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

Taylor Devices, Inc. announced the retirement of Mark V. McDonough as Chief Financial Officer of the Company on December 31, 2022. Mr. McDonough has served as CFO since he joined the Company in 2003 and will remain as Corporate Secretary for the Company.

The Board of Directors has appointed Paul Heary as Chief Financial Officer of the Company effective January 1, 2023. Mr. Heary, age 52, is the former CFO of Multisorb Technologies, Inc. in West Seneca, NY, a leader in sorbent technology for over 50 years. He previously served as Senior Finance Director of Carleton Technologies Inc. (d.b.a. Cobham Mission Systems) in Orchard Park, New York, a U.S. Department of Defense contractor.

Mr. Heary holds an MBA and a BS in Business Administration from the State University of New York at Buffalo.

In connection with his employment, Mr. Heary will earn the following key compensation and benefits:

· an annual base salary of $220,000;

· eligibility to participate in the management bonus policy;

· participation in the Company's retirement, health and welfare, vacation and

other benefit programs; and

· eligibility for an annual incentive stock option award for 7,000 shares of the

Company's common stock.

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