Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
.
On May 23, 2023, Global Clean Energy Holdings, Inc. ("we," "us," "our" and the
"Company") appointed Nikhil Vasa, 38, as the Company's Executive Vice President
and Chief Financial Officer. Mr. Vasa had previously served as the Company's
Executive Vice President, Finance, since January 24, 2023. Prior to joining the
Company, Mr. Vasa served as Chief Executive Officer of AIoT Solutions, Inc.,
Chief Financial Officer of Zenlayer, Inc., and Senior Vice President of Finance
and Treasurer for Maverick Natural Resources and Breitburn Energy Partners. Mr.
Vasa holds a B.A. in History and Economics from University of California, Los
Angeles and an M.B.A. from The Wharton School of the University of Pennsylvania.
Under his employment agreement, which has an initial term of three years, Mr.
Vasa will be entitled to a base salary of $400,000 per year, and will be
eligible to participate in the Company's long-term equity incentive programs.
Prior to his appointment as Executive Vice President and Chief Financial
Officer, Mr. Vasa was granted (i) a starting bonus consisting of an option to
purchase up to 125,000 shares of the Company's common stock at an exercise price
of $1.39 per share, 50% of which vested immediately after his initial start date
with the Company, and the remainder of which vests in quarterly installments
over a period of 36 months; and a financing bonus consisting of an option to
purchase up to 475,000 shares of the Company's common stock at an exercise price
of $0.81 per share, subject to the Company completing a successful debt or
equity financing, and upon such occurrence, such bonus shares will vest 25%
after the closing of such financing, and the remaining 75% of which will vest in
quarterly installments over a period of 36 months. Mr. Vasa is also entitled to
an annual cash bonus with an initial target of 30% of his base salary. Upon a
qualifying termination of Mr. Vasa's employment agreement prior to the
expiration of the term (such as termination other than for cause), Mr. Vasa will
be entitled to severance consisting of six months of his then current base
salary and reimbursement of family medical insurance premiums for a period of 18
months. Any outstanding equity awards that have not vested will be forfeited,
and any vested equity awards will expire seven days after any qualifying
termination unless exercised by Mr. Vasa.
Mr. Vasa will be eligible for other benefits for similarly situated executives
in accordance with the Company's standard plans and polices. In addition, the
Company will enter into a customary officer indemnification agreement with Mr.
Vasa.
There are no arrangements or understandings between Mr. Vasa and any other
persons pursuant to which Mr. Vasa was selected to act as the Executive Vice
President and Chief Financial Officer of the Company. Mr. Vasa does not have any
family relationships subject to disclosure under Item 401(d) of Regulation S-K
or any direct or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Vasa replaces Ralph Goehring, who had previously served as the Company's
Senior Vice President and Chief Financial Officer since July 2020. Mr. Goehring
will remain employed by the Company pursuant to his existing employment
agreement with the Company, and will serve as Senior Vice President, Chief
Accounting Officer and Treasurer.
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