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

Appointment of Chief Operating Officer



On January 18, 2022, PFSweb, Inc. (the "Company") appointed Zach Thomann as the
Company's Chief Operating Officer. Mr. Thomann will continue to serve as the
President of Priority Fulfillment Services, Inc., a wholly-owned subsidiary of
the Company and continues to serve as Executive Vice President of the Company.

Mr. Thomann, age 40, has been employed by the Company since 2003 and served as
Executive Vice President and President of the PFS Operations business unit since
2021, Executive Vice President and General Manager of the Company's PFS
Operations business unit from 2018 through 2021, Senior Vice President and
General Manager of the Company's PFS Operations business unit from 2017-2018,
Senior Vice President and General Manager of the Company's Omni-Channel
Operations from 2016 to 2017, Vice President and General Manager of the
Company's Omni-Channel Operations from 2015 to 2016, Vice President of Program
Management from 2013 to 2015, Director of Program Management from 2012 to 2013
and held various program management and client implementation roles at the
Company from 2003 to 2012.

In his roles with the Company, Mr. Thomann will receive an annual base salary of
$475,000. He will be eligible for a cash award under the Company's annual
incentive plan consistent with his existing employment agreement (filed with the
SEC with the Company's quarterly report on Form 10-Q filed on August 7, 2020).
In light of Mr. Thomann's efforts and contributions to advance the sale of our
LiveArea business unit last year and the growth of the Company, the Company will
pay Mr. Thomann the calendar year 2021 short-term incentive plan awards,
including cash and stock, at the 2021 target level performance award level
amounts of $126,750 and 17,928 shares, respectively, upon the earlier of April
15, 2022 or the completion of a strategic transaction involving the Company.
Further, in order to incentivize Mr. Thomann to remain with the Company and
continue his efforts to maximize the value of the Company, including exploring
and acting on strategic alternatives in relation to the Company, the Company has
entered into a new transaction retention bonus agreement with Mr. Thomann (a
"Retention TRBA") whereby he will receive a $250,000 retention cash bonus to be
paid on or before January 31, 2022, subject to a claw back in the event Mr.
Thomann voluntarily separates or leaves the Company prior to December 31, 2022,
unless a strategic transaction is completed prior to such date, in which case
such Retention TRBA bonus shall be vested in full. The foregoing description of
the Retention TRBA with Mr. Thomann does not purport to be complete and is
subject to, and qualified in its entirety by, the full text of the Retention
TRBA, a copy of which is filed herewith as Exhibit 5.2. The Company has
previously entered into a transaction bonus agreement ("TRBA") with Mr. Thomann
(as disclosed in the Company's Form 8-K filed with the SEC on July 6, 2021
substantially in the form filed as an exhibit with the Company's Form 8-K filed
with the SEC on August 27, 2021 ("August 8-K")) and the parties have agreed to
modify such prior TRBA to extend the date under which the transaction bonus will
be paid to Mr. Thomann upon the later date of a strategic transaction closing or
December 31, 2022 and in connection with such strategic transaction that the
value of the transaction bonus will be modified to .305% of the transaction
value as described in the August 8-K.

Mr. Thomann has no family relationships with any director or executive officer
of the Company, and there are no arrangements or understandings with any person
pursuant to which he was appointed Chief Operating Officer of the Company. In
addition, there have been no transactions directly or indirectly involving Mr.
Thomann that would be required to be disclosed pursuant to Item 404(a) of
Regulation S-K under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") .

Resignation of Chief Accounting Officer

Effective as of January 18, 2022, Stephanie DelaCruz, Chief Accounting Officer and Controller, resigned her position with the Company. Ms. DelaCruz has accepted a job opportunity with another company.

ITEM 7.01 Regulation FD Disclosure

On January 24, 2022, the Company issued a press release regarding the appointment of Mr. Thomann. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.



The information presented in Item 7.01 of this Current Report on Form 8-K and
Exhibits 99.1 shall not be deemed to be "filed" for purposes of Section 18 of
the Exchange Act, or otherwise subject to the liabilities of that section,
unless the Company specifically states that the information is to be considered
"filed" under the Exchange Act or specifically incorporates it by reference into
a filing under the Securities Act of 1933, as amended, or the Exchange Act.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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Exhibit No.              Description
5.2                        Transaction Retention Bonus Agreement by and

between Zach Thomann and Priority


                         Fulfillment Services, Inc. dated as of January 18, 2022
99.1                       Press Release Issued     J    a    nu    ary 24, 2022
104                      Cover Page Interactive Data file, formatted in Inline XBRL



Cautionary Note Regarding Forward-Looking Statements. This Current Report on
Form 8-K and the press release contain forward-looking statements which involve
certain risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by these statements.

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