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





(e) Restricted Stock Awards

On January 23, 2023, PEDEVCO Corp. (the "Company", "we" and "us") issued, after recommendation by the Compensation Committee of the Company's Board of Directors and approval by the Board of Directors, and in connection with the Company's 2022 year annual compensation review, an aggregate of 1,250,000 shares of restricted Company common stock and options to purchase an aggregate of 540,000 shares of restricted Company common stock under the Company's 2021 Equity Incentive Plan (the "Plan"), in consideration for services rendered, and to be rendered, by various officers and employees of the Company. The Plan has been registered on a Form S-8 Registration Statement previously filed by the Company.

Included as part of the issuances was the issuance of:





    (A) 200,000 shares to Mr. Paul Pinkston, the Company's Chief Accounting
        Officer, which shares vest at the rate of (i) 1/3 of such shares on the
        one (1) year anniversary of the January 23, 2023 grant date (the "Grant
        Date"); (ii) 1/3 on the two (2) year anniversary of the Grant Date; and
        (iii) 1/3 on the three (3) year anniversary of the Grant Date
        (collectively, the "Three Year Vesting Terms"), subject to Mr. Pinkston's
        continued service to the Company on such vesting dates, and subject to the
        terms and conditions of a Restricted Shares Grant Agreement entered into
        between the Company and Mr. Pinkston;

    (B) 400,000 shares to Dr. Simon G. Kukes, the Chief Executive Officer of the
        Company, all of which are subject to the Three Year Vesting Terms, subject
        to Dr. Kukes' continued service to the Company on such vesting dates, and
        subject to the terms and conditions of a Restricted Shares Grant Agreement
        entered into between the Company and Dr. Kukes;

    (C) 350,000 shares to Mr. J. Douglas Schick, the President of the Company, all
        of which are subject to the Three Year Vesting Terms, subject to Mr.
        Schick's continued service to the Company on such vesting dates, and
        subject to the terms and conditions of a Restricted Shares Grant Agreement
        entered into between the Company and Mr. Schick;

    (D) 300,000 shares to Mr. Clark R. Moore, the Executive Vice President,
        General Counsel and Secretary of the Company, all of which are subject to
        the Three Year Vesting Terms, subject to Mr. Moore's continued service to
        the Company on such vesting dates, and subject to the terms and conditions
        of a Restricted Shares Grant Agreement entered into between the Company
        and Mr. Moore; and

    (F) five year options to purchase 540,000 shares of restricted Company common
        stock with an exercise price of $1.09 per share to certain other
        non-executive employees of the Company, all of which are subject to the
        Three Year Vesting Terms, subject to such recipient's continued service to
        the Company on such vesting dates, and subject to the terms and conditions
        of a Stock Option Grant Agreement entered into between the Company and
        each such recipient.

The description of the restricted stock awards and options above is not complete and is qualified in its entirety by the form of Restricted Shares Grant Agreement and form of Stock Option Agreement for the awards granted on January 23, 2023, which are incorporated by reference herein as Exhibit 10.2 and 10.3, and which are incorporated by reference into this Item 5.02 in their entirety.





(e) Annual Cash Bonuses

On January 23, 2023, after recommendation by the Compensation Committee of the Company's Board of Directors, the Board of Directors of the Company, in connection with the Company's annual compensation review, approved cash bonuses for (i) Mr. Paul Pinkston, the Company's Chief Accounting Officer, in the amount of $37,000, (ii) Mr. J. Douglas Schick, the President of the Company, in the amount of $102,000, and (iii) Mr. Clark R. Moore, the Executive Vice President, General Counsel and Secretary of the Company in the amount of $98,000.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description

   10.1       PEDEVCO Corp. 2021 Equity Incentive Plan * (1)
   10.2       PEDEVCO Corp. 2021 Equity Incentive Plan Form of Restricted Shares
              Grant Agreement * (2)
   10.3       PEDEVCO Corp. 2021 Equity Incentive Plan Form of Stock Option Grant
              Agreement * (2)
    104       Inline XBRL for the cover page of this Current Report on Form 8-K

*Indicates management contract or compensatory plan or arrangement.

(1) Filed on September 1, 2021, as an exhibit to the Company's Current Report on Form 8-K and incorporated herein by reference (File No. 001-35922).

(2) Filed on September 1, 2021, as an exhibit to the Company's Registration on Form S-8 and incorporated herein by reference (File No. 333-259248).






2

© Edgar Online, source Glimpses