Item 5.02. Departure of Directors or Certain Officers, Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 15, 2022, the Compensation Committee of the Board of Directors (the
"Board") and the Board of INVO Bioscience, Inc. (the "Company"), approved and
authorized compensation, as described below, to its non-employee directors to
enable the Company to attract and retain qualified non-employee directors and in
consideration of their service to the Company (the "Non-Employee Director
Compensation"). The Board approved the following cash payments, stock grants and
option grants under the Non-Employee Director Compensation: (1) each
non-employee director receives a cash retainer fee of $25,000, a stock grant
worth $25,000 and an option to purchase $25,000 worth of common stock; (2) the
Chairs of the Audit Committee, the Nominating and Corporate Governance
Committee, the Compensation Committee, and the Marketing Committee each receive
(in addition to the compensation set forth in (1) above) an additional cash fee
of $12,500, an additional stock grant worth $5,000 and an additional option to
purchase $5,000 worth of common stock; (3) Directors serving on the above stated
committees (other than the Chair of such committees) will receive (in addition
to the compensation set forth in (1) above) an additional cash retainer of
$5,000, an additional stock grant worth $2,000 and an additional option to
purchase $2,000 worth of common stock. The Company calculated the amount of
shares issuable with respect to the above-described stock grants using the
closing price of the Company shares of common stock as listed on Nasdaq on
January 14, 2022, or $3.61. The above-described stock options vest in equal
monthly amounts over the course of one year, have a term of 10 years and an
exercise price of $3.61. The stock grants and option grants were made under the
Corporation's 2019 Stock Incentive Plan (the "Plan").
On January 15, 2022, the Compensation Committee of the Board and the Board
approved and authorized the following equity compensation under the Plan to
Steve Shum, CEO, Michael Campbell, COO and Andrea Goren, CFO. In consideration
of services rendered in 2021: (1) for Steve Shum an equity bonus consisting of
(A) 20,111 shares of common stock and (B) a stock option to purchase 57,018
shares of common stock; (2) for Michael Campbell an equity bonus consisting of
(A) 15,236 shares of common stock and (B) a stock option to purchase 18,513
shares of common stock; and (3) for Andrea Goren an equity bonus consisting of
(A) 5,361 shares of common stock and (B) a stock option to purchase 15,197
shares of common stock. The above-described stock options vest in equal monthly
amounts over the course of three years, have a term of 10 years, and an exercise
price of $3.61.
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INVO BIOSCIENCE, INC. 
