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.

Resignation of Chief Operations Officer

On September 19, 2024, Stephen LaMarche, the former Chief Operations Officer of High Wire Networks, Inc. (the "Company"), resigned from his position with the Company. Mr. LaMarche will remain on the Company's Board of Directors (the "Board").

Appointment of Chief Operations Officer

On September 19, 2024, the Board appointed Edward Vasko, the Chief Executive Officer of the Company's Overwatch managed cybersecurity services division ("Overwatch"), to serve as Chief Operations Officer of the Company, effective immediately. Mr. Vasko will continue to serve as the Chief Executive Officer of Overwatch. Mr. Vasko, 54, has more than 33 years of experience in the cybersecurity industry, including extensive experience in business formation and development. He has also led several strategic mergers and acquisitions and exits. As a respected industry thought leader, he has addressed the national cybersecurity workforce development requirements for protecting the United States and its allies. Prior to joining the Company, from February 2020 until July 2024, Mr. Vasko served as the Director of Boise State University's Institute of Pervasive Cybersecurity, a leader in cybersecurity research and host of the competency development hub known as the Cyberdome. From May 2019 until May 2020, Mr. Vasko served as Senior Vice President, Service Delivery, DevSecOps, and Customer Success of Avertium, a cybersecurity firm.

Pursuant to the Offer Letter from the Company in connection with Mr. Vasko's position as Chief Executive Officer of Overwatch, which will remain in effect in connection with his appointment as Chief Operations Officer of the Company, in consideration for his service Mr. Vasko will receive an annualized base salary of $260,000 and will receive a one-time equity award with a grant date fair value of $40,000. In addition, Mr. Vasko will be eligible for (i) a target quarterly cash bonus in an amount of up to $45,000 based on a revenue target for existing revenue and (ii) a target quarterly cash bonus in an amount of up to $81,250 based on a revenue target for incremental net new revenue.

There are no family relationships between Mr. Vasko and any director or executive officer of the Company, and he does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.