Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
April 20, 2020, the Company announced the hiring of Brendan S. Jones as its Chief Operating Officer.
Mr.
Jones, age 48, has more than 25 years of day-to-day operational experience in the electric vehicle (EV) charging, automotive and
alternative energy industries and in-depth knowledge in the areas of EV charging sales, technology and infrastructure development.
Most recently, he served as the Chief Operating Officer of Electrify America, LLC, the United States-based EV subsidiary of Volkswagen
Group AG, from September 2016 to March 2020. Mr. Jones was Electrify America’s first employee and is credited with building
Electrify America from its original startup concept into one of the largest ultrafast EV charging companies in the world, leading
strategy, design implementation and management teams at Electrify America, negotiating numerous contracts for charging services
with leading car makers, retail property owners and EV infrastructure companies, and managing the installation and servicing of
thousands of charging stations.
Mr.
Jones previously served as Vice President - OEM Strategy and Business Development of EVgo, a subsidiary of NRG Energy which operates
EV fast charging stations, from March 2014 to September 2016. Prior to these positions, Mr. Jones served in various leadership
positions with Nissan North America, Inc., from April 1994 to March 2014. At Nissan, he assumed increasingly senior positions
including Director - Electric Vehicle Sales Operations and Infrastructure Development from 2013 to 2015, Director - Chief Marketing
Manager EV Model Line from 2011 to 2013, and Senior Manager of the Nissan LEAF Launch Team from 2009 to 2011.
Mr.
Jones has been a board member of several EV industry groups including the Electric Drive Transportation Association, a trade association
that promotes electric drive technologies and infrastructure (2015 and 2016), and the ROEV Association, a collaboration between
EV charging network operators and electric vehicle manufacturers to allow drivers to charge at multiple stations using one card
(from 2015 to 2017). Mr. Jones received B.A. and M.A. degrees from George Mason University and a professional certificate from
Vanderbilt University for completing the accelerated executive leadership development program.
In
connection with Mr. Jones’s appointment as Chief Operating Officer, the Board approved the terms of an Employment
Offer Letter, dated as of March 29, 2020, with Mr. Jones (the “Offer Letter”). Pursuant to the Offer Letter,
Mr. Jones agreed to devote his full business efforts and time to the Company as its Chief Operating Officer. The Offer Letter
extends for a two-year term expiring on April 20, 2022, and is automatically renewable for an additional one-year period unless
the Company provides notice of non-renewable prior to the initial termination date. The Offer Letter provides that Mr. Jones is
entitled to receive an annual base salary of $350,000, payable in regular installments in accordance with the Company’s
general payroll practices. Mr. Jones will be eligible for an annual performance cash bonus of 40% of his base salary based on
the satisfaction of certain key performance indicators set with the Board’s Compensation Committee. Mr. Jones will also
receive a cash signing bonus of $55,000 and an equity signing bonus of $70,000 worth of the Company’s common stock, which
shares will be granted and vested on April 20, 2021 (provided he is not terminated for Cause).
If
Mr. Jones’s employment is terminated by us other than for Cause (which includes willful material misconduct and willful
failure to materially perform his responsibilities to the Company), he is entitled to receive severance equal to 12 months of
his base salary or such lesser number of months actually worked. If there is a buy-out or a “change of control,” Mr.
Jones will be entitled to obtain his base salary for a period of 12 months as a severance payment. Mr. Jones is also entitled
to relocation assistance in an amount of up to $35,000, a car allowance of up to $1,000 per month, inclusive of insurance, and
other employee benefits in accordance with the Company’s policies.
As
part of executing the Offer Letter, Mr. Jones entered into the Company’s standard Employee Confidentiality and Assignment
of Inventions Agreement prohibiting Mr. Jones from disclosure of confidential information regarding the Company, restricting Mr.
Jones from engaging in any activities competitive with the Company’s business and confirming that all intellectual property
developed by Mr. Jones relating to the Company’s business constitutes the Company’s exclusive property.
Other
than as described above, there are no related party transactions between the Company and Mr. Jones, and Mr. Jones is not related
to any existing member of the Board or any executive officer of the Company. There is no arrangement or understanding between
Mr. Jones and any other persons or entities pursuant to which Mr. Jones was appointed as the Chief Operating Officer.