Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On November 29, 2022, Mark Pastrone, the current Chief Operating Officer of the Company's SemaConnect LLC subsidiary, was appointed by the Company's Board of Directors to assume the position and elevated duties of the Chief Operating Officer of the Company. In June 2022, Mr. Pastrone joined the Company as part of the Company's acquisition of SemaConnect Inc., where Mr. Pastrone had been SemaConnect's Chief Operating Officer and held other executive level positions since October 2010.

Mr. Pastrone has more than 25 years of experience building high-tech companies. He led the market launch of SemaConnect's EV charging solution in the first years of the industry in 2011. As a member of the executive team, Mr. Pastrone played a key role in building the company's sales, service, technology and production capabilities. In doing so, he helped establish SemaConnect as a stand-out leader in the EV charging space across the multifamily, workplace, public and retail EV charging markets.

Prior to SemaConnect Inc., he led the development of several commercial start-ups in the aerospace industry. Mr. Pastrone earned a B.S. degree in Electrical Engineering and a Masters in Electrical Engineering from Stanford University. He also holds an M.B.A. from Harvard Business School.

During the last two years, other than customary arrangements in connection with serving as the Chief Operating Officer of SemaConnect LLC, there have been no transactions or proposed transactions by the Company in which Mr. Pastrone has had or is to have a direct or indirect material interest, and there are no family relationships between Mr. Pastrone and any of the Company's executive officers or directors.

In connection with Mr. Pastrone's appointment as the Company's Chief Operating Officer, the Company assumed the employment offer letter, dated June 15, 2022, between SemaConnect LLC and Mr. Pastrone. The term of his employment letter extends until June 14, 2023, with automatic successive one year renewals thereafter unless notice of nonrenewal is provided by the Company. The assumed employment letter provides that Mr. Pastrone receives an annual base salary of $275,000, payable on our regular scheduled payday. Mr. Pastrone is eligible for an annual performance cash bonus of up to 40% of his annual base salary based on meeting pre-determined periodic key performance indicators. Mr. Pastrone is also eligible to receive aggregate annual equity awards under the Company's incentive compensation plan equal to 40% of his annual base salary. Such awards will be comprised of restricted common stock. The restricted common stock granted will vest in equal one-third increments on each anniversary of the grant date, in each instance subject to satisfying key performance indicators and other performance criteria and his continued employment with us on the applicable vesting date.

If Mr. Pastrone's employment is terminated by the Company 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 the number of months of his actual employment under the employment letter prior to the termination capped at a maximum payment of 12 months of his base salary.

Mr. Pastrone previously entered into the Company's standard Employee Confidentiality and Assignment of Inventions Agreement prohibiting Mr. Pastrone from disclosure of confidential and/or proprietary information relating to the operations, products and services of the Company and its clients and acknowledging that all intellectual property developed by Mr. Pastrone relating to the Company's business constitutes its exclusive property.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits. The exhibits listed in the following Exhibit Index are filed as part of this current report.





  Exhibit No.   Description
  10.1            Employment Offer Letter, dated June 15, 2022, between SemaConnect
                LLC and Mark Pastrone, as assumed by Blink Charging Co. on November
                29, 2022.
  104           Cover Page Interactive Data File (embedded within the Inline XBRL
                document).

© Edgar Online, source Glimpses