Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On August 10, 2022, Nikola Corporation (the "Company") announced that Mark A.
Russell, President and Chief Executive Officer of the Company, will retire as
Chief Executive Officer effective January 1, 2023, and as President of the
Company effective August 9, 2022. Mr. Russell will continue to serve as a member
of the board of directors of the Company (the "Board").
On August 9, 2022, the Company appointed Michael Lohscheller to serve as
President of the Company effective immediately, and as the Company's Chief
Executive Officer upon Mr. Russell's retirement on January 1, 2023.
Mr. Lohscheller, age 53, has served as President of Nikola Motor division since
March 2022. Prior to joining the Company, Mr. Lohscheller served as the Global
Chief Executive Officer of VinFast LLC, a private automotive manufacturer, from
September 2021 to December 2021. Prior to that, from June 2017 to August 2021,
Mr. Lohscheller served as Chief Executive Officer and board member at Group PSA
of Opel Automobile GmbH, a German automobile manufacturer, and from September
2012 to June 2017, as Chief Financial Officer of Opel Group, General Motors
Europe. Mr. Lohscheller served in various capacities at Volkswagen Group of
America, a German automobile company, including as Chief Financial Officer from
January 2008 to August 2012, and as Director of Group Marketing from 2004 to
2007. From 2001 to 2004, Mr. Lohscheller served as the Chief Financial Officer
of Mitsubishi Motors Europe, a Japanese automotive manufacturer.
In addition, Mr. Lohscheller was appointed to the Board, effective August 9,
2022.
On August 15, 2022, the Board approved an Amendment to Executive Employment
Agreement with Mr. Lohscheller (the "Lohscheller Amendment). The terms of
Mr. Lohscheller's employment agreement, as modified by the Lohscheller
Amendment, provide that his employment with the Company will continue until
terminated in accordance with the terms of the employment agreement.
Mr. Lohscheller's annual base salary was increased from $1 to $450,000. Pursuant
to the employment agreement, on August 15, 2022 Mr. Lohscheller was granted a
restricted stock award for 511,400 shares. The award is subject to vesting
restrictions lapsing annually over a three-year period subject to his continued
employment. Mr. Lohscheller was also granted a restricted stock award for an
additional 267,250 shares, that vest subject to a $25 per share stock price
milestone attained by June 3, 2024. Commencing with annual grants to be made in
2023, Mr. Lohscheller will be eligible for annual grants of stock awards subject
to Board approval having an aggregate value on the date of grant of not less
than $5,050,000, 50% of which will consist of a time-vested award subject to
vesting restrictions which will lapse annually over a three-year period starting
on the grant date, and 50% of which will consist of a performance award subject
to such employment and performance based milestones as determined by the Board
in its discretion.
Pursuant to his employment agreement, in the event of an Involuntary Termination
(as defined in the agreement) of Mr. Lohscheller's employment and subject to
Mr. Lohscheller's delivery of an effective release of claims and ongoing
compliance with certain post termination restrictive covenants, including two
year noncompete and nonsolicitation covenants and a nondisparagement covenant,
Mr. Lohscheller will be entitled to receive: (1) a lump sum cash payment in an
amount equal to $2,600,000, less applicable withholding taxes; (2) a lump sum
cash payment equal to 18 months of COBRA benefits coverage, less applicable
withholding taxes; (3) the acceleration in full of all unvested equity and
equity based awards, other than Mr. Lohscheller's performance-based award (and
the post termination exercise period for unexercised stock options will be
extended to three years following his termination date); and (4) following
certification by the board of directors, Mr. Lohscheller's performance-based
stock award will vest in an amount based upon the achievement of the share price
milestones prior to his termination date, prorated for the length of his
employment during the performance period.
The selection of Mr. Lohscheller as President and Chief Executive Officer of the
Company was not pursuant to any arrangement or understanding with respect to any
other person. There are no family relationships between Mr. Lohscheller and any
director or executive officer of the Company, and there are no transactions
between Mr. Lohscheller and the Company that would be required to be reported
under Item 404(a) of Regulation S-K.
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Also on August 15, 2022, the Board approved an Amendment to Executive Employment
Agreement with each of Kim Brady, Chief Financial Officer, Britten Worthen,
Chief Legal Officer, Pablo Koziner, President, Nikola Energy, and Joseph Pike,
Chief Human Resources Officers (each an "Executive Amendment"). Pursuant to the
Executive Amendments, (a) the annual salary of each such officer increased from
$1 to $450,000 commencing as of the date of the Executive Amendment;
(b) commencing with annual grants in 2023, 50% of each such officer's annual
grant will consist of a restricted stock award that is subject to time-based
vesting restrictions which will lapse annually over a three-year period starting
on the grant date subject to continued employment, and 50% of each such
officer's annual grant will consist of a performance award subject to such
employment and performance based milestones as shall be determined by the Board
in its discretion; and (c) each such officer's existing performance-based stock
awards with a stock price milestone of $40 and $55 per share was cancelled, and
the performance period applicable to the shares with a $25 stock price milestone
was extended by 12 months, from June 3, 2023 to June 3, 2024.
The foregoing summaries of the Lohscheller Amendment and the Executive
Amendments do not purport to be complete and are subject to, and qualified in
their entirety by, the full text of the Amendment to Executive Employment
Agreement between the Company and each of Mr. Lohscheller, Mr. Brady,
Mr. Worthen, Mr. Koziner and Mr. Pike, respectively, filed as Exhibits hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1# Amendment to Executive Employment Agreement by and between the
Company and Michael Lohscheller dated August 15, 2022.
10.2# Amendment to Executive Employment Agreement by and between the
Company and Kim J. Brady dated August 15, 2022.
10.3# Amendment to Executive Employment Agreement by and between the
Company and Britton M. Worthen dated August 15, 2022.
10.4# Amendment to Executive Employment Agreement by and between the
Company and Pablo M. Koziner dated August 15, 2022.
10.5# Amendment to Executive Employment Agreement by and between the
Company and Joseph R. Pike dated August 15, 2022.
104 Cover Page Interactive Data File (formatted as Inline XBRL).
# Indicates management contract or compensatory plan or arrangement.
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