U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

SCHEDULE 14A

____________________

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrantx

Filed by a Party other than the Registrant¨

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x		Definitive Proxy Statement
¨		Definitive Additional Materials
¨		Soliciting Materials Pursuant to §240.14a-12

GLYECO, INC.

(Name of the Registrant as Specified in its Charter)

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GLYECO, INC.

4802 E. Ray Rd., Ste. 23-408230 Gill Way

Phoenix, AZ 85044Rock Hill, SC 29730

Telephone: (866) 960-1539

Dear Fellow Stockholder:

You are cordially invited to attend the 20152016 Annual Meeting of Stockholders of GlyEco, Inc. on Friday, November 13, 2015,December 2, 2016, at 10:1:00 a.m. MST.p.m. EST. The meeting will be held at 10429 South 51st Street, 2ndthe offices of Robinson Brog Leinwand Greene Genovese & Gluck P.C., 875 Third Avenue, 9th Floor, Phoenix, AZ 85044.

New York, NY 10022.

If you plan to attend the annual meeting in person, you must either call or email Matt Hamilton, General Counsel,us at (866) 960-1539 Ext. 711 or mhamilton@glyeco.comemail us atinfo@glyeco.com on or before October 30, 2015,November 18, 2016, and ask to have your name placed on the attendance list. Only those whose names appear on the attendance list will be allowed to enter and attend the meeting. Please note that you will need to present picture identification to gain entrance to the meeting.

Enclosed please find our proxy statement and related materials. Whether or not you plan to attend the meeting, your vote is very important, and we encourage you to vote promptly. You may vote your shares over the Internet or by mail by following the instructions on the proxy card. If you do attend the meeting, you will, of course, have the right to revoke the proxy and vote your shares in person. If you hold your shares through an account with a broker, nominee, fiduciary, or other custodian, please follow the instructions you receive from them to vote your shares.

On behalf of the Board of Directors, I would like to express our sincere appreciation for your continued support of GlyEco, Inc.

Sincerely,

/s/ David Ide                                                    Grant Sahag

David IdeGrant Sahag

Chief Executive Officer and President

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GLYECO, INC.

4802 E. Ray Rd., Ste. 23-408230 Gill Way

Phoenix, AZ 85044Rock Hill, SC 29730

Telephone: (866) 960-1539

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 13, 2015

DECEMBER 2, 2016

To Our Stockholders:

The 20152016 Annual Meeting of Stockholders of GlyEco, Inc. will be held on Friday, November 13, 2015,December 2, 2016, at 10:1:00 a.m. MST,p.m. EST, at 10429 South 51st Street, 2ndthe offices of Robinson Brog Leinwand Greene Genovese & Gluck P.C., 875 Third Avenue, 9th Floor, Phoenix, AZ 85044,New York, NY 10022, for the following purposes, as more fully described in the accompanying proxy statement:

1.    To elect a board of directors consisting of seven (7) members to serve until the next annual meeting of stockholders or until their successors have been duly elected and qualified;

	1.2.    To ratify the selection of KMJ Corbin & Company, LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2016;	To elect a board of directors consisting of seven members to serve until the next annual meeting of stockholders or until their successors have been duly elected and qualified;
	2.	To ratify the selection of KMJ Corbin & Company, LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2015; and
	3.	3.    To approve, on an advisory basis, the compensation of the Company’s named executive officers; 4.    To indicate, on an advisory basis, the preferred frequency of holding an advisory vote on the compensation of the Company’s named executive officers; and 5.    To transact such other business as may properly come before the annual meeting.

Only stockholders of record of the company’s common stock at the close of business on September 21, 2015,October 4, 2016, are entitled to notice of and to vote at our annual meeting or any continuations, adjustments, or postponements thereof. A list of stockholders as of this date will be available during normal business hours for examination at our offices by any stockholder for any purpose relevant to our annual meeting for a period of ten days prior to the annual meeting.

We hope that you can attend the annual meeting in person. However, even if you plan to attend, please vote your proxy as soon as possible, so that we may be assured of a quorum to transact business. If you receive more than one proxy because you own shares registered in different names or addresses, each proxy should be voted. Your proxy is revocable and will not affect your right to vote in person in the event you are able to attend the meeting.

Your attention is directed to the accompanying proxy statement. This proxy statement is first being mailed to stockholders on or about October 2, 2015.

19, 2016.

Our annual and quarterly reports are available at the “SEC Filings” link“Investor Relations” tab on our website atwww.glyeco.com/company.htmlinvestor_relations.

Thank you for your ongoing support of GlyEco. We look forward to seeing you at the annual meeting.

By Order of the Board of Directors,

/s/ Grant Sahag

Grant Sahag

Chief Executive Officer and President

Rock Hill, South Carolina

October 19, 2016

TABLE OF CONTENTS

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TABLE OF CONTENTS

		Page No:
	Proxy Statement
				1
Proxy Statement			5
Questions and Answers About the Annual Meeting and Voting			5	1
Directors, Executive Officers and Corporate Governance			8	5
Director Compensation			15	12
Executive Compensation			16	13
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			25	21
Proposal 1: Election of Directors			28	24
Proposal 2: Ratification of Appointment of Independent Registered Public Accountant		25
29 Proposal 3: Advisory Vote on the Compensation of our Named Executive Officers		27
Proposal 4: Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation		28
Certain Relationships and Related Transactions			31	29
Stockholder Proposals			31	29
Other Matters			31	29

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GLYECO, INC.

4802 E. Ray Rd., Ste. 23-408230 Gill Way

Phoenix, AZ 85044Rock Hill, SC 29730

Telephone: (866) 960-1539

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 13, 2015

DECEMBER 2, 2016

This proxy statement contains information related to the 20152016 Annual Meeting of Stockholders of GlyEco, Inc. to be held on Friday, November 13, 2015,December 2, 2016, beginning at 10:1:00 a.m. local time,p.m. EST, at 10429 South 51st Street, 2ndthe offices of Robinson Brog Leinwand Greene Genovese & Gluck P.C., 875 Third Avenue, 9th Floor, Phoenix, AZ 85044,New York, NY 10022, and any continuations, adjournments, or postponements thereof. This proxy statement is first being mailed to stockholders on or about October 2, 2015.19, 2016.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

1. Why did I receive these proxy materials?

We are providing this meeting notice, proxy statement, and proxy cards (collectively referred to herein as the “Proxy Materials”) in connection with the solicitation by the Board of Directors of GlyEco, Inc., a Nevada corporation (referred to herein as “GlyEco,” the “Company,” “we,” “us,” and “our”), of proxies to be voted at our 20152016 Annual Meeting of Stockholders (the “Annual Meeting”). The proxies also may be voted at any continuations, adjournments, or postponements of the Annual Meeting. This proxy statement contains information you may use when deciding how to vote in connection with the Annual Meeting.

2. When and where is the Annual Meeting, and who may attend?

The Annual Meeting will be held on Friday, November 13, 2015,December 2, 2016, at 10:1:00 a.m.p.m. EST, at the offices of Robinson Brog Leinwand Greene Genovese & Gluck P.C., local time, at 10429 South 51st Street, 2nd875 Third Avenue, 9th Floor, Phoenix, AZ 85044.New York, NY 10022. Stockholders who are entitled to vote may attend the meeting, as well as our invited guests.

3. Who is entitled to vote at the Annual Meeting?

You are entitled to vote if you owned shares of our common stock as of the close of business on the record date, September 21, 2015.October 4, 2016. Each share of common stock is entitled to one vote and there is no cumulative voting. As of September 21, 2015,October 4, 2016, we had 71,303,303119,575,964 shares of common stock issued and outstanding. Both Nevada law and our Amended and Restated Bylaws require our Board of Directors to establish a record date in order to determine who is entitled to receive notice of the Annual Meeting, and to attend and vote at the Annual Meeting and any continuations, adjournments or postponements of the meeting.

4. What do I need to do to attend the Annual Meeting?

If you plan to attend the Annual Meeting in person, you must either call or email Matt Hamilton, General Counsel,us at (866) 960-1539 Ext. 711 or mhamilton@glyeco.comemail us at info@glyeco.com on or before October 30, 2015,November 18, 2016, and ask to have your name placed on the attendance list. Only those whose names appear on the attendance list will be allowed to enter and attend the meeting. Please note that you will need to present picture identification to gain entrance to the meeting.

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5. What proposals are being presented for stockholder vote at the Annual Meeting?

The following proposals will be considered and voted on at the Annual Meeting:

1.   The election of a board of directors consisting of seven (7) members to serve until the next annual meeting of stockholders or until their successors have been duly elected and qualified (Proposal 1);

1.	The election of a board of directors consisting of seven members to serve until the next annual meeting of stockholders or until their successors have been duly elected and qualified (Proposal 1)2.   The ratification of the selection of KMJ Corbin & Company, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016 (Proposal 2);
2.	The ratification of the selection of KMJ Corbin & Company, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 (Proposal 2); and
3.	Any other business that may properly come before the meeting.

3.   To approve, on an advisory basis, the compensation of the Company’s named executive officers (Proposal 3);

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4.   To indicate, on an advisory basis, the preferred frequency of holding an advisory vote on the compensation of the Company’s named executive officers (Proposal 4); and

5.   Any other business that may properly come before the meeting.

6. How does the Board of Directors recommend that I vote?

The Board of Directors recommends that you vote your shares:

•Proposal 1 — “FOR” the election of each of Dwight Mamanteo, Charles F. Trapp, David Ide, Frank Kneller, Scott Nussbaum, Scott Krinsky, and Grant Sahag as directors of the Company;

	·	Proposal 1 – “FOR” the election of each of Dwight Mamanteo, David Ide, Michael Jaap, Richard Q. Opler, Karim Babay, Charles Trapp, and Frank Kneller as directors of the Company; and
	·	Proposal 2 – “FOR” the ratification of the selection of KMJ Corbin & Company, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015.

•Proposal 2 —“FOR” the ratification of the selection of KMJ Corbin & Company, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016;

•Proposal 3—“FOR” approval, on an advisory basis, of the compensation of the Company’s named executive officers; and

•     Proposal 4 —“FOR” the option of“Every 3 Years” as the preferred frequency of holding an advisory vote on the compensation of the Company’s named executive officers.

7. Are there any other matters to be acted upon at the Annual Meeting?

We do not know of any other matter to be presented or acted upon at the meeting. If any matters not set forth in the meeting notice included in the Proxy Materials are properly brought before the meeting, the persons named in the enclosed proxy will vote thereon in accordance with their best judgment.

8.How many votes must be present to hold the Annual Meeting?

A majority of the shares entitled to vote on the matters to be considered at the Annual Meeting, or 35,651,65259,787,983 shares, must be present in person or by proxy to hold the Annual Meeting. If a share is represented for any purpose at the Annual Meeting, it is deemed to be present for quorum purposes and for all other matters as well. Abstentions and broker non-votes will count for purposes of establishing a quorum but will not count as votes cast on any matter.

9. How many votes are needed to approve the proposals?

•Proposal 1: To elect a board of directors consisting of seven (7) members to serve until the next annual meeting of stockholders or until their successors have been duly elected and qualified, the seven (7) nominees who receive the most votes cast in their favor shall be elected. Abstentions and broker non-votes will have no effect.

	·	Proposal 1: To elect a board of directors consisting of seven members to serve until the next annual meeting of stockholders or until their successors have been duly elected and qualified, the seven nominees who receive the most votes cast in their favor shall be elected. Abstentions and broker non-votes will have no effect.
	·	Proposal 2: To ratify the selection of KMJ Corbin & Company, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015,•Proposal 2: To ratify the selection of KMJ Corbin & Company, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016, an affirmative vote of a majority of the shares cast on the proposal is required. Abstentions and broker non-votes will have no effect.

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•Proposal 3: The advisory approval of the compensation of our named executive officers must receive the affirmative vote of a majority of the shares cast on the proposal in order to be approved, although such vote will not be binding on us. Abstentions and broker non-votes will not be counted as participating in the voting and will therefore have no effect.

•Proposal 4: For the proposal regarding the frequency of holding an advisory vote on the compensation of our named executive officers, the frequency option, if any, that receives the affirmative vote of a majority of the votes cast on the proposal will be considered the frequency preferred by our stockholders, although such vote will not be binding on us. Abstentions and broker non-votes will not be counted as participating in the voting and will therefore have no effect.

10. How do I vote?

In Person at the Annual Meeting: All stockholders may vote in person at the Annual Meeting.

By Internet: You can vote via the Internet by following the instructions provided in the meeting notice or by accessing the Internet atwww.proxyvote.com and following the instructions contained on that website.

By Mail: You can vote by mail by requesting a paper copy of the proxy materials be sent to your home address. Upon receipt of the materials, you may fill out the enclosed proxy card and return it per the instructions on the card.

11. What can I do if I change my mind after I vote my shares?

If you are a stockholder of record, you can revoke your proxy before it is exercised by (1) sending written notice to Matt Hamilton, General Counsel,GlyEco, Inc., Attn: Corporate Secretary, at 4802 E. Ray Rd. Ste. 23-408, Phoenix, AZ 85044PO Box 10112, Rock Hill, SC 29731, (2) timely delivering a valid, later-dated proxy, (3) voting again over the Internet prior to the meeting date and time, or (4) voting by ballot at the Annual Meeting. No such revocation will be effective, however, unless received by us at or prior to the Annual Meeting. Simply attending the meeting does not revoke your proxy.

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12. What if I do not specify a choice for a matter when returning a proxy?

Proxies that are signed and returned but do not contain voting instructions will be voted (1) “FOR” the election of each of Dwight Mamanteo, Charles F. Trapp, David Ide, Michael Jaap, Richard Q. Opler, Karim Babay, Charles Trapp,Frank Kneller, Scott Nussbaum, Scott Krinsky, and Frank KnellerGrant Sahag as directors of the Company, (2) “FOR” the ratification of the selection of KMJ Corbin & Company, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015,2016, (3)“FOR” the approval of the compensation of our named executive officers, (4) For the option of“Every 3 Years” as the preferred frequency for holding an advisory vote on the compensation of our named executive officers, and (3)(5) in accordance with the best judgment of the named proxies on any other matters properly brought before the meeting.

If necessary, and unless the shares represented by the proxy are voted in a manner contrary to the manner described in the preceding sentence, the persons named in the proxy may also vote in favor of a proposal to recess the Annual Meeting and to reconvene it on a subsequent date or dates, without further notice, in order to solicit and obtain sufficient votes to approve or disapprove any matters being considered at the Annual Meeting.

13. Will my shares be voted if I do not provide my proxy or instruction form?

If you are a stockholder of record and do not provide a proxy, you must attend the Annual Meeting in order to vote.

14. What does it mean if I receive more than one meeting notice?

If you received multiple meeting notices, it means that you hold your shares in different ways or in multiple accounts. You should vote all of your shares either in person, by Internet, or by mail.

15. Who will pay for the cost of this proxy solicitation?

We will bear the cost of this proxy solicitation.

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16. May stockholders ask questions at the Annual Meeting?

Yes. The Chairman will answer questions from stockholders during the designated question and answer period of the meeting. In order to provide an opportunity for everyone who wishes to ask a question, stockholders may be limited to two minutes each to present their question. When speaking, stockholders must direct questions to the Chairman and confine their questions to matters that relate directly to the business of the meeting. Stockholders will not be able to make statements.

17. Are there any rights of appraisal or similar rights of dissenters with respect to any matter to be acted upon at the Annual Meeting?

Under the Nevada Revised Statutes, stockholders do not have any dissenters’ appraisal rights with respect to the matters to be acted upon at the Annual Meeting.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The members of the Board of Directors of the Company serve for a period of one year or until his/her successor is elected and qualified. The officers of the Company are appointed by our Board of Directors and hold office until their death, resignation, or removal from office. The following table sets forth certain information with respect to the current directors director nominees, and executive officers of the Company:

Name		Age	Age	Position	Position		Director Since
David Ide		42		Chief Executive Officer, President, and Director		October 24, 2014
Dwight Mamanteo		4647		Chairman of the Board		January 15, 2014
Michael Jaap		5960		Director		November 28, 2011
Richard Q. Opler		6061		Director		July 29, 2013
Keri SmithDavid Ide		5043		Director		July 29, 2013October 24, 2014
Charles F. Trapp		6667		Director		May 22, 2015
Frank Kneller		5758		Director		August 17, 2015
Karim Babay		4142		Director		November 13, 2015
Scott Nussbaum		39		Director Nominee		-—
Richard GeibScott Krinsky		6854		Director Nominee		—
Grant Sahag		32		Chief TechnicalExecutive Officer, President, and Director Nominee		—
Ian Rhodes		44		Chief Financial Officer		-—

David Ide – Chief Executive Officer, President, and Director. Mr. Ide became a director of the Company on October 24, 2014. On January 21, 2015, the Board of Directors appointed him to serve as interim Chief Executive Officer and President, effective February 1, 2015. Since August 2010, Mr. Ide has served as an independent director, investor, and advisor to technology and start-up ventures focused on simple to use software automation tools including mobile SaaS, CMS, and custom marketing and payment systems for small to medium businesses, developers, and enterprise customers. Mr. Ide served as non-executive Chairman of Spindle, Inc. from January 2012 to November 2014. Mr. Ide was a founder and the Chairman and Chief Executive Officer of Modavox, Inc. in October 2005 after he managed the transition of SurfNet Media into Modavox, Inc. In July 2009, Mr. Ide developed and executed Modavox, Inc.’s acquisition of Augme Technologies, Inc. creating the first full service mobile agency for Fortune 100 companies. At that time, Mr. Ide was appointed to the Board of Directors of Augme Technologies, Inc. and became the Chief Strategy Officer. He resigned as an officer and director in August 2010 to engage in developing and advising technology companies. Mr. Ide was also an independent director in the early stage of SEFE, Inc. Prior to 2005, Mr. Ide served as President of a successful digital agency in Arizona focused on ecommerce, targeted and demand marketing, CMS, and SaaS marketing platforms for fortune 500 companies. Mr. Ide is a technology entrepreneur and an experienced CEO, chairman, patented inventor, and director.

Dwight Mamanteo –— Chairman of the Board.Mr. Mamanteo became a director of the Company on January 15, 2014. On January 21, 2015, the Board of Directors appointed him to serve as Chairman of the Board, effective February 1, 2015. Since November 2004, Mr. Mamanteo has served as a Portfolio Manager at Wynnefield Capital, Inc. Since March 2007, Mr. Mamanteo has served on the Board of Directors of MAM Software Group, Inc. (NASDAQ: MAMS), a provider of innovative software and data solutions for a wide range of businesses, including those in the automotive aftermarket. Mr. Mamanteo serves as the Chairman of the Compensation Committee and as a member of the Audit and Governance Committees. From June 2013 to October 2014, Mr. Mamanteo served on the Board of Directors of ARI Network Services, Inc. (NASDAQ: ARIS), a provider of products and solutions that serve several vertical markets with a focus on the outdoor power, power sports, marine, RV, and appliance segments. Mr. Mamanteo served as the Chairman of the Governance Committee and as a member of the Compensation Committee. From March 2012 to April 2012, Mr. Mamanteo served on the Board of Directors of CDC Software Corp. (NASDAQ: CDCS), a provider of Enterprise CRM and ERP software designed to increase efficiencies and profitability. Mr. Mamanteo served as a member of the Audit Committee. From April 2009 to November 2010, Mr. Mamanteo served on the Board of Directors of EasyLink Services International Corp. (NASDAQ: ESIC), a provider of on demand electronic messaging and transaction services that help companies optimize relationships with their partners, suppliers and customers. Mr. Mamanteo served as a member of the Compensation and Governance & Nominating Committees. From December 2007 to November 2008, Mr. Mamanteo served on the Board of Directors and as the Chairman of PetWatch Animal Hospitals, Inc. (a private company), a provider of primary care and specialized services to companion animals through a network of fully owned veterinary hospitals. Mr. Mamanteo received an M.B.A. from the Columbia University Graduate School of Business and a Bachelor of ScienceEngineering in Electrical Engineering from Concordia University (Montreal). Mr. Mamanteo brings to the Board valuable business, operations, finance, and governance experience of public and private companies, in the automotive aftermarket and other industries.

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Michael Jaap –— Director.Mr. Jaap has had an extensive career in the field of nonferrous scrap metal recycling, including the areas of copper recycling and copper related raw material feed procurement. Mr. Jaap has worked with companies such as Amax Copper, where he held positions of purchasing copper and precious metal based scrap. Mike also worked for Commercial Metals, where he ran the yard operations of their Los Angeles facility. Mr. Jaap worked for Metal Traders, Warrenton Refining Company, owned by Phillip Anschutz. Mr. Jaap was involved with scrap copper procurement and copper ingot sales. Cyprus Copper Company acquired Warrenton, and Mr. Jaap worked for the Cyprus Copper Division in Phoenix AZ. The sale of Warrenton by Cyprus prompted Mr. Jaap to set up his own companies over the next 19 years. These companies include Copper Consulting Industries, DeReelTech, Southwest Metals, Commodity Choppers, INTL Sieramet, Carbontech, JPH LLC and other ventures not specific to the recycling industry. Mr. Jaap currently owns and operates a copper recycling facility in Indiana, and is an active member of Southwest Metals in Glendale, AZ. Mr. Jaap is a graduate of Michigan State University with a BS in Microbiology and Public Health. Mr. Jaap brings to the Board operations experience in renewables during his work in the scrap metal industry.

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Richard Q. Opler –— Director. Since 1998, Mr. Opler has worked in real estate development. Previously Mr. Opler held careers as a commercial real estate agent, VP of Finance for a technology startup firm, and VP of a business consulting and venture capital firm. He also served as director at certain companies. From 1977 to 1985 he worked at World’s Finest Chocolate. Mr. Opler received a Bachelor’s degree from Duke University in 1977 and a Master’s degree in business from the University of Chicago in 1981. Mr. Opler brings to the Board finance and investment experience during his time in real estate, technology, and manufacturing.

Keri Smith –David Ide — Director. Ms. SmithMr. Ide became a director of the Company on October 24, 2014. On January 21, 2015, the Board of Directors appointed him to serve as interim Chief Executive Officer and President, effective February 1, 2015. Mr. Ide served as interim Chief Executive Officer and President until May 1, 2016. Since August 2010, Mr. Ide has 25 years of experience in Securities Services, during which she has occupied many significant operational and management positions. From 2009 to 2012, Ms. Smith served as an independent director, investor, and advisor to technology and start-up ventures focused on simple to use software automation tools including mobile SaaS, CMS, and custom marketing and payment systems for small to medium businesses, developers, and enterprise customers. Mr. Ide served as non-executive Chairman of Spindle, Inc. from January 2012 to November 2014. Mr. Ide was a founder and the Chairman and Chief Executive Director within WSS, Global Fund Services DivisionOfficer of Modavox, Inc. in October 2005 after he managed the transition of SurfNet Media into Modavox, Inc. In July 2009, Mr. Ide developed and executed Modavox, Inc.’s acquisition of Augme Technologies, Inc. creating the first full service mobile agency for JPMorgan Chase, BostonFortune 100 companies. At that time, Mr. Ide was appointed to the Board of Directors of Augme Technologies, Inc. and JPMorgan Chase, London. From 2006became the Chief Strategy Officer. He resigned as an officer and director in August 2010 to 2008, sheengage in developing and advising technology companies. Mr. Ide was also an independent director in the Global Head/Director – Worldwide Network Managementearly stage of SEFE, Inc. Prior to 2005, Mr. Ide served as President of a successful digital agency in Arizona focused on ecommerce, targeted and demand marketing, CMS, and SaaS marketing platforms for RBC Dexia Investor Services, London. From 1998fortune 500 companies. Mr. Ide is a technology entrepreneur and an experienced CEO, chairman, patented inventor, and director. Mr. Ide brings to 2006, Ms. Smith was the Director – Global Network ManagementBoard experience in public company leadership, commercialization of Investors Bank & Trust Company,technologies, and from 1995 to 1998, she was the Vice President – Global Network Management of BankBoston. Ms. Smith attended Rhode Island College of Teaching for a Bachelorsexpertise in Education,automation and holds an Associates Degree in Finance.systems.

Charles F. Trapp –— Director.. Mr. Trapp is currently the former Executive Vice President and Chief Financial Officer of MAM Software Group, Inc. (NASDAQ: MAMS), a leading provider of business and supply chain management solutions primarily to the automotive parts manufacturers, retailers, tire and service chains, independent installers, and wholesale distributors in the automotive aftermarket.aftermarket, where he served as CFO from November 2007 until his retirement in October 2015. Prior to his employment with MAM Software Group, Inc., which began in November 2007, Mr. Trapp was the co-founder and President of Somerset Kensington Capital Co., a Bridgewater, New Jersey-based investment firm that provided capital and expertise to help public companies restructure and reorganize from 1997 until November 2007. Earlier in his career, he served as CFO and/or a board member for a number of public companies, including AW Computer Systems, Vertex Electronics Corp., Worldwide Computer Services and Keystone Cement Co. His responsibilities have included accounting and financial controls, federal regulatory filings, investor relations, mergers and acquisitions, loan and labor negotiations, and litigation management. Mr. Trapp is a Certified Public Accountant and received his Bachelor of Science degree in Accounting from St. Peter’s College in Jersey City, New Jersey. Mr. Trapp brings to the Board experience in financial leadership within manufacturing and distribution companies during his time at companies like Keystone Cement and the automotive aftermarket during his time at MAM Software.

Frank Kneller – Director. — Director. Mr. Kneller is currently the CEO of HoSoPo Corporation dba Horizon Solar Power, which was recently acquired by Oaktree Capital Management’s GFI Energy Group. Previously, Mr. Kneller was the Chief Operating Officer of Verengo Solar, a leading residential solar installation business that was founded in 2008 and grew rapidly to be a top 5 installerUS residential solar business by 2014. Mr. Kneller was recruited to Verengo Solar last October for his successful track record of driving operational excellence at multiple companies and across several different industries. In eight months, Mr. Kneller executed a turnaround project that reduced expenses and increased revenues in the strategic solar market of Southern California. From 2010 to 2014, Mr. Kneller served as the Vice President of Sales & Operations at Sears Holding Company, where he led sales and operations with full profit and loss responsibility of $1.3B, 740+ corporate stores, six franchise stores, multiple call centers, and over 12,000 associates. From 2007 to 2010, he served as the Chief Executive Officer of Aquion Water Treatment Products, a $250M global manufacturer and marketer of water treatment equipment and water quality solutions, where he was selected by the board to lead the revitalization of the company and was responsible for a total reorganization of the business. Mr. Kneller brings to the Board experience in leadership of companies with different sizes and within different industries, including auto service and distributed service to the consumer markets.

Karim Babay – Director Nominee. — Director.Mr. Babay is currently the President and Chief Investment Officer of Intrinsic Value Investment Partners, a hedge fund that is value focused.Mr. Babay has over 15 years of global investing and corporate finance experience allocating capital across the capital structure (credit and equity), angel investing, liquid and illiquid investments in securities. Mr. Babay started his Wall Street career at Lehman Brothers’ Mergers and Acquisition department. As a result of his stellar achievements, Mr. Babay was invited to join the Center of Excellence team of Principal Investing and, later joined the Capital Structure Arbitrage desk. A notable achievement at the global macro level was Mr. Babay’s call of the Housing Market Bubble in late 2005, which was mentioned in Larry McDonald’s book, “Colossal Failure of Common Sense.”Mr. Babay left Lehman Brothers in 2006 and joined Foxhill Capital, a distressed/special situation hedge fund, as a partner and member of the investment committee. Prior to his Wall Street experience, Mr. Babay implemented the global strategy for various international companies across the Middle East and Europe.Mr. Babay is proficient in three languages, English, French and Arabic, and possesses significant knowledge and understanding of global trends and their impact on current market conditions. Mr. Babay brings to the Board experience in investments and corporate governance within the public markets.

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has published numerous studies and analysis while at Columbia University. Mr. Babay is a member of the Board of Directors of the Arab Bankers Association of North America (ABANA), Overground Arts Alliance, and Chairman of the Board of the Friendship Ambassadors Foundation, Inc. (FAF).Mr..Mr. Babay received a B.S. in finance and economics from HEC Institute and an MBA from Columbia Graduate School of Business.

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Scott Nussbaum — Director Nominee. Mr. Nussbaum is an investor with fifteen years of experience investing in small public companies. Currently a Partner and Director of Operations for a Fund of Hedge Funds in New York, Mr. Nussbaum has experience developing and launching new lines of business, managing an internal regulatory compliance program, building & maintaining an infrastructure in support of front office activities and performing operational reviews in support of the firm’s investment portfolio. Mr. Nussbaum also serves as a Director and Endowment Manager for the Emerald Bay Association, a California-based non-profit organization. Mr. Nussbaum holds the Chartered Financial Analyst (CFA) designation and graduated with a Bachelor of Arts degree in Political Science from Tufts University. Mr. Nussbaum brings to the Board experience in investment in small public companies and operations responsibilities of a hedge fund.

Richard Geib – Chief Technical Officer. Scott Krinsky — Director Nominee.Mr. Geib was appointedKrinsky is a 35-year automotive aftermarket industry veteran. He joined Advance Auto Parts/CARQUEST in August 2006 as the Chief Technical Officer of the Company upon the consummation of the merger. Mr. Geibserved as Global Recycling Technologies’ Director of Technology and Development from July 2007 until the merger. Since 2002 through current, Mr. Geib has served as the President of WEBA, which develops advanced additive packages for antifreeze and heat transfer fluid and used glycol treatment processes, including re-distillation and recovery technology. Under Mr. Geib’s direction, WEBA launched its additive sales into Canada and Mexico. From 1998 through 2002, Mr. Geib served as President of Additives Inc., a former chemical division of Silco Distributing Co., where he developed new products, added many domestic customers, began industry trade show participation, became chairman of ASTM Coolants Committee, and established a laboratory, customer service, production, and sales department. From 1994 to 1998, Mr. Geib served as the Manager of the Chemical Division of Silco Distributing Company, where he developed and grew his division, developed products, designed a production plant, negotiated contracts for outside production, wrote marketing and technical literature, developed and implemented a sales program, arranged freight, and managed cash flow. From 1990 to 1994, Mr. Geib served as the President of Chemical Sales Company. From 1969 through 1989, Mr. Geib held several positions with Monsanto Company, including, Director of Sales, Detergents and Phosphates Division; Director, Process Chemicals, Europe/Africa Monsanto’s Europe/Africa Headquarters, Brussels, Belgium; Strategic and Financial Planning Director, Process Chemicals Division; Business Manager for Maleic Anhydride, Chlor-Alkali, Phosphate Esters, Fumaric Acid, etc.; Plant Manager Monsanto’s W.G. Krummrich Plant; Operations Superintendent Monsanto’s W.G. Krummrich Plant; Production Supervisor for the 4-Nitrodiphenylamine Chlorine and Caustic Soda/Potash plants; and Design and Plant Engineer World Headquarters. 

Significant Employees

The Company also relies on the following employees to make significant contributions to its business:

Todd Smith – Executive Vice President of Sales. As ExecutiveNational Accounts. Before AAP/CQ, Mr. Krinsky was a National Accounts Manager and Divisional Commercial Sales Manager with AutoZone from 2000–2006. Since 2009, Mr. Krinsky has been a Trustee on the Aftermarket Foundation Board, sitting on the Finance Committee, as well as other committee assignments. He has also been an appointed Trustee on the Dollars for Doers at General Parts. Prior to 2000, Mr. Krinsky has had two other senior automotive management positions with Sears Automotive Group as a District Manager 1997–2000, and with Tire Kingdom Inc. from 1980–1997 where he was promoted to increasing responsibilities up to his last position as Vice President of Sales,Retail Stores & Customer Service. Mr. Smith is responsible for the coordinated sales and marketing development of the Company’s portfolio of antifreeze, high performance, and specialty-blended solutions. Prior to assuming the role of Executive Vice President of Sales, since 2010, Mr. Smith has served as the Company’s Chief Operating and as Senior VP Sales, Mergers & Acquisitions. From 1995 to 2008, Mr. Smith served as President of Northeast Environmental Services, Inc. (“NES”), located in Cumberland, Rhode Island. NES specialized in the recycling of used engine coolants, and the distribution of recycled automotive antifreezes, as well as various other collection and disposal services offeredKrinsky brings to the customer base. Mr. Smith was responsible for all aspectsBoard experience of the NES operations, and by 2007, NES had gone from its infancy to achieving $5,000,000 in gross revenues. Mr. Smith supervised the daily operations, research andmarket assessment, business development, and finances of NES. Additionally, Mr. Smith was directly involved inrelationship management within the development of a sales force that led to a customer base of over 3,000 clients, maintaining account relations and retention, and the expansion of NES from a 100 mile radius to the entire Northeastern United States. In 2000 and 2003, Mr. Smith was nominated for the Small Business Association Entrepreneur of the Year Award.

automotive aftermarket industry.

Grant Sahag Esq. –— Chief Executive ViceOfficer, President, and Chief Information Officer.Director Nominee. AsThe Board of Directors of the Company appointed Mr. Sahag to be the Company’s Chief Executive Officer, effective May 1, 2016. Mr. Sahag was previously appointed as President on February 12, 2016. Prior to being named as President, Mr. Sahag served as Executive Vice President and Chief Information Officer Mr. Sahag provides leadership to the Company’s strategic and analytics teams in order to support the expansion and integration of the Company’s Quality Control & Assurance Program, field operation technology, financial systems, and GlyEco University, its intellectual property and education platform.Company. Prior to being named as Executive Vice President and Chief Information Officer, Mr. Sahag served as Senior VP Business Development and VP International Development. Before joining the Company, Mr. Sahag was a business attorney who specialized in providing strategic business development advice to emerging growth companies. Mr. Sahag managed a practice that focused in the areas of business formation, corporate governance, mergers and acquisitions, intellectual property, strategic partnerships, and international development. Mr. Sahag’s past clients includeincluded technology start-ups, retailers, U.S. and international universities, school districts, non-profit charities, and professional athletes. Mr. Sahag has lead several international initiatives including the expansion of retail franchises into Mexico, the development of a legal practice in Central America, Asia, and supply-chain logistics strategy for a non-profit in Africa. Mr. Sahag received a Juris Doctor from Arizona State University, specializing in business law, and a B.S. in Business Administration from the University of Arizona. Mr. Sahag is President and Chairman of the non-profit charity Success Through Sports. Mr. Sahag brings to the Board experience in operations, business development, and leadership of small companies, specifically within the glycol and antifreeze space.

Ian Rhodes — Chief Financial Officer. Mr. Rhodes was appointed Chief Financial Officer on February 12, 2016. Mr. Rhodes previously served as the Chief Financial Officer of Calmare Therapeutics Incorporated, a biotherapeutic company furthering proprietary and patented pain mitigation and wound care technologies, from 2014 to 2016. As Chief Financial Officer, Mr. Rhodes was responsible for all financial and accounting matters, including SEC reporting. From 2012 to 2014, Mr. Rhodes served as an independent consultant and entrepreneur, and his activities included leading an investor/management group in assessing a potential multi-location franchised food concept. From 2009 to 2012, he served as the Vice President, Chief Accounting Officer, and Treasurer of Arch Capital, where he had overall responsibility for SEC and GAAP technical matters. Finally, from 1994 to 2009, Mr. Rhodes was with PricewaterhouseCoopers LLP, where he served as Audit Senior Manager from 2004 to 2009, during which time he worked with some of the firm’s largest and most technically challenging audit clients.

Significant Employees

The Company also relies on the following employees to make significant contributions to its business:

Maria Tellez –Jeremiah Hiller — Vice President of Finance.Sales. As Vice President of Finance, Ms. Tellez is responsible for the oversight of the Company’s financial systems. Prior to being namedMr. Hiller joined as Vice President of Finance, Ms. TellezSales in September 2016. Previously, he served as Director of Sales at Fuel, a petroleum and technology solutions based company where he built and managed thirty sales representatives for the Company’s Controller. Ms. Tellez has overNorth American region. He draws on more than 15 combined years of accounting, audit,experience in building and controllership experience. Since 2008 until joining the Company, Ms. Tellezleading sales channel development, technical sales support, and field sales representatives. Prior to Fuel, he served as the Assistance ControllerTechnical Sales Lead for a leader in point of Empereon Marketing / Constar Financial Services, where she assisted in the documentation, development, implementation, and management of the company’s internal control processes and procedures. From 2004 to 2008, she performed audit and review procedures as an Auditor with KMJ Corbin & Company, LLP. From 1999 to 2004, she was a Senior Accountant with Bechtel Corporation, where she managed a staff of accountants in the billing, compliance, contracts, and general ledger departments. Ms. Tellez earnedsale (POS) systems. Mr. Hiller has a Bachelor of Science (B.S.) degree in Accounting/FinanceBusiness from Rutgers University.

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Todd Bernard — Vice President of US Operations. Prior to being promoted as the Company’s Vice President of US Operations, Mr. Bernard served as the Managing Partner of the Company’s South Carolina processing center since acquisition of the processing center from Renew Resources, LLC in October 2012. Mr. Bernard founded Renew Resources in August of 1999, which began brokering waste and then moved quickly into recycling antifreeze and later oil filters. In 2007, under Mr. Bernard’s direction, Renew Resources won Best Small Recycling Business from the University of Arizona in 1998.

Matt Hamilton, Esq. – GeneralRecycling Market Development Advisory Counsel and Corporate Secretary. SC Department of Commerce. Mr. Hamilton joinedBernard began working in the Company upon earning his Juris Doctor (J.D.) degree fromwaste and recycling industry in 1987. He specializes in problem solving and in designing equipment to make processes more efficient.

Alan Bender — Vice President of Engineering and Technology. Prior to the Sandra Day O'Connor Collegerole as VP Engineering and Technology, Mr. Bender was the Plant Manager of Law at Arizona State University in 2012. Mr. Hamilton's focus priorthe New Jersey processing center, overseeing the facility’s daily operations, finances and production of recycled ethylene glycol. In 2015, he served as Senior Process Engineer, implementing the facility’s chemical production processes and patented technology. Prior to joining the Company, Mr. Bender was a process engineer at OPower, a SaaS energy company providing user-facing software to manage energy use across the utility industry, serving 18 million consumers. From 2010 to 2014, Mr. Bender was a Polymer Process Engineer at Performance Fibers, one of the world’s leading producers of industrial polyester fibers and fabrics, manufacturing over 100 million pounds of PET per year.

Wayne A. Merrifield — Vice President, Quality & Research. Mr. Merrifield’s professional career spans more than 35 years in pro bono legal work. He workedthe chemical industry. Technical experience gained from a variety of senior chemical and quality management positions provided the requisite tools necessary to lead the GlyEco quality effort as Manager, Quality & Research when he joined the GlyEco team in 2014. Mr. Merrifield is proud to continue leading the initiative for implementing the Quality Control & Assurance Program at GlyEco and advancing the College of Law's Civil Justice Clinic, whereCompany’s intellectual property. In Mr. Merrifield’s current position as Vice President, Quality and Research, he and a colleague argued a pro bono case before the Arizona Court of Appeals, and he volunteered at the Arizona Center for Disability Law, where heis focused on know-your-rights literature.ensuring GlyEco lives up to its “Quality is in Our DNA” mantra and continuing the tradition of producing technically advanced products that exceed customer’s expectations for performance and quality. Mr. Hamilton was a William H. Pedrick Scholar at the College of Law and served as Executive Managing Editor of the Sports and Entertainment Law Journal. Mr. Hamilton is admitted to practice law in the State of Arizona. He graduated summa cum laude with aMerrifield earned his Bachelor of Science (B.S.) degree in Politicalfrom Northeastern University, Boston, MA and Master of Science — Technology Management from Arizona State University in 2009. Stevens Institute of Technology, Hoboken, NJ. He is a Senior Member of the American Society for Quality, past Chair of the North Jersey Section of the ASQ, and has been a member of the American Chemical Society for over 30 years.

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Family Relationships

Keri Smith and Todd Smith are siblings. No other family relationship exists that isNone reportable under Item 401(d) of Regulation S-K.

Involvement in Certain Legal Proceedings

During the past ten years, none of our directors or executive officers has been:

o    the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

o

the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

o    convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

o    subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

o

convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

o    found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, that has not been reversed, suspended, or vacated;

o    subject of, or a party to, any order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of a federal or state securities or commodities law or regulation, law or regulation respecting financial institutions or insurance companies, law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

o

subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

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o    subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

o

found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, that has not been reversed, suspended, or vacated;

o

subject of, or a party to, any order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of a federal or state securities or commodities law or regulation, law or regulation respecting financial institutions or insurance companies, law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

o

subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Employment / Employment/Consulting Agreements

Richard Geib -Grant Sahag — On August 4, 2014,February 12, 2016, the Company entered into a Consultingan Employment Agreement with Richard Geib,Grant Sahag according to which Mr. Sahag will serve as the Company’s Chief Technical Officer. The Consulting Agreement superseded the terms of the Consulting Agreement previously entered into between Global Recycling Technologies, Ltd., a Delaware corporation (“Global Recycling”), and Mr. Geib on May 3, 2010, which the Company assumed upon the consummation of a reverse triangular merger with Global Recycling on November 28, 2011.

The Consulting Agreement is for a term of two years and may be extended for additional one-year terms by written agreement.President. Pursuant to the ConsultingEmployment Agreement with Mr. Geib will assistSahag, in the further development and implementationexchange for Mr. Sahag’s performance of the Company’s proprietary technology for recycling glycol, the GlyEco TechnologyTM, and perform such otherhis duties as requested by the Company’s Chief Executive Officer. In consideration for his services during the term,President, the Company will compensate Mr. Geibhim with an initial engagement feeannual base salary of $50,000,$120,000. Mr. Sahag will be granted 1,100,453 shares of Common Stock as equity compensation. This stock will vest pursuant to a monthly consulting fee of $12,500 per monthschedule with certain stock price thresholds that must be achieved based on a 30 trading day volume weighted average price. Mr. Sahag will also be eligible to receive an annual cash incentive payable for the first yearachievement of performance goals to be established by the Compensation Committee of the Company’s Board of Directors up to 40% of his salary. The Employment Agreement is for an initial term a toof one year and will be determined monthly consulting fee for the second year of the term, and a total of 2,700,000 warrants to purchase shares of GlyEco common stock, par value $0.0001 per share, at an exercise price of $0.73 per share, of which half shall vest immediately and the remaining amount shall vestautomatically extended on August 4, 2015.each anniversary unless earlier terminated.

David Ide - On September 4, 2015,May 1, 2016, the Company entered into a Consultingan Amendment No. 1 to the Employment Agreement with David Ide, the Company’s Chief Executive Officer and President. The Agreement supersedes the terms of the Consulting Agreement previously entered into between the Company and Mr. Ide on February 15, 2015.

Sahag. Pursuant to the Agreement,Amendment, Mr. Sahag will be eligible to receive an additional 1,100,453 shares of Common Stock upon meeting certain budget, revenue, and EBITDA targets set forth and approved by the Company’s Board of Directors. This stock will vest pursuant to a schedule with certain stock price thresholds that must be achieved based on a 30 trading day volume weighted average price.

Ian Rhodes — On February 12, 2016, the Company has engagedentered into an Employment Agreement with Ian Rhodes according to which Mr. Ide to continue toRhodes will serve as the Company’s Chief ExecutiveFinancial Officer. Pursuant to the Employment Agreement with Mr. Rhodes, in exchange for Mr. Rhodes performance of his duties as Chief Financial Officer, and President and to have the duties and responsibilities ascribed to such positions in the Company’s Amended and Restated Bylaws. Mr. Ide’s engagement under the Agreement commences on September 1, 2015 (the “Effective Date”), and shall continue until April 30, 2016. Thereafter, Mr. Ide’s engagement may be extended by a subsequent written agreement.

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In consideration for his services during the term, the Company will compensate Mr. Idehim with aan annual base salary of $16,667.67 per month of which 50%$150,000. Mr. Rhodes will be paid ingranted 2,200,905 shares of Common Stock as equity compensation. This stock will vest pursuant to a schedule with certain stock price thresholds that must be achieved based on a 30 trading day volume weighted average price. Mr. Rhodes will also be eligible to receive an annual cash and 50% willincentive payable for the achievement of performance goals to be paid in restricted common stock, which restricted stock shall be granted atestablished by the end of each fiscal quarter and shall be priced at the closing priceCompensation Committee of the Company’s common stockBoard of Directors up to 40% of his salary. The Employment Agreement is for an initial term of one year and will be automatically extended on the last trading day of each fiscal quarter. Mr. Ide will also receive a one-time bonus of $167,667 worth of restricted common stock priced as of the Effective Date at $0.11 per share. This restricted common stock shall vest only upon meeting the following metrics: 50% shall vest upon the Company achieving a year-over-year revenue increase of at least 20% for the first half of fiscal year 2016, and 50% shall vest upon the Company achieving EBITDA positive results for the first half of fiscal year 2016.anniversary unless earlier terminated.

Director Independence

The Board of Directors has determined that each of the following qualifies as an “independent director” as defined by Section 10A(m)(3)(ii) of the Exchange Act and Rule 5065(a)(2) of the NASDAQ Marketplace Rules: Dwight Mamanteo, Michael Jaap, Richard Q. Opler, Charles F. Trapp, Frank Kneller, Karim Babay, Scott Nussbaum, and Karim Babay.

Scott Krinsky.

David Ide does not qualify as an “independent director,” as Mr. Ide is currentlypreviously was as an executive officer of the Company. Ms. SmithGrant Sahag also does not qualify as an “independent director,” as sheMr. Sahag is a family member ofcurrently an executive officer.officer of the Company.

Stockholder Communication with the Board

We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board of Directors. Nevertheless, every effort had been made to ensure that the views of the stockholders are heard by the Board of Directors or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. We believe that we are responsive to stockholder communications, and therefore have not considered it necessary to adopt a formal process for stockholder communications with our Board. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process.

Board Oversight of Risk Management

The Board of Directors has responsibility for general oversight of risks facing the Company. The Board is informed by senior management on areas of risk facing the Company and periodically conducts discussions regarding risk assessment and risk management. The Board believes that evaluating how the executive team manages the various risks confronting the Company is one of its most important areas of oversight. The Board’s Audit Committee reviews and assesses the Company’s processes to manage financial reporting risk and to manage investment, tax, and other financial risks.

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Code of Business Conduct and Ethics

On August 5, 2014, the Board of Directors of the Company adopted a Code of Business Conduct and Ethics (the “Code of Business Conduct and Ethics”), which sets forth legal and ethical standards of conduct applicable to all directors, officers, and employees of the Company.

The Code of Business Conduct and Ethics supersedes and replaces the Code of Ethics previously adopted by the Board of the Company on January 20, 2012 (the “Prior Code”). The adoption of the Code of Business Conduct and Ethics did not relate to, or result in, any waiver, explicit or implicit, of any provision of the Prior Code.

A copy of the Code of Business Conduct and Ethics may be requested, free of charge, by sending a written communication to Matt Hamilton, General Counsel, at 4802 E. Ray Rd. Ste. 23-408, Phoenix, AZ 85044. The Code of Business Conduct and Ethics has also been posted on the Company’s website, www.glyeco.com.

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Committees of the Board of Directors and Meeting Attendance

Our Board of Directors has an Audit Committee, a Compensation Committee, and a Governance and Nominating Committee, each of which has the composition and responsibilities described below.

Audit Committee

Our Audit Committee oversees a broad range of issues surrounding our accounting and financial reporting processes and audits of our financial statements, including the following:

•     monitors the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent registered public accounting firm’s qualifications and independence, and the performance of our internal audit function and independent registered public accounting firm;

	●	monitors the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent registered public accounting firm’s qualifications and independence, and the performance of our internal audit function and independent registered public accounting firm;
	●	•assumes direct responsibility for the appointment, compensation, retention and oversight of the work of any independent registered public accounting firm engaged for the purpose of performing any audit, review or attest services and for dealing directly with any such accounting firm;
	●	provides a medium for consideration of matters relating to any audit issues; and
	●	•     provides a medium for consideration of matters relating to any audit issues; and •prepares the audit committee report that the rules require be included in our filings with the SEC.

The members of our Audit Committee are Charles F. Trapp, Dwight Mamanteo, Richard Q. Opler, Michael Jaap, and Frank Kneller.Karim Babay. Mr. Trapp serves as chairperson of the committee. The Board of Directors has determined that Mr. Trapp meets the criteria of an “audit committee financial expert” (as defined under Item 407(d)(5)(ii) of Regulation S-K. Mr. Trapp is also an “independent director” as defined by Section 10A(m)(3)(B)(ii) of the Exchange Act and Rule 5605(a)(2) of the NASDAQ Marketplace Rules.

During the fiscal year 2016, the Audit Committee held three meetings.

The BoardofBoard of Directors has adopted a written charter for the Audit Committee, a copy of which can be accessed online athttp://www.glyeco.com/corporategov.html.corporate_charters.

Compensation Committee

Our Compensation Committee reviews and recommends policy relating to compensation and benefits of our directors and executive officers, including reviewing and approving corporate goals and objectives relevant to the compensation of our ChiefChief Executive OfficerOfficer and other senior officers, evaluating the performance of these persons in light of those goals and objectives and setting compensation of these persons based on such evaluations. The Compensation Committee reviews and evaluates, at least annually, the performance of the compensation committee and its members, including compliance of the Compensation Committee with its charter.

The members of our Compensation Committee are Michael Jaap, Richard Q. Opler,Karim Babay, Dwight Mamanteo, Charles F. Trapp, and Frank Kneller. Mr. JaapBabay serves as chairperson of the committee.

During the fiscal year 2016, the Compensation Committee held three meetings.

The BoardofBoard of Directors has adopted a written charter for the Compensation Committee, a copy of which can be accessed online athttp://www.glyeco.com/corporategov.html.corporate_charters.

Governance and Nominating Committee

The Governance and Nominating Committee oversees and assists our Board of Directors in identifying, reviewing and recommending nominees for election as directors; evaluating our Board of Directors and our management; developing, reviewing and recommending corporate governance guidelines and a corporate code of business conduct and ethics; and generally advises our Board of Directors on corporate governance and related matters.

The members of our Governance and Nominating Committee are Frank Kneller, David Ide, Karim Babay, and Dwight Mamanteo.Richard Q. Opler. Mr. Kneller serves as chairperson of the committee.

During the fiscal year 2016, the Governance and Nominating Committee held two meetings.

The BoardofBoard of Directors has adopted a written charter for the Governance and Nominating, a copy of which can be accessed online athttp://www.glyeco.com/corporategov.html.corporate_charters.

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Attendance

During the fiscal year ended December 31, 2014,2015, the Board held nine16 meetings and took action by written consent on one occasion.four occasions. Each member of the Board attended or participated in 75% or more of the aggregate of (i) the total number of meetings of the Board (held during the period for which such person has been a director) and (ii) the total number of meetings held by all committees of the Board on which such person served (during the periods that such person served).

The Company does not have a written policy requiring directors to attend the annual meeting of stockholders, but attendance is encouraged. In 2014, all2015, a majority of the directors attended our annual meeting of stockholders.stockholders via telephone. We presently anticipate that at least one directortwo directors will attend this year’s annual meeting of stockholders.

Director Nomination

The Governance and Nominating Committee has nominated Dwight Mamanteo, Charles F. Trapp, David Ide, Michael Jaap, Richard Q. Opler, Charles Trapp, and Frank Kneller, each of whom is a current member of the Board,Scott Nussbaum, Scott Krinsky, and Grant Sahag for re-electionelection at the Annual Meeting. The Committee has also nominated Karim Babay for election to the Board as a new member.

The Board of Directors seeks to ensure that it is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the Board to satisfy its oversight obligations effectively. In selecting Board candidates, it is the Governance and Nominating Committee’s goal to identify persons who it believes have appropriate expertise and experience to contribute to the oversight of a company of the Company’s nature while also reviewing other appropriate factors.

The Board of Directors believes that each of the persons nominated for election at the Annual Meeting have the experience, qualifications, attributes and skills that, when taken as a whole, will enable the Board to satisfy its oversight responsibilities effectively.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5, respectively. Executive officers, directors and greater than 10% stockholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file.

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5, respectively. Executive officers, directors, and greater than 10% stockholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file.

Based on a review of the copies of such reports, to the knowledge of the Company, all Section 16(a) filing requirements applicable to its executive officers, directors, and greater than 10% stockholders were complied with during the fiscal year ended December 31, 2014.2015.

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DIRECTOR COMPENSATION

According to the Fiscal Year 2015 Director Compensation Plan, independent directors were awarded $2,500 worth of the Company’s restricted stock for each quarter of service. This restricted stock was priced at the close of the last trading day of each quarter. Independent directors were also granted $50,000 equivalent worth in restricted stock, priced as of the closing price on January 1st, 2015, which stock will not vest until the Company’s stock price maintains a $2 per share stock price for a 30 trading day Volume Weighted Average Price (VWAP) duration. The Chairman of the Board received an additional 30%, the Audit Committee Chairman received an additional 20%, and the Compensation Committee Chairman and Governance & Nominating Committee Chairman each received an additional 10% of each form of compensation.

The table below sets forth the Compensation paid to our Directors during the fiscal year ended December 31, 2014.2015.

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(1)	Mr. Jaap was paid $2,000 as compensation for sitting on the Board of Directors. Mr. Jaap was granted on September 30, 2014, 10,000 shares of Common Stock issuable upon the exercise of options at $0.66 per share until September 30, 2024. 5,000 of the options granted vested immediately upon grant with the balance of the options vesting fifty percent on each of the next two anniversaries of the grant date. The aggregate grant date estimated fair value of these options, determined by the Black-Scholes method, in accordance with FASB ASC 718, was $4,680. Mr. Jaap was also granted on December 18, 2014, 25,000 shares of Common Stock issuable upon the exercise of options at $0.30 per share until December 18, 2024. 12,500 of the options granted vested immediately upon grant with the balance of the options vesting fifty percent on each of the next two anniversaries of the grant date. The aggregate grant date estimated fair value of these options, determined by the Black-Scholes method, in accordance with FASB ASC 718, was $5,475.
(2)	Mr. Alexander, who until August 22, 2014, was a member of our Board of Directors, was paid $1,500 as compensation for sitting on the Board of Directors. Mr. Alexander was granted on January 15, 2014, 50,000 shares of Common Stock issuable upon the exercise of options at $1.03 per share until January 15, 2024. 25,000 of the options granted vested immediately upon grant with the balance of the options vesting fifty percent on each of the next two anniversaries of the grant date. The aggregate grant date estimated fair value of these options, determined by the Black-Scholes method, in accordance with FASB ASC 718, was $18,900.
(3)	Mr. Ioia, who until August 22, 2014, was a member of our Board of Directors, was paid $82,332 pursuant to his consulting agreement, in addition to his compensation of $1,500 for sitting on the Board of Directors.
(4)	Mr. Opler was paid $2,000 as compensation for sitting on the Board of Directors. Mr. Opler was granted on December 18, 2014, 25,000 shares of Common Stock issuable upon the exercise of options at $0.30 per share until December 18, 2024. 12,500 of the options granted vested immediately upon grant with the balance of the options vesting fifty percent on each of the next two anniversaries of the grant date. The aggregate grant date estimated fair value of these options, determined by the Black-Scholes method, in accordance with FASB ASC 718, was $5,475.
(5)	Ms. Smith was paid $2,000 as compensation for sitting on the Board of Directors. Ms. Smith was granted on December 18, 2014, 25,000 shares of Common Stock issuable upon the exercise of options at $0.30 per share until December 18, 2024. 12,500 of the options granted vested immediately upon grant with the balance of the options vesting fifty percent on each of the next two anniversaries of the grant date. The aggregate grant date estimated fair value of these options, determined by the Black-Scholes method, in accordance with FASB ASC 718, was $5,475.
(6)	Mr. Mamanteo was paid $2,000 as compensation for sitting on the Board of Directors. Mr. Mamanteo was granted on January 15, 2014, 50,000 shares of Common Stock issuable upon the exercise of options at $1.03 per share until January 15, 2024. 25,000 of the options granted vested immediately upon grant with the balance of the options vesting fifty percent on each of the next two anniversaries of the grant date. The aggregate grant date estimated fair value of these options, determined by the Black-Scholes method, in accordance with FASB ASC 718, was $18,900. Mr. Mamanteo was also granted on September 30, 2014, 15,000 shares of Common Stock issuable upon the exercise of options at $0.66 per share until September 30, 2024. 7,500 of the options granted vested immediately upon grant with the balance of the options vesting fifty percent on each of the next two anniversaries of the grant date. The aggregate grant date estimated fair value of these options, determined by the Black-Scholes method, in accordance with FASB ASC 718, was $7,020.
(7)	Mr. Ide was paid $500 as compensation for sitting on the Board of Directors. Mr. Ide was granted on December 18, 2014, 50,000 shares of Common Stock issuable upon the exercise of options at $0.30 per share until December 18, 2024. 25,000 of the options granted vested immediately upon grant with the balance of the options vesting fifty percent on each of the next two anniversaries of the grant date. The aggregate grant date estimated fair value of these options, determined by the Black-Scholes method, in accordance with FASB ASC 718, was $10,950.

(1)  Pursuant to the Fiscal Year 2015 Director Compensation Plan, Mr. Mamanteo was granted 13,000 shares on March 31, 2015 (valued at $3,250), 18,056 shares on June 30, 2015 (valued at $3,250.08), 32,500 shares on September 30, 2015 (valued at $3,250), and 40,625 shares on December 31, 2015 (valued at $3,250).

(2)  Pursuant to the Fiscal Year 2015 Director Compensation Plan, Mr. Jaap was granted 11,000 shares on March 31, 2015 (valued at $2,750), 15,278 shares on June 30, 2015 (valued at $2,750.04), 27,500 shares on September 30, 2015 (valued at $2,750), and 34,375 shares on December 31, 2015 (valued at $2,750).

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(3)  Pursuant to the Fiscal Year 2015 Director Compensation Plan, Mr. Opler was granted 12,000 shares on March 31, 2015 (valued at $3,000), 16,667 shares on June 30, 2015 (valued at $3,000.06), 27,500 shares on September 30, 2015 (valued at $2,750), and 31,250 shares on December 31, 2015 (valued at $2,500).

(4)  Pursuant to the Fiscal Year 2015 Director Compensation Plan, Mr. Trapp was granted 5,716 shares on June 30, 2015 (valued at $1,028.88), 28,750 shares on September 30, 2015 (valued at $2,875), and 37,500 shares on December 31, 2015 (valued at $3,000).

(5)  Pursuant to the Fiscal Year 2015 Director Compensation Plan, Mr. Kneller was granted 6,392 shares on September 30, 2015 (valued at $639.20) and 34,375 shares granted on December 31, 2015 (valued at $2,750).

(6)  Pursuant to the Fiscal Year 2015 Director Compensation Plan, Mr. Babay was granted 16,644 shares on December 31, 2015 (valued at $1,332).

(7)  Pursuant to the Fiscal Year 2015 Director Compensation Plan, Mr. Lorenz, who served as a director until August 5, 2015, was granted 8,000 shares on March 31, 2015 (valued at $2,000), 16,667 shares on June 30, 2015 (valued at $3,000.06), and 11,412 shares on September 30, 2015 (valued at $1,141.20).

(8)  Pursuant to the Fiscal Year 2015 Director Compensation Plan, Ms. Smith, who served as a director until November 13, 2015, was granted 11,000 shares on March 31, 2015 (valued at $2,750), 15,278 shares on June 30, 2015 (valued at $2,750.04), 26,850 shares on September 30, 2015 (valued at $2,685), and 14,606 shares on December 31, 2015 (valued at $1,168.48).

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EXECUTIVE COMPENSATION

The following table sets forth all plan and non-plan compensation for the last two completed fiscal years paid to all individuals who served as the Company’s principal executive officer (“PEO”), principal financial officer (“PFO”) or acting in similar capacity during the last completed fiscal year, regardless of compensation level, and other individuals as required by Item 402(m)(2) of Regulation S-K. We refer to all of these individuals collectively as our “named executive officers.”

Summary Compensation Table

Name & Principal Position		Year		Salary ($)				Bonus ($)				Warrant Awards ($)				Option Awards ($)(9)				Non-Equity Incentive Plan Compensation ($)				Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Total ($)
John Lorenz,		2014		$	130,385			$	-			$	-			$	0	(1)		$	-			$	-			$	2,000	(7)		$	132,385
President and CEO (PEO)		2013			175,000				30,000				-				198,090	(1)			-				-				2,100	(7)			405,190
Alicia Williams Young,		2014			95,769				-				-				16,254	(2)			-				-				-				112,023
CFO (PFO)		2013			100,500				17,500				-				132,060	(2)			-				-								250,060
Richard Geib,		2014			-				-				582,718	(3)			0	(4)			-				-				119,668				702,386
Chief Technical Officer		2013			-				-				58,000	(3)			44,020	(4)			-				-				-				102,020
Janet Carnell Lorenz,		2014			14,769				-				-				11,574	(5)			-				-				84,500	(8)			110,843
Chief Business Development Officer		2013			-				5,000				-				132,060	(5)			-				-				108,000	(8)			245,060
Todd Smith,		2014			98,615				-				-				0	(6)			-				-				-				98,615
Chief Operating Officer		2013			120,000				5,000				-				132,060	(6)			-				-				-				257,060