Management Change/Compensation Form 8 K

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

On August 12, 2024, the Compensation Committee of the Board of Directors (the "Compensation Committee") of Quest Resource Holding Corporation (the "Company") approved the Company's Long-Term Incentive Plan (the "2024 LTIP"), in which the Company's named executive officers and other key officers may participate. Under the 2024 LTIP, the participants are eligible to be granted performance stock units ("PSUs") and any such PSUs will be issued pursuant to and subject to the terms of the Company's stockholder-approved 2024 Incentive Compensation Plan and the form of Performance Stock Unit Award Agreement thereunder (the "Award Agreement").

The PSUs will settle in common stock following the end of a three-year performance and service period. The number of shares of common stock a participant will be eligible to receive following such period will be determined based on the actual performance level achieved, either at threshold, target or the maximum level as set forth in the applicable Award Agreement for such performance period, and the applicable payout percentage, which would be 50% at threshold, 100% at target and 200% at maximum performance level with straight-line interpolations between threshold and target and target and maximum. Any earned PSUs will be fully vested and paid following the end of the three-year performance period, with a target payment date of March 15, 2027, subject to adjustment in accordance with the terms of the 2024 LTIP and the form of Award Agreement.

The Compensation Committee will retain the authority to administer the 2024 LTIP and to exercise discretion in connection with awards and other determinations made thereunder. The foregoing summary of the 2024 LTIP does not purport to be complete and is qualified in its entirety by reference to the complete text of the form of Award Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On August 12, 2024, in connection with the approval of the 2024 LTIP, the Compensation Committee approved the following PSU awards for its named executive officers: (i) 30,000 PSUs to S. Ray Hatch; (ii) 25,000 PSUs to David P. Sweitzer; and (iii) 20,000 PSUs to Brett W. Johnston.