and benefits referred to in Section 2 above, Employee for himself and for his heirs, executors, and assigns (hereinafter collectively referred to as the “Releasors”), forever releases and discharges the Company and any and all of its parent corporations, subsidiaries, divisions, affiliated entities, predecessors, successors and assigns, and any and all of its and their employee benefit and/or pension plans and funds, and any and all of its and their past or present officers, directors, stockholders, partners, managers, members, agents, trustees, administrators, employees and assigns (whether acting as agents for such entities or in their individual capacities) (hereinafter collectively referred to as the “Releasees”), from any and all claims, demands, causes of action, fees and liabilities of any kind whatsoever (based upon any legal or equitable theory, whether contractual, common-law, statutory, decisional, federal, state, local or otherwise), whether known or unknown, which Releasors ever had, now have or may have against the Releasees or any of them by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter from the beginning of the world to the Separation Date.

(b)

Without limiting the generality of the foregoing subsection (a), this Agreement is intended to and shall release the Releasees from any and all claims arising out of Employee’s employment with Releasees and/or the termination of Employee’s employment, including but not limited to: (i) any claims of discrimination or harassment in employment on the basis of age, religion, gender, sexual orientation, race, national origin, disability or any other legally protected characteristic, and of retaliation, under, without limitation, Title VII of the Civil Rights Act of 1964, 42 U.S.C.

§ 1981, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Equal Pay Act, and all other federal, state and local equal employment opportunity and fair employment practice laws (all as amended); (ii) any claims under the Employee Retirement Income Security Act of 1974 (except as set forth below), the Family and Medical Leave Act and state and local laws of similar effect, the National Labor Relations Act, Workers Adjustment and Retraining Notification Act, and other state and local laws of similar effect (all as amended); and (iii) any other claim (whether based on federal, state, or local law, statutory or decisional) relating to or arising out of Employee’s employment or related to the Severance Agreement, the terms and conditions of such employment, and/or the termination or separation of such employment, and/or any of the events and decisions relating directly or indirectly to or surrounding the termination of that employment, including but not limited to claims for breach of contract (express or implied), wrongful discharge, detrimental reliance, defamation, whistleblowing, harassment, retaliation, mental distress, emotional distress, physical injury, humiliation or compensatory or punitive damages.

(c)

Notwithstanding the foregoing, nothing in this Agreement shall be construed to prevent Employee from filing a charge with or participating in an investigation conducted by any governmental agency, including, without limitation, the United States Equal Employment Opportunity Commission (“EEOC”) or applicable state or city fair employment practices agency or the Securities and Exchange Commission (“SEC”), to the extent required or permitted by law. Nevertheless, Employee understands and agrees that he is waiving any relief available (including, for example, monetary damages or reinstatement), under any of the claims and/or causes of action waived in Sections 5(a) and (b), including but not limited to financial benefit or monetary recovery from any lawsuit filed or settlement reached by the EEOC with respect to any claims released and waived in this Agreement.

(a) Employee agrees that he is not aware of any unlawful conduct related to his employment and has not and will not engage in any conduct that is injurious to the Company’s or any of the Releasees’ reputation or interest, including but not limited to disparaging (or inducing or encouraging others to disparage) the Company or the Releasees. The Company agrees that it will not disparage (or induce or encourage others to disparage) Employee. For purposes of the preceding sentence only, the Company shall mean executive officers or directors of the Company.

(b)

Employee acknowledges that, on or before the Separation Date, he will promptly return to the Company any and all originals and copies of documents, materials, records, credit cards, keys, building passes, computers, cell phones, PDAs and other electronic devices or other items in his possession or control belonging to the Company or its Affiliated Entities or containing proprietary information relating to the Company or its Affiliated Entities. Employee shall be permitted to retain all documents pertaining to his compensation and benefits. Employee acknowledges that he may not disclose or discuss any Confidential Information.

(c)

Employee further agrees and acknowledges that the restrictions and covenants contained in Paragraph 4 of the Severance Agreement and any other agreements related to Confidential Information or trade secrets, shall continue on their terms.

The making of this Agreement is not intended, and shall not be construed, as an admission that the Releasees have violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract, or committed any wrong whatsoever against Employee. The parties agree that this Agreement may not be used as evidence in a subsequent proceeding except in a proceeding to enforce the terms of this Agreement.

Employee acknowledges that: (a) he has carefully read this Agreement in its entirety; (b) he has been given an opportunity to fully consider its terms for at least twenty-one (21) days; (c) he has been advised by the Company in writing to consult with an attorney of his choosing in connection with this Agreement; (d) he fully understands the significance of all of the terms and conditions of this Agreement and he has discussed it with his independent legal counsel, or has had a reasonable opportunity to do so; (e) he has had answered to his satisfaction any questions he has asked with regard to the meaning and significance of any of the provisions of this Agreement; and (f) he is signing this Agreement voluntarily and of his own free will and assents to all the terms and conditions contained herein.

This Agreement is binding upon, and shall inure to the benefit of, the parties and their respective heirs, executors, administrators, successors and assigns.

10.

If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be of no force and effect. However, the illegality or unenforceability of such provision shall have no effect upon, and shall not impair the enforceability of, any other provision of this Agreement; provided, however, that, upon any finding by a court of competent jurisdiction that any of the release or covenants provided for by Section 5 and 6 above is illegal, void, or unenforceable, Employee agrees to execute a release, waiver and/or covenant with substantially similar provisions that is legal and enforceable. Any breach of Sections 5 or 6 above by Employee or any post-employment covenants contained in the Severance Agreement shall constitute a material breach of this Agreement as to which the Company may seek appropriate relief and shall entitle the Company to cease continuing payments or reimbursement under Section 2. The Company shall notify Employee of a breach and, if such breach is capable of cure in the Company’s discretion, provide Employee with an opportunity to cure of not less than 10 days prior to seeking any relief.

11.

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas, without regard to the conflict of laws provisions thereof. Actions to enforce the terms of this Agreement, or that relate to Employee’s employment with the Company shall be submitted to the exclusive jurisdiction of any state or federal court sitting in Denton County, Texas.

12.

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Facsimile or .pdf signatures shall have the same force and effect as original signatures.

13.

This Agreement constitutes the complete understanding between the parties with respect to the termination of Employee’s employment at the Company and supersedes any and all agreements, understandings, and discussions, whether written or oral, between the parties, except for the post-employment covenants and obligations contained in the Severance Agreement, which remain in full effect.

No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by each of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 11th day of March, 2025.

S. RAY HATCH QUEST RESOURCE HOLDING CORPORATION

/s/ S. Ray Hatch /s/ Brett W. Johnston

Signature of Employee Signature of Authorized Representative

March 11, 2025 March 11, 2025

Date Date

EX-10.2 3 qrhc-ex10_2.htm EX-10.2 EX-10.2

Exhibit 10.2

March 10, 2025

Perry Moss

Sent via email

RE: Offer Letter-Chief Executive Officer

Dear Perry,

We are excited to have you represent our company and be part of our team. On behalf of the Nominating & Governance Committee, Quest Resource Management Group, LLC (“Quest” or the “Company”) is pleased to offer you the position of Chief Executive Officer. The position will report to the Chairman of the Board and Board of Directors. Your start date will be on or around March 12, 2025 (the “Effective Date”).

COMPENSATION PACKAGE

BASE COMPENSATION

Your base salary will be $15,384.62 per pay period (or an annualized salary of $400,000). Compensation is paid bi-weekly for the two week pay period ending one week prior to the pay date.

MANAGEMENT BONUS

Your position is eligible to participate in the current Management Bonus Plan. Your bonus will be prorated for your first year of employment. The total potential bonus at target will be as a percentage of an individual's base compensation. For 2025 and for your level, target bonus is 100% of your base salary with a 200% cap on payout.

EQUITY GRANT

The Company will grant you a restricted stock unit award (the “RSU Award”) pursuant to the Company’s current Management Equity Plan, (2024 Incentive Compensation Plan (the “Plan”) and with the grant date as of the Effective Date (the “Grant Date”). The number of restricted stock units underlying the RSU award shall be 214,600 and shall be subject to the terms and conditions of the Plan (to be sent to you in a separate email). The RSU Award shall vest over three (3) years, with one-third of the total number of restricted stock units vesting occurring on each anniversary of the Grant Date.

Additionally, you will be eligible to participate in the Company’s Long-Term Incentive Plan (the "LTIP Plan”). The number of any performance stock units granted underlying the PSU Award Plan will be subject to the terms and conditions of the Plan and the Performance Stock Unit Award Agreement and Grant Notice. However, for the absence of doubt, you will not be eligible in 2025 for a LTIP Grant.

In addition, subject to all employment conditions including your still being in the role of Chief Executive Officer of the Company, you will be granted $500,000 in restricted stock units in 2026, at the typical time as other executives, as your annual grant amount as part of the Plan.

RELOCATION EXPENSES

To the extent that you and the Chairman of the Company agree that a relocation to the head office is appropriate, the Company shall pay, or reimburse you for, all reasonable relocation expenses incurred by you relating to your relocation to the head office and in an amount not to exceed $50,000. The Company reserves the right to require documentations of any expense reimbursement requests.

During your employment with the Company, and for so long as you and the Chairman agree that your being at the head office is appropriate, the Company shall pay up to $3,500 per month for your corporate housing in Dallas, Texas.

CAR ALLOWANCE

Due to your position, you will be provided a $750 monthly car allowance. As a condition of payment, the car must be in good working order. In addition, the vehicle must be in presentable condition and the Company reserves the right to suspend or withdraw the car allowance at any time. The car allowance is meant to cover mileage, tolls, gas, car washes, oil changes and normal wear and tear of the vehicle. As a result, when receiving a car allowance, you are not eligible for mileage, gas and toll reimbursements for one's personal vehicle. If you rent a car while on out-of-town business travel, gas, tolls and parking will be reimbursed per the Company's Travel Guidelines. Airport parking fees are appropriate per the terms of the Company's Travel Guidelines when traveling on business. This is a non-accountable reimbursement plan and is considered taxable income. For more details, contact Corporate AP.

SEVERANCE AND CHANGE IN CONTROL

After you've been employed 90 days, a severance and change in control agreement will be provided for your review and signature in order to memorialize the agreement terms specifically in the event of a change in control. The agreement terms will be in the event that Quest terminates your employment, other than for Cause, or in the event of a change in control, Quest shall pay your base salary for a period up to twelve (12) months following the effective date of the termination. It also includes coverage of twelve (12) months of COBRA reimbursement after the date of the termination. The 12 month period noted above will increase to 18 months on the 1 year anniversary of you becoming CEO.

BENEFITS

You will be eligible to participate in any benefit plan for which you meet the minimum hours worked required as a full-time employee. Health and Life insurance eligibility begins the first of the month following your date of hire.

Exhibit 10.2

TIME OFF.

Time off will include twelve Company holidays. Employees who are at the level of Vice President and above do not accrue vacation or sick time but are entitled to take time off for vacation, sickness and personal business. The expectation is that the employee will request time off in advance from the employee's executive leader. The general expectation is that time off will not exceed 4 weeks per year.

CORE VALUE COMMITMENT

Quest is dedicated to upholding the core values that have made our company a leader in the environmental industry. We believe the success and accomplishments of our organization are the direct result of the commitment of our employees, who, together, make the Quest family.

It is imperative that each employee (Quester) is committed to and held accountable to the Quest Core Values of client satisfaction, leadership, teamwork and success. You will learn more about the Quest Core Values upon hire and you will be asked to sign and acknowledge the Core Value Commitment. You will receive a copy of the Quest Core Values with your offer packet.

AT WILL EMPLOYMENT

The Company follows an "employment at will" policy for all employees. This means that both the Company and the employee are, at all times, mutually exclusively free to end the employment relationship at any time, for any reason or no reason. By accepting this offer of employment, you accept employment on such terms.

NDA/PROPRIETARY AGREEMENT

By accepting this offer, you agree to abide by the terms and conditions set forth in this letter and the NDA/Proprietary Agreement. You understand that this offer letter and the above-mentioned policies and NDA/Proprietary Agreement represent the terms and conditions of employment.

This offer is contingent upon the following:

•

Compliance with the Immigration Reform and Control Act of 1986 requires that all new employees verify eligibility for employment in the United States within the first three days of employment. Please be prepared to provide the required acceptable documentation on your first day. Your employment may be terminated if you do not provide such proof of employment eligibility within the applicable timeframe.

•

Your execution of the Quest Propriety Information and Non-Solicitation Agreement.

•

A satisfactory result on a pre-employment background screening including a criminal records search.

Perry, please indicate your acceptance of this offer by signing and returning a copy of this letter within 24 hours of receipt.

Sincerely,

/s/ Daniel Friedberg

Daniel Friedberg

Chairman

Offer Accepted by:

/s/ Perry Moss 3/11/2025

Perry Moss – Signature Date SEVERANCE AND CHANGE IN CONTROL AGREEMENT (this “Agreement”) as of March 12, 2025, by and between QUEST RESOURCE HOLDING CORPORATION, a Nevada corporation (“Employer”), and PERRY MOSS (“Employee”).

EX-10.3 4 qrhc-ex10_3.htm EX-10.3 EX-10.3

Exhibit 10.3

SEVERANCE AND CHANGE IN CONTROL AGREEMENT

WHEREAS, Employer desires Employee to continue Employee’s services to Employer as Chief Executive Officer.

WHEREAS, Employer and Employee desire to agree to the results of any termination of Employee’s employment under certain circumstances.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants set forth in this Agreement, the parties hereto agree as follows:

Definitions.

(a)

“Good Cause” shall mean any termination of Employee’s employment by Employer as a result of Employee engaging in an act or acts involving a crime, moral turpitude, fraud, or dishonesty; or Employee willfully violating in a material respect Employer’s Code of Conduct or any applicable Code of Ethics, including, without limitation, the provisions thereof relating to conflicts of interest or related party transactions.

(b)

“Good Reason” shall mean Employee terminating Employee’s employment upon the uncured occurrence of any of the following events without Employee’s prior written approval: (i) Employer in any material respect reduces Employee’s status or authority.

(c)

“Change in Control” of Employer shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as in effect on the date of this Agreement or, if Item 6(e) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the Exchange Act that serve similar purposes; provided that, without limitation, such a Change in Control shall be deemed to have occurred if and when (i) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of equity securities of Employer representing 20 percent or more of the combined voting power of Employer’s then-outstanding equity securities, except that this provision shall not apply to any person currently owning at least five percent or more of the combined voting power of Employer’s currently outstanding equity securities or to an acquisition of up to 20 percent of the then-outstanding voting securities that has been approved by at least 75 percent of the members of the Board of Directors who are not affiliates or associates of such person; (ii) during the period of this Agreement, individuals who, at the beginning of such period, constituted the Board of Directors of Employer (the “Original Directors”), cease for any reason to constitute at least a majority thereof unless the election or nomination for election of each new director was approved (an “Approved Director”) by the vote of a Board of Directors constituted entirely of Original Directors and/or Approved Directors; (iii) a tender offer or exchange offer is made whereby the effect of such offer is to take over and control Employer, and such offer is consummated for the equity securities of Employer representing 20 percent or more of the combined voting power of Employer’s then-outstanding voting securities; (iv) Employer is merged, consolidated, or enters into a reorganization transaction with another person and, as the result of such merger, consolidation, or reorganization, less than 75 percent of the outstanding equity securities of the surviving or resulting person shall then be owned in the aggregate by the former stockholders of Employer; or (v) Employer transfers substantially all of its assets to another person or entity that is not a wholly owned subsidiary of Employer.

Sales of Employer’s Common Stock beneficially owned or controlled by Employee shall not be considered in determining whether a Change in Control has occurred.

Result of Termination by Employer Without Good Cause or by Employee for Good Reason. In the event that Employer terminates Employee’s employment with Employer other than for Good Cause or Employee terminates Employee’s employment with Employer for Good Reason, (a) Employer shall pay Employee’s base salary for a period of 12 months (which shall increase to 18 months if Employee has been Chief Executive Officer of the Company for at least one year) following the effective date of such termination ; (b) Employer shall pay to Employee, at the same time as cash incentive bonuses are paid to Employer’s other executives, a portion of the cash incentive bonus deemed by Employer’s Compensation Committee in the exercise of its sole discretion to be earned by Employee pro rata for the period commencing on the first day of the fiscal year for which the cash incentive bonus is calculated and ending on the effective date of termination, and (c) Employer shall either (i) provide coverage under Employer’s medical plan to the extent provided for Employee on the effective date of termination, such benefits to be received over a period of 12 months (which shall increase to a period of 18 months if Employee has been Chief Executive Officer of the Company for at least one year) after the effective date of the termination or (ii) provide reimbursement for the COBRA premium for such coverage through the earlier of such 12-month period (or 18-month period if Employee has been the Chief Executive Officer of the Company for at least one year) after the effective date of the termination or the COBRA eligibility period. The amounts payable under (a) above shall be paid on Employer’s regular payroll schedule commencing on the first such payment date coincident with or following Employee’s “separation from service” from Employer within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be treated as a series of separate payments under Treasury Regulations Section 1.409A-2(b)(2)(iii). The amounts payable under (b) above, if any, shall be made by March 15 of the year following the year to which the bonus applies and would otherwise be earned.

Result of Termination Following Change in Control.

(a)

Right of Employee to Terminate. In the event of a “Change in Control” of Employer, Employee, at Employee’s option and upon written notice to Employer, may terminate Employee’s employment effective on the date of the notice unless (i) the provisions of this Agreement remain in full force and effect as to Employee and (ii) Employee suffers no reduction in Employee’s status, authority, or base salary following such Change in Control, provided that Employee will be considered to suffer a reduction in Employee’s status, authority, or base salary, only if, after the Change in Control, (A) Employee is not the President and Chief Executive Officer of the company that succeeds to the business conducted by Employer and its subsidiaries immediately prior to the Change in Control, (B) such company’s common stock is not listed on a national stock exchange (such as the New York Stock Exchange, the Nasdaq Stock Market, or the NYSE MKT), (C) such company in any material respect reduces Employee’s status, authority, or base salary, or (D) as a result of such Change in Control, Employee is required to relocate Employee’s principal place of business more than 50 miles from The Colony, Texas (or surrounding areas).

(b)

Result of Termination by Employer Without Good Cause or by Employee Following an Adverse Change in Control Effect. In the event that either (i) Employee terminates Employee’s employment following a Change in Control as provided in Section 3(a) (an “Adverse Change in Control Effect”) or (ii) Employer terminates Employee’s employment without Good Cause, in each case during the period commencing three months before and ending one year following the Change in Control, (A) Employer shall pay Employee’s base salary for a period of 12 months (which shall increase to 18 months if employee has been Chief Executive Officer for at least 1 year) following the effective date of such termination; (B) Employer shall pay to Employee an amount equal to the average of Employee’s cash bonus paid for each of the two fiscal years immediately preceding Employee’s termination, such amount to be paid and received upon the effective date of the termination (provided such termination constitutes a “separation from service” from Employer within the meaning of Section 409A of the Code); (C) all unvested stock options held by Employee in Employee’s capacity as an employee of Employer and its subsidiaries and affiliates on the effective date of termination shall vest as of the effective date of the termination, (D) all unvested restricted stock units (“RSUs”) granted after the date hereof held by the Employee in Employee’s capacity as an employee of Employer and its subsidiaries and affiliates on the date of the termination shall vest as of the effective date of the termination and the shares of Employer’s Common Stock (or the equivalent consideration in the Change in Control) related to such RSUs shall be delivered to Employee as soon as administratively practicable after the effective date of the termination but in no event later than March 15 of the year following the effective date of the termination; provided that for performance-based RSUs, the amount of shares that vest and are delivered will be determined based upon performance to the effective date of the Change in Control on an annualized or adjusted basis, as appropriate and (E) Employer shall either (i) provide coverage under Employer’s medical plan, to the extent provided for Employee on the date of termination on the effective date of the termination, such benefits to be received over a period of 12 months (which shall increase to 18 months if employee has been Chief Executive Officer for at least 1 year) after the effective date of the termination or (ii) provide reimbursement for the COBRA premium for such coverage through the earlier of the 12-month period after the effective date of the termination (which shall increase to 18 months if employee has been Chief Executive Officer for at least 1 year) or the COBRA eligibility period. The amounts payable under Section 3(b)(A), (B), and, if applicable, (E), shall be paid on Employer’s regular payroll schedule commencing on the first such payment date coincident with or following Employee’s “separation from service” from Employer within the meaning of Section 409A of the Code and shall be treated as a series of separate payments under Treasury Regulations Section 1.409A-2(b)(2)(iii).

Competition and Confidential Information.

(a)

Interests to be Protected. The parties acknowledge that Employee will perform essential services for Employer, its employees, and its stockholders during the term of Employee’s employment with Employer. Employee will be exposed to, have access to, and work with, a considerable amount of Confidential Information (as defined below). The parties also expressly recognize and acknowledge that the personnel of Employer have been trained by, and are valuable to, Employer and that Employer will incur substantial recruiting and training expenses if Employer must hire new personnel or retrain existing personnel to fill vacancies. The parties expressly recognize that it could seriously impair the goodwill and diminish the value of Employer’s business should Employee compete with Employer in any manner whatsoever. The parties acknowledge that this covenant has an extended duration; however, they agree that this covenant is reasonable and it is necessary for the protection of Employer, its stockholders, and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Employee if her employment is terminated, the parties are in full and complete agreement that the following restrictive covenants are fair and reasonable and are entered into freely, voluntarily, and knowingly. Furthermore, each party was given the opportunity to consult with independent legal counsel before entering into this Agreement.

(b)

Non-Competition. For the period equal to 12 months after the termination of Employee’s employment with Employer for any reason, Employee shall not (whether directly or indirectly, as owner, principal, agent, stockholder, director, officer, manager, employee, partner, participant, or in any other capacity) engage or become financially interested in any competitive business conducted within the Restricted Territory (as defined below). As used herein, the term “competitive business” shall mean any business that sells or provides or attempts to sell or provide products or services the same as or substantially similar to the products or services sold or provided by Employer during Employee’s employment, and the term “Restricted Territory” shall mean any state or other geographical area in which Employer sells products or provides services during Employee’s employment.

(c)

Non-Solicitation of Employees. For a period of 24 months after the termination of Employee’s employment with Employer for any reason, Employee shall not directly or indirectly, for Employee, or on behalf of, or in conjunction with, any other person, company, partnership, corporation, or governmental entity, solicit for employment, seek to hire, or hire any person or persons who is employed by or was employed by Employer within 12 months of the termination of Employee’s employment for the purpose of having any such employee engage in services that are the same as or similar or related to the services that such employee provided for Employer.

(d)

Confidential Information. Employee shall maintain in strict secrecy all confidential or trade secret information relating to the business of Employer (the “Confidential Information”) obtained by Employee in the course of Employee’s employment, and Employee shall not, unless first authorized in writing by Employer, disclose to, or use for Employee’s benefit or for the benefit of, any person, firm, or entity at any time either during or subsequent to the term of Employee’s employment, any Confidential Information, except as required in the performance of Employee’s duties on behalf of Employer. For purposes hereof, Confidential Information shall include without limitation any materials, trade secrets, knowledge, or information with respect to management, operational, or investment policies and practices of Employer; any business methods or forms; any names or addresses of customers or data on customers or suppliers; and any business policies or other information relating to or dealing with the management, operational, or investment policies or practices of Employer.

(e)

Return of Books, Records, Papers, and Equipment. Upon the termination of Employee’s employment with Employer for any reason, Employee shall deliver promptly to Employer all files, lists, books, records, manuals, memoranda, drawings, and specifications; all cost, pricing, and other financial data; all other written or printed materials and computers, cell phones, PDAs, and other equipment that are the property of Employer (and any copies of them); and all other materials that may contain Confidential Information relating to the business of Employer, which Employee may then have in Employee’s possession or control whether prepared by Employee or not.

(f)

Disclosure of Information. Employee shall disclose promptly to Employer, or its nominee, any and all ideas, designs, processes, and improvements of any kind relating to the business of Employer, whether patentable or not, conceived or made by Employee, either alone or jointly with others, during working hours or otherwise, during the entire period of Employee’s employment with Employer or within six months thereafter.

(g)

Assignment. Employee hereby assigns to Employer or its nominee, the entire right, title, and interest in and to all inventions, discoveries, and improvements, whether patentable or not, that Employee may conceive or make during Employee’s employment with Employer, or within six months thereafter, and which relate to the business of Employer.

(h)

Equitable Relief. In the event a violation of any of the restrictions contained in this Section 4 occurs, Employer shall be entitled to preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits, and other benefits arising from such violation, which right shall be cumulative and in addition to any other rights or remedies to which Employer may be entitled. In the event of a violation of any provision of subsection (b), (c), (f), or (g) of this Section 4, the period for which those provisions would remain in effect shall be extended for a period of time equal to that period beginning when such violation commenced and ending when the activities constituting such violation shall have been finally terminated in good faith. Notwithstanding anything else to the contrary herein, in the event of any material violation by Employee of such covenants as determined by a court of competent jurisdiction, Employer and its subsidiaries and affiliates will immediately have no obligation thereafter to make any payments or provide any benefits otherwise to be received under this Agreement to Employee and Employer and its subsidiaries and affiliates, in its or their discretion, may require Employee to promptly reimburse Employer for any and all post-employment payments or benefits received by Employee pursuant to this Agreement, including (i) delivery of shares received upon the vesting of RSUs pursuant to Section 3(b) of this Agreement (or the proceeds from the sale thereof) and (ii) reimbursement of the difference between the fair market value of the shares on the exercise date and the stock option exercise price for any stock options that vested as of the effective date of Employee’s termination pursuant to Section 3(b) of this Agreement and were exercised by Employee, which payments or benefits were received by Employee prior to such breach, and Employer shall immediately cancel any unexercised stock options that vested as of the effective date of the Employee’s termination pursuant to this Agreement.

(i)

Restrictions Separable. If the scope of any provision of this Agreement (whether in this Section 4 or otherwise) is found by a Court to be too broad to permit enforcement to its full extent, then such provision shall be enforced to the maximum extent permitted by law. The parties agree that the scope of any provision of this Agreement may be modified by a judge in any proceeding to enforce this Agreement, so that such provision can be enforced to the maximum extent permitted by law. Each and every restriction set forth in this Section 4 is independent and severable from the others, and no such restriction shall be rendered unenforceable by virtue of the fact that, for any reason, any other or others of them may be unenforceable in whole or in part.

Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto; provided that because the obligations of Employee hereunder involve the performance of personal services, such obligations shall not be delegated by Employee. For purposes of this Agreement successors and assigns shall include, but not be limited to, any individual, corporation, trust, partnership, or other entity that acquires a majority of the stock or assets of Employer by sale, merger, consolidation, liquidation, or other form of transfer. Employer will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Employer would be required to perform it if no such succession had taken place. Without limiting the foregoing, unless the context otherwise requires, the term “Employer” includes all subsidiaries of Employer.

Release of Claims and Non-Disparagement. Employer’s obligations under this Agreement are contingent upon Employee executing (and not revoking during any applicable revocation period) a valid and enforceable full and unconditional Separation and General Release Agreement in a form acceptable to Employer, which must in all events be executed without modification and in its entirety, and without timely revocation (the “Release”) of any claims Employee may have against “Employer” (as defined in the Release), whether known or unknown, as of the effective date of Employee’s termination. Employer shall present the Release to Employee within 10 days of the effective date of the Employee’s termination, and the Employee shall have up to 45 days following Employee’s receipt of the Release to consider whether to execute the Release. In the event Employee executes the Release, Employee shall have an additional eight days in which to expressly revoke execution of the Release in writing. Without limiting the foregoing and notwithstanding any other provision of this Agreement, Employee may terminate and receive benefits on account of a Good Reason or Adverse Change in Control Effect termination only if Employer (or its successor) does not cure a Good Reason or Adverse Change in Control Effect within 60 days from the date Employee delivers a written notice describing the condition giving rise to the Good Reason or Adverse Change in Control Effect. Such notice must be received by Employer or its successor within 30 days of the date on which Employee becomes aware of the occurrence of such condition.

In the event that Employee fails to execute the Release within the 45-day period, or in the event Employee formally revokes execution of the Release within eight days of execution of the Release, Employee’s entitlement benefits under this Agreement shall be null and void and, to the extent that Employee has received any payments or benefits under this Agreement prior to the Employee’s failure to execute the Release within the 45-day period or prior to revocation, Employee shall immediately reimburse Employer for any and all such payments or benefits received, including (i) delivery of shares received upon the vesting of RSUs pursuant to this Agreement (or the proceeds from the sale thereof) and (ii) reimbursement of the difference between the fair market value of the shares on the exercise date and the stock option exercise price for any stock options that vested as of the effective date of Employee’s termination pursuant to this Agreement and were exercised by Employee, and Employer shall immediately cancel any unexercised stock options that vested as of the effective date of Employee’s termination pursuant to this Agreement.

In addition, Employer’s obligations and all payments under this Agreement shall cease if Employee makes any written or oral statement or takes any action that Employee knows or reasonably should know constitutes an untrue, disparaging, or negative comment to a third-person concerning Employer.

Miscellaneous.

(a)

Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made, and received (i) if personally delivered, on the date of delivery, (ii) if by facsimile or e-mail transmission, upon receipt, (iii) if mailed, three days after deposit in the United States mail, registered or certified, return receipt requested, postage prepaid, and addressed as provided below, or (iv) if by a courier delivery service providing overnight or “next-day” delivery, on the next business day after deposit with such service addressed as follows:

(1)

If to Employer:

3481 Plano Parkway
The Colony, Texas 75056
Attention: Chairman of the Board
E-Mail: friedberg@hampsteadparkcapital.com

(2)

If to Employee:

3481 Plano Parkway
The Colony, Texas 75056
E-Mail: Perry.Moss@questrmg.com

Either party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this Section 7 for the giving of notice.

(b)

Indulgences; Waivers. Neither any failure nor any delay on the part of either party to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any other right, remedy, power, or privilege, nor shall any waiver of any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power, or privilege with respect to any other occurrence.

No waiver shall be binding unless executed in writing by the party making the waiver.

(c)

Controlling Law. This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed by and construed in accordance with the laws of the state of Texas, notwithstanding any Texas or other conflict-of-interest provisions to the contrary. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the state of Texas located in Collin and Denton Counties and the United States District Court for the Eastern District of Texas for the purpose of any suit, action, proceeding, or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action, or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action, or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action, or proceeding brought in such courts and irrevocably waives any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

(d)

Binding Nature of Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, and assigns, except that no party may assign or transfer such party’s rights or obligations under this Agreement without the prior written consent of the other party.

(e)

Execution in Counterpart. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of the parties reflected hereon as the signatories.

(f)

Provisions Separable. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

(g)

Entire Agreement. This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, inducements, and conditions, express or implied, oral or written, except as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

(h)

No Participation in Severance Plans. Except as contemplated by this Agreement, Employee acknowledges and agrees that the compensation and other benefits set forth in this Agreement are and shall be in lieu of any compensation or other benefits that may otherwise be payable to or on behalf of Employee pursuant to the terms of any severance pay arrangement of Employer or any affiliate thereof, or any other similar arrangement of Employer or any affiliates thereof providing for benefits upon involuntary termination of employment.

(i)

Paragraph Headings. The paragraph headings in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation.

(j)

Gender. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the context requires.

(k)

Number of Days. In computing the number of days for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays, and holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday, or holiday, then the final day shall be deemed to be the next day that is not a Saturday, Sunday, or holiday.

(l)

Specified Employee. Notwithstanding any provision of this Agreement to the contrary, if Employee is a “specified employee” as defined in Section 409A of the Code, Employee shall not be entitled to any payments or benefits the right to which provides for a “deferral of compensation” within the meaning of Section 409A, and whose payment or provision is triggered by Employee’s termination of employment (whether such payments or benefits are provided to Employee under this Agreement or under any other plan, program, or arrangement of the Employer), until (and any payments or benefits suspended hereby shall be paid in a lump sum on) the earlier of (i) the date which is the first business day following the six-month anniversary of Employee’s “separation from service” (within the meaning of Section 409A of the Code) for any reason other than death or (ii) Employee’s date of death, and such payments or benefits that, if not for the six-month delay described herein, would be due and payable prior to such date shall be made or provided to Employee on such date. Employer shall make the determination as to whether Employee is a “specified employee” in good faith in accordance with its general procedures adopted in accordance with Section 409A of the Code and, at the time of the Employee’s “separation of service” will notify the Employee whether or not he is a “specified employee.”

(m)

Savings Clause. This Agreement is intended to satisfy the requirements of Section 409A of the Code with respect to amounts subject thereto, and shall be interpreted and construed consistent with such intent; provided that, notwithstanding the other provisions of this subsection and the paragraph above entitled, “Specified Employee,” with respect to any right to a payment or benefit hereunder (or portion thereof) that does not otherwise provide for a “deferral of compensation” within the meaning of Section 409A of the Code, it is the intent of the parties that such payment or benefit will not so provide. Furthermore, if either party notifies the other in writing that, based on the advice of legal counsel, one or more of the provisions of this Agreement contravenes any regulations or Treasury guidance promulgated under Section 409A of the Code or causes any amounts to be subject to interest or penalties under Section 409A of the Code, the parties shall promptly and reasonably consult with each other (and with their legal counsel), and shall use their reasonable best efforts, to reform the provisions hereof to (a) maintain to the maximum extent practicable the original intent of the applicable provisions without violating the provisions of Section 409A of the Code or increasing the costs to the Employer of providing the applicable benefit or payment and (b) to the extent practicable, to avoid the imposition of any tax, interest or other penalties under Section 409A of the Code upon Employee or the Employer.

(n)

Reimbursements. Except as expressly provided otherwise herein, no reimbursement payable to Employee pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of Employer shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, and no such reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first above written.


QUEST RESOURCE HOLDING CORPORATION


By:	/s/ Daniel M. Friedberg
	Name:	Daniel M. Friedberg
	Title:	Chairman of the Board of Directors


	EMPLOYEE

	/s/ Perry Moss
	Perry Moss

Signature Page to Severance and Change in Control Agreement

IF "1" = "1" "12801968-2" "" 12801968-2

EX-99.1 5 qrhc-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

Quest Resource Holding Corporation Reports Fourth Quarter and Fiscal Year 2024 Financial Results

Added record eight new customers in 2024, reflecting strong value proposition

Refinanced debt in Q4, lowering interest expense by approximately $1 million annually, reducing blended interest rate by approximately 150 basis points

Reducing headcount by 15% and SG&A by $3.0 million annually as result of ongoing operational efficiency gains and the anticipated exit of a non-core business line

Named Perry Moss CEO and Nick Ober SVP of Operations

THE COLONY, TX – March 12, 2025 – Quest Resource Holding Corporation (Nasdaq: QRHC) (“Quest” or the “Company”), a national leader in environmental waste and recycling services, today announced financial results for the fourth quarter and fiscal year ended December 31, 2024.

Fourth Quarter 2024 Financial Highlights

•

Revenue was $70.0 million, a 0.9% increase compared with the fourth quarter of 2023.

•

Gross profit was $10.7 million, a 6.7% decrease compared with the fourth quarter of 2023.

•

Gross margin was 15.3% of revenue compared with 16.6% during the fourth quarter of 2023.

•

GAAP net loss per diluted share attributable to common stockholders was $(0.46), compared with $(0.11) per diluted share during the fourth quarter of 2023.

•

Recognized a non-cash impairment loss of $5.5 million, or $(0.26) per diluted share, related to the anticipated sale of the tenant-direct mall portion of RWS.

•

Adjusted EBITDA was $1.7 million, compared with $3.5 million during the fourth quarter of 2023. Excluding a non-cash cost of revenue adjustment of approximately $1.0 million and a $0.5 million bad debt adjustment for receivables related to the business exit, adjusted EBITDA during the fourth quarter of 2024 would have been approximately $3.2 million.

•

Adjusted net loss per diluted share was $(0.09), compared with adjusted net income of $0.03 per diluted share during the fourth quarter of 2023.

Fiscal Year 2024 Financial Highlights

•

Revenue was $288.5 million, a 0.1% increase compared with 2023. 

•

Gross profit was $50.0 million, a 0.1% decrease compared with 2023. 

•

Gross margin was 17.3% of revenue compared to 17.4% during 2023.

•

GAAP net loss per diluted share attributable to common stockholders was $(0.73), compared with $(0.36) during 2023. 

•

Adjusted EBITDA was $14.5 million, compared to $16.2 million during 2023. 

•

Adjusted net loss per diluted share was $(0.03), compared with adjusted net income of $0.15 per diluted share during 2023.

During 2024, Quest achieved several milestones

•

Successfully completed debt refinancing with existing lenders, reducing annual interest expense by approximately $1 million, while increasing credit line, improving terms, and extending maturities.

•

Secured eight new client wins expected to generate at least seven figures of annual revenue each, the greatest number of new client wins in one year in the history of the Company.

•

Secured five expansion service agreements with some of our largest existing clients, including one during the fourth quarter.

•

Added more than 1,200 vendors onto the Company’s service platform, adding to our ability to serve clients broadly.

“In 2024, we made meaningful progress executing against our key strategic priorities,” said Dan M. Friedberg, Chairman of the Company’s Board of Directors. “We added, and are in the process of onboarding eight new customers and have expanded agreements with five of some of our largest customers, representing a record amount of new customer activity for the Company in a year. Further, the Company successfully refinanced its long-term debt with our existing lenders, reflecting their continued confidence in the business.”

Friedberg added, “Despite our success in growing the customer base and the substantial activity underway to solidify operations and efficiencies, we clearly recognize more needs to be done to address our execution issues. Our performance was affected by several factors: temporary cost increases from onboarding new clients, expenses for implementing our new vendor management system, client attrition, and weakness in our industrial client end markets. We believe the actions we have taken and the initiatives now underway will normalize operations in the coming quarters and help position Quest to drive long term results.”

Specific actions include

•

Announced today in a separate news release that Perry Moss has been named Chief Executive Officer. Moss previously served as Quest’s Chief Revenue Officer, and previously held senior leadership roles at Rubicon Technologies, Inc., Oakleaf Holdings, and Smurfit-Stone’s Waste Reduction Services’ business unit. Ray Hatch is retiring as CEO and will remain on the Board of Directors.

•

Announced that Nick Ober has joined the Company as Senior Vice President of Operations. Ober most recently served as Vice President of Freight Brokerage Solutions & Strategy for RXO, Inc., the tech-enabled brokered transportation platform, a spin-off from XPO, Inc., where he led carrier operations for a $3 billion asset light business unit. He also has deep industry experience, having been Director of Operations for a $400 million region for Republic Services, Inc. Ober will work closely with Dave Sweitzer, Quest’s Chief Operating Officer, will oversee the Vendor Management Group, and will also lead the newly created Operations Excellence Initiative.

•

Entered into an understanding to sell the non-core tenant-direct mall portion of RWS, the Company’s mall business subject to execution of a definitive agreement.

•

Implementing a reduction of headcount by 15%, which, combined, with the partial sale of RWS and ongoing efficiency improvement gains, should reduce SG&A by approximately $3.0 million on an annualized basis.

•

Established an Operational Excellence Initiative, which will benchmark, measure and target improvement levels across the entire workflow. This fully integrated effort will look to drive process improvements, enhance employee experience, increase customer value added, expand margins and accelerate the achievement of scale benefits.

Perry Moss, Quest’s Chief Executive Officer, stated, “I believe strongly in Quest’s value proposition and in the power of our platform. We have a tremendous roster of clients, and a highly capable organization focused on generating value for our stakeholders. Importantly, we have a robust pipeline of potential new business, and we expect to continue to deepen client relationships, add valuable services and solutions, invest in our business and people, and improve profitability.”

Mr. Friedberg concluded, “The board and management team are committed to driving change and enhancing shareholder value. We have a strong platform and are focused on operational excellence. We have implemented performance-focused actions and will continue pursuing initiatives to drive value for all stakeholders.”

Fourth Quarter and Fiscal Year 2024 Earnings Conference Call and Webcast

Quest will conduct a conference call Wednesday, March 12, 2025, at 5:00 PM ET, to review the financial results for the fourth quarter and year ended December 31, 2024. Investors interested in participating on the live call can dial 1-800-717-1738 or 1-646-307-1865. The conference call, which may include forward-looking statements, is also being webcast and is available via the investor relations section of Quest’s website at https://investors.qrhc.com/investors.

A replay of the webcast will be archived on Quest’s investor relations website for 90 days.

About Quest Resource Holding Corporation

Quest is a national provider of waste and recycling services that enable larger businesses to excel in achieving their environmental and sustainability goals and responsibilities. Quest delivers focused expertise across multiple industry sectors to build single-source, client-specific solutions that generate quantifiable business and sustainability results. Addressing a wide variety of waste streams and recyclables, Quest provides information and data that tracks and reports the environmental results of Quest’s services, gives actionable data to improve business operations, and enables Quest’s clients to excel in their business and sustainability responsibilities. For more information, visit www.qrhc.com.

Reconciliation of U.S. GAAP to Non-GAAP Financial Measures

In this press release, non-GAAP financial measures, “Adjusted EBITDA” and “Adjusted Net Income (Loss)” are presented. From time-to-time, Quest considers and uses these supplemental measures of operating performance in order to provide an improved understanding of underlying performance trends. Quest believes it is useful to review, as applicable, both (1) GAAP measures that include (i) depreciation and amortization, (ii) interest expense, (iii) stock-based compensation expense, (iv) income tax expense, and (v) certain other adjustments, and (2) non-GAAP measures that exclude such items. Quest presents these non-GAAP measures because it considers them an important supplemental measure of Quest’s performance. Quest’s definition of these adjusted financial measures may differ from similarly named measures used by others. Quest believes these measures facilitate operating performance comparisons from period to period by eliminating potential differences caused by the existence and timing of certain expense items that would not otherwise be apparent on a GAAP basis. These non-GAAP measures have limitations as an analytical tool and should not be considered in isolation or as a substitute for the Company’s GAAP measures. (See attached tables “Reconciliation of Net Loss to Adjusted EBITDA” and “Adjusted Net Income (Loss) Per Share”).

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which provides a “safe harbor” for such statements in certain circumstances. The forward-looking statements include, but are not limited to, our expectation that we will continue to deepen client relationships, add valuable services and solutions, and invest in our business and people, resulting in long-term, continuously expanding client relationships; and our belief that the implementation of a reduction of headcount by 15%, combined with the partial sale of RWS and ongoing efficiency improvement gains, should reduce SG&A by approximately $3.0 million on an annualized basis. Actual events or results could differ materially from those discussed in the forward-looking statements as a result of various factors, including, but not limited to, competition in the environmental services industry, the impact of the current economic environment, interruptions to supply chains, commodity price fluctuations, and extended shut down of businesses, and other factors discussed in greater detail in our filings with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2024. You are cautioned not to place undue reliance on such statements and to consult our SEC filings for additional risks and uncertainties that may apply to our business and the ownership of our securities. Our forward-looking statements are presented as of the date made, and we disclaim any duty to update such statements unless required by law to do so.

Investor Relations Contact:

Three Part Advisors, LLC

Joe Noyons

817.778.8424

Financial Tables Follow

Quest Resource Holding Corporation and Subsidiaries

STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)


	Three Months Ended December 31,						Year Ended December 31,
	2024			2023			2024			2023
	(unaudited)
Revenue	$	69,970		$	69,342		$	288,532		$	288,378
Cost of revenue		59,243			57,842			238,537			238,313
Gross profit		10,727			11,500			49,995			50,065
Selling, general, and administrative		10,086			9,419			39,543			37,669
Depreciation and amortization		2,307			2,352			9,401			9,571
Impairment loss		5,511			—			5,511			—
Total operating expenses		17,904			11,771			54,455			47,240
Operating income (loss)		(7,177	)		(271	)		(4,460	)		2,825
Interest expense		(2,505	)		(2,322	)		(10,312	)		(9,729	)
Loss before taxes		(9,682	)		(2,593	)		(14,772	)		(6,904	)
Income tax expense (benefit)		(174	)		(263	)		291			387
Net loss	$	(9,508	)	$	(2,330	)	$	(15,063	)	$	(7,291	)

Net loss applicable to common stockholders	$	(9,508	)	$	(2,330	)	$	(15,063	)	$	(7,291	)
Net loss per common share:
Basic	$	(0.46	)	$	(0.11	)	$	(0.73	)	$	(0.36	)
Diluted	$	(0.46	)	$	(0.11	)	$	(0.73	)	$	(0.36	)
Weighted average number of common shares outstanding:
Basic		20,837			20,264			20,617			20,123
Diluted		20,837			20,264			20,617			20,123

RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA

(Unaudited)

(In thousands)


	Three Months Ended December 31,						Year Ended December 31,
	2024			2023			2024			2023
Net loss	$	(9,508	)	$	(2,330	)	$	(15,063	)	$	(7,291	)
Depreciation and amortization		2,558			2,462			10,272			9,948
Interest expense		2,505			2,322			10,312			9,729
Stock-based compensation expense		272			362			1,563			1,312
Acquisition, integration, and related costs		21			598			112			1,624
Impairment loss		5,511			—			5,511			—
Other adjustments		491			329			1,471			501
Income tax expense (benefit)		(174	)		(263	)		291			387
Adjusted EBITDA	$	1,676		$	3,480		$	14,469		$	16,210

ADJUSTED NET INCOME (LOSS) PER SHARE

(Unaudited)

(In thousands)


	Three Months Ended December 31,						Year Ended December 31,
	2024			2023			2024			2023
Reported net loss (1)	$	(9,508	)	$	(2,330	)	$	(15,063	)	$	(7,291	)
Amortization of intangibles (2)		2,137			2,196			8,787			8,864
Acquisition, integration, and related costs (3)		21			598			112			1,624
Impairment loss		5,511			—			5,511			—
Other adjustments (4)		—			280			—			205
Adjusted net income (loss)	$	(1,839	)	$	744		$	(653	)	$	3,402

Diluted earnings (loss) per share:
Reported net loss	$	(0.46	)	$	(0.11	)	$	(0.73	)	$	(0.36	)
Adjusted net income (loss)	$	(0.09	)	$	0.03		$	(0.03	)	$	0.15

Weighted average number of common shares outstanding:
Diluted (5)		20,837			22,502			20,617			22,362

(1) Applicable to common stockholders

(2) Reflects the elimination of non-cash amortization of acquisition-related intangible assets

(3) Reflects the add back of acquisition/integration related transaction costs

(4) Reflects adjustments to earn-out fair value

(5) Reflects adjustment for dilution when adjusted net income is positive

BALANCE SHEETS

(In thousands, except per share amounts)


	December 31,
	2024			2023

ASSETS
Current assets:
Cash and cash equivalents	$	396		$	324
Accounts receivable, less allowance for doubtful accounts of $831 and $1,582 as of December 31, 2024 and 2023, respectively		62,252			58,147
Prepaid expenses and other current assets		2,601			2,142
Assets held for sale		9,890			—
Total current assets		75,139			60,613

Goodwill		81,065			85,828
Intangible assets, net		12,946			26,052
Property and equipment, net, and other assets		6,495			4,626
Total assets	$	175,645		$	177,119

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	39,899		$	41,296
Other current liabilities		1,001			2,470
Current portion of notes payable		1,651			1,159
Liabilities held for sale		1,840			—
Total current liabilities		44,391			44,925

Notes payable, net		76,265			64,638
Other long-term liabilities		833			1,275
Total liabilities		121,489			110,838

Commitments and contingencies

Stockholders’ equity:
Preferred stock, $0.001 par value, 10,000 shares authorized, no shares issued and outstanding as of December 31, 2024 and 2023		—			—
Common stock, $0.001 par value, 200,000 shares authorized, 20,606 and 20,161 shares issued and outstanding as of December 31, 2024 and 2023, respectively		21			20
Additional paid-in capital		179,246			176,309
Accumulated deficit		(125,111	)		(110,048	)
Total stockholders’ equity		54,156			66,281
Total liabilities and stockholders’ equity	$	175,645		$	177,119

# # #

EX-99.2 6 qrhc-ex99_2.htm EX-99.2 EX-99.2

Exhibit 99.2

PRESS RELEASE

Quest Resource Holding Corporation Announces Appointment of Perry Moss as CEO

Ray Hatch Retires After Nine Years as CEO, and will Remain on the Board of Directors

Moss is Responsible for Driving a Record Number of Customer Wins and Revenue Growth, and for Meaningfully Enhancing Revenue Generation Capabilities

Former XPO and Republic Services Operating Executive Nick Ober Joins Company as Senior Vice President of Operations as Part of New Operational Excellence Initiative

Announced Fourth Quarter and Full Year 2024 Earnings Today

THE COLONY, Texas – March 12, 2025 – Quest Resource Holding Corporation (Nasdaq: QRHC) (“Quest” or the “Company”), a national leader in environmental waste and recycling services, today announced several executive changes and key initiatives intended to drive operational excellence and increase efficiency throughout the Company.

Seasoned industry executive Perry W. Moss has been named Chief Executive Officer, effective immediately. Moss joined Quest in July 2023 and was promoted to Chief Revenue Officer in June 2024 and brings more than 30 years of broad business development, operations, and leadership experience to his new role.

S. Ray Hatch is retiring as CEO and will remain on the Quest Board of Directors. During Hatch’s tenure as CEO, the Company grew rapidly, expanded service lines, broadened waste streams, and increased revenues significantly. Hatch built a strong corporate culture of commitment to sustainability and customer success.

Moss has significant management and operating background, and previously held senior leadership roles at Rubicon Technologies, Inc, Oakleaf Holdings, and Smurfit-Stone’s Waste Reduction Services’ business unit. Since joining Quest, he has led multiple successful organic growth initiatives, driving a record number of new client wins. He has also enhanced Quest’s current industry-leading capabilities through the implementation of a metric-driven sales management process, increasing structure, accountability, and performance. Moss will continue to lead the revenue generation efforts both with new and existing customers.

“As an organization, we are committed to accelerating and expanding our performance, efficiency, and profitability, improving customer experience, driving technology-enabled efficiencies, and expanding margins,” said Dan Friedberg, Chairman of the Board. “Perry’s track record of growing businesses and delivering strong operating performance makes him the ideal person to lead Quest through our next phase of growth and the execution of efficiency programs. In his short time at Quest, Perry has proven himself to be a highly effective leader and has implemented a highly disciplined, results oriented new business development and revenue function that positions Quest for future growth.

We are adding customers and revenues at a greater rate than ever before and are positioned to capitalize on this growing platform.

“The Board thanks Ray for his many contributions to Quest over his nine years as CEO and will continue to benefit from his considerable institutional knowledge and his support of the business,” Friedberg added.

“It’s an honor to lead Quest into what will surely be an exciting and productive new chapter,” said Moss. “As organizations increasingly search for the most efficient and cost-effective ways to manage waste streams, while improving sustainability, Quest’s compelling and unique value proposition resonates well with customers and positions us as the waste partner of choice for large enterprises across the country. The Company is poised to drive bottom-line performance through a range of initiatives, including implementing a newly-created, technology-driven Operational Excellence Program throughout all facets of the organization. I look forward to collaborating with our talented colleagues to expand our capabilities and deliver exceptional and reliable value for our customers.”

Quest also announced today that it has further strengthened its operational leadership with the hiring of Nick Ober as Senior Vice President of Operations. Ober most recently served as Vice President of Freight Brokerage Solutions & Strategy for RXO, Inc., the former tech-enabled brokered transportation platform of XPO, where he led carrier operations for a $3 billion asset light business unit. Ober brings more than 17 years of operational and tech enablement experience, primarily in the freight and waste management industries. Prior to RXO, he was Director of Operations for a $400 million region at Republic Services, Inc. Earlier in his career, he served in a senior role at Waste Management, Inc. He brings unique capabilities in vendor management, and he will work closely with Dave Sweitzer, Quest’s Chief Operating Officer, to oversee the delivery and execution of Quest’s vendor programs. Ober will help lead a newly created Operational Excellence Initiative, working across the organization to support the integration of technology-enabled processes and performance.

Moss added, “We are thrilled that Nick is joining us in an important operational leadership role, which will help accelerate profitable growth and further enhance our ability to continually exceed the needs of our clients.”

About Quest Resource Holding Corporation

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which provides a "safe harbor" for such statements in certain circumstances. Actual events or results could differ materially from those discussed in the forward-looking statements as a result of various factors, as discussed in greater detail in our filings with the Securities and Exchange Commission (SEC), including our Annual Report on Form 10-K for the year ended December 31, 2024.

You are cautioned not to place undue reliance on such statements and to consult our SEC filings for additional risks and uncertainties that may apply to our business and the ownership of our securities. Our forward-looking statements are presented as of the date made, and we disclaim any duty to update such statements unless required by law to do so.

Media Contacts

Quest Resource Management Corp.

Leigh Harrington

972.464.0014