Health In Tech, Inc. (HIT): CEO Sanjay Shrestha appointed

Events in this filing

Item 5.02 as filed

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 20, 2026, the Board of Directors (the
“Board”) of Health In Tech, Inc. (the “Company” or “Health In Tech”) appointed Sanjay Shrestha to
serve as the Chief Executive Officer of the Company, effective as of such date (the “Effective Date”). Mr. Shrestha succeeds
Tim Johnson, the Company’s founder, who ceased serving as Chief Executive Officer of the Company and transitioned to his new role
as Executive Chairman of the Board on the same date. Mr. Johnson’s transition from the role of Chief Executive Officer was not the
result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Mr. Shrestha, age 52, previously
served as an independent director of the Board and on the Audit Committee, the Nominating and Governance Committee and the Compensation
Committee of the Board from April 2025 until his resignation in August 2026, and he thereafter has served as Strategic Advisor to the
Board since September 2026. Previously, Mr. Shrestha served until October 2025 as President of Plug Power, Inc. (Nasdaq: PLUG), where
he held senior leadership responsibilities, including oversight of business expansion, strategic investments, corporate development and
capital markets initiatives, following his appointment there as Chief Strategy Officer in 2019. Earlier in his career, Mr. Shrestha held
leadership roles in investing, investment banking and equity research, including as Global Head of Renewables Research at Lazard Capital
Markets, and at First Albany Capital, where he built the renewables and industrial research practice. He also has held senior investment
and corporate development roles at Sky Capital America and in renewable energy investment banking. Mr. Shrestha is the Founder and Chief
Executive Officer of Shrestha Global EPG Advisory, LLC. Mr. Shrestha previously served as a director of Fusemachines Inc. (Nasdaq: FUSE)
until May 2026 and currently serves as a Board Advisor to the board of directors of that company.
In connection with his appointment, the Company
and Mr. Shrestha entered into an Offer Letter and Executive Employment Agreement, dated October 12, 2026 and effective as of the Effective
Date (the “Employment Agreement”), which provides for at-will employment and, among other things, the following principal
terms:
● Base Salary. An annual base salary of $500,000, which may not be decreased without Mr. Shrestha’s prior written consent
and which will be increased to the greater of $700,000 or the then-applicable market rate, as determined by the Compensation Committee
of the Board, upon the Company’s raising of at least $10,000,000.
● Annual Bonus . Eligibility for an annual cash bonus under the Company’s annual bonus program, tied to key performance
indicators and individual and Company performance, with a range of 0% to 200% of base salary. Any bonus for the first fiscal year of employment
will be prorated.
● Restricted Stock Awards . Grant of the Sign-On Award, the Acquisition Award and the Market Capitalization Awards (collectively,
the “Equity Awards,” and each, an “Equity Award”), in each case as defined and described below.
● Severance. If Mr. Shrestha’s employment is terminated by the Company without “Cause” or by Mr. Shrestha for
“Good Reason” (each as defined in the Employment Agreement), he will be entitled to salary-based severance in accordance with
the Company’s severance policy in effect at the time of termination, together with the Equity Award treatment described below. “Good
Reason” includes, among other things, a reduction in base salary, a material diminution in his authority as Chief Executive Officer,
and the Company’s failure to appoint him to, or nominate him for reelection to, the Board, subject to notice and cure provisions.
● Change in Control. Immediately prior to, and contingent upon, a “Change in Control” (as defined in the Employment
Agreement), all of Mr. Shrestha’s outstanding unvested Equity Awards will become fully vested, with all performance conditions deemed
satisfied, without any requirement that his employment terminate.
● Indemnification. Indemnification and advancement of expenses to the fullest extent permitted by law, directors’ and officers’
liability insurance coverage during his service and for six years thereafter, and the entry into a separate indemnification agreement
within thirty (30) days.
● Restrictive Covenants. Customary confidentiality, intellectual property assignment and mutual non-disparagement covenants,
as well as non-competition and non-solicitation covenants applicable during employment and for two years thereafter.
1
Equity Awards of Restricted Stock
On the Effective Date, upon the recommendation
of the Compensation Committee of the Board, the Board approved, and the Company and Mr. Shrestha entered into, a Restricted Stock Award
Agreement (the “Award Agreement”) under the Health In Tech, Inc. Equity Incentive Plan (the “Plan”) providing
for the grant to Mr. Shrestha of Equity Awards consisting of the following tranches of restricted stock:
● Sign-On Award : 2,000,000 shares of Class A common stock, par value $0.001 per share, of the Company (the “Class A Common
stock”), vesting in equal monthly installments over twelve (12) months, subject to continued service.
● Acquisition Award : between 1,500,000 and 2,000,000 shares of Class A Common Stock (with the final number to be determined by
the Compensation Committee of the Board upon closing), vesting in full upon the closing of a qualifying acquisition on or before December
31, 2028, subject to continued service, and otherwise forfeited.
● Market Capitalization Awards : five tranches, totaling 4,500,000 shares, that vest in equal monthly installments over twelve
(12) months following the first date on which the Company’s market capitalization, based on the 10-day volume-weighted average price
of the applicable share class, exceeds the applicable threshold on or before the applicable deadline, subject to continued service, and
are otherwise forfeited, as follows:
Tranche
Share Class
Shares
Market Capitalization Threshold
Achievement Deadline
MC-1
Class A Common Stock
1,500,000
> $150 million
April 30, 2028
MC-2*
Class A Common Stock
1,500,000
> $300 million
December 31, 2028
MC-3*
Class A Common Stock
500,000
> $500 million
December 31, 2029
MC-4*
Class A Common Stock
500,000
> $1 billion
December 31, 2031
MC-5
Class B Common Stock
500,000
> $150 million
April 30, 2028
* Contingent Grant Tranche, subject to Stockholder Approval
(as defined below).
The Sign-On Award, the Acquisition Award and the
MC-1 and MC-5 tranches (totaling 5,500,000 shares, assuming the maximum Acquisition Award) were granted on the Effective Date from shares
currently available under the Plan. Because the number of shares currently available under the Plan is insufficient to cover the remaining
tranches, the grant of the MC-2, MC-3 and MC-4 tranches (totaling 2,500,000 shares) is contingent upon stockholder approval at the Company’s
2026 Annual Meeting of Stockholders, which is scheduled to take place on November 10, 2026 (the “2026 Annual Meeting”), of
the proposed amendment to the Plan to increase the number of shares authorized for issuance thereunder (“Stockholder Approval”).
If Stockholder Approval is not obtained, those tranches will be forfeited without consideration.
2
If Mr. Shrestha’s service is terminated by
the Company for Cause or by Mr. Shrestha without Good Reason, all unvested shares described above will be forfeited. Upon any other termination
of service (including termination without Cause, resignation for Good Reason, death or disability), the unvested portion of the Sign-On
Award and any Market Capitalization Award tranche for which the threshold has been achieved will continue to vest (or, in the case of
a termination without Cause or for Good Reason, will fully vest), and the Acquisition Award (if no qualifying acquisition has closed)
and any Market Capitalization Award tranche for which the threshold has not been achieved will be forfeited. All Equity Awards under the
Award Agreement are subject to full acceleration upon a Change in Control, as described above, and to the Company’s clawback policy.
There are no arrangements or understandings between
Mr. Shrestha and any other person pursuant to which he was selected as Chief Executive Officer, other than the Employment Agreement described
above. There are no family relationships between Mr. Shrestha and any director or executive officer of the Company. Other than compensation
received for his prior service as Strategic Advisor to the Board and as a non-employee director, as described in the Company’s definitive
proxy statement on Schedule 14A for its 2026 Annual Meeting, as filed with the U.S. Securities and Exchange Commission (the “SEC”)
on October 13, 2026, Mr. Shrestha has no direct or indirect material interest in any transaction or proposed transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
The foregoing descriptions of the Employment Agreement
and the Award Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements,
copies of which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.