Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On August 6, 2021, Romeo Power, Inc. (the "Company") announced that its Board of
Directors (the "Board") has appointed Susan S. Brennan to serve as President and
Chief Executive Officer of the Company, effective August 16, 2021. Ms. Brennan
will remain a director of the Company. The Company also announced that Lionel E.
Selwood, Jr. has resigned as President and Chief Executive Officer and as a
director of the Company, effective August 16, 2021. Mr. Selwood's decision to
resign as a director of the Company was not due to any disagreement with the
Company relating to the Company's operations, policies or practices.
Ms. Brennan, 58, has served as a member of the Board since December 2020. Ms.
Brennan has 30 years of experience as a global leader in the automotive and
energy industries, with roles in Fortune 100 companies, Nissan North America
("Nissan") and Ford Motor Company ("Ford"). Since November 2013, Ms. Brennan has
served as Chief Operations Officer of Bloom Energy Corporation, and acted as one
of the key leaders in its scale growth and initial public offering. Since
January 2015, Ms. Brennan has also served as a Non-Executive Board Director for
Senior PLC, a FTSE 350 corporation with a global footprint in the aerospace and
automotive industries. Prior to her current roles, from November 2013 through
October 2018, Ms. Brennan was Vice President of Manufacturing and the
highest-ranking woman in operations at Nissan where she ran a manufacturing
plant that, at the time, was the highest output automotive manufacturing plant
in the world, with 10,000 employees who produced more than $10 billion worth of
vehicles. She also managed the powertrain plant that produced EV components and
more than one million engines per year for North America, Asia, and Europe.
Prior to Nissan, Ms. Brennan spent 13 years, from March 1995 through September
2008, at Ford holding multiples roles including Director of Global Manufacturing
Business Office and Director of Manufacturing Operations. Since January 2009,
Ms. Brennan has served as Founder and Board member of Southern Automotive
Women's Forum, a 501(c)(3) organization that supports Women in STEM (Science,
Technology, Engineering and Math) and has changed the face of the automotive
industry in the Southeast. She also served as a national advisory board member
for the National Center for Engineering Pathways to Innovation (Epicenter) at
Stanford University from 2014 to 2015, which empowers undergraduates in
engineering to bring their ideas to life. Ms. Brennan received her M.B.A. in
Economics from the University of Nebraska at Omaha, her B.S. in Microbiology
from the University of Illinois at Urbana-Champaign, and is an alumna of the
Prince of Wales Business and Environment Program.
Ms. Brennan and the Company have entered into an executive employment agreement
(the "Employment Agreement"), the material terms of which are summarized below.
Pursuant to the Employment Agreement, Ms. Brennan will earn an annual base
salary of $600,000 and a cash signing bonus of $600,000. Ms. Brennan will
receive a sign-on restricted stock unit award with a value of approximately
$600,000 on the date of grant, which shall be subject to a three-year vesting
schedule, with one-third vesting on the first anniversary of the grant date and
1/24th of the remainder vesting on each of the next twenty-four monthly
anniversaries of the first anniversary of the grant date. Ms. Brennan will also
receive a sign-on restricted stock unit award with a value of approximately
$3,200,000 on the date of grant, 75% of which will be subject to
performance-based vesting and 25% of which will be subject to a time-based
vesting schedule over a three-year period, with one-third vesting on the first
anniversary of the grant date and 1/24th of the remainder vesting on each of the
next twenty-four monthly anniversaries of the first anniversary of the grant
date. Additionally, Ms. Brennan will receive a long-term incentive award
consisting of restricted stock units with a value of approximately $3,200,000 on
the date of grant, 75% of which will be subject to performance-based vesting and
25% of which will be subject to a time-based vesting schedule over a three-year
period, with one-third vesting on the first anniversary of the grant date and
1/24th of the remainder vesting on each of the next twenty-four monthly
anniversaries of the first anniversary of the grant date. Ms. Brennan will be
entitled to an annual discretionary bonus with a target of 100% of her base
salary, as determined by the Board or the Compensation Committee, taking into
account Ms. Brennan's performance and the performance of the Company, and
subject to Ms. Brennan's continued employment through the bonus payment date.
Additionally, Ms. Brennan will be eligible to participate in the Company's
employee and executive benefit plans and programs as the Company may from time
to time offer to its executives.
The selection of Ms. Brennan to serve as President and Chief Executive Officer
of the Company was not made pursuant to any arrangement or understanding with
any other person. There are no family relationships between Ms. Brennan and any
director or executive officer of the Company and Ms. Brennan does not have any
direct or indirect material interest in any transaction or proposed transaction
required to be reported under Item 404(a) of Regulation S-K.
On August 5, 2021, Mr. Selwood and the Company entered into a letter agreement
pursuant to which Mr. Selwood has agreed to provide part-time consulting
services to the Company and its affiliates for a period of up to 180 days for an
hourly fee of $400 per hour, subject to a monthly minimum fee of $41,667 per
month (the "Consulting Agreement"). Mr. Selwood will also be entitled to
separation benefits, consisting of (i) a payment of $500,000, which is twelve
months of his base salary, in the form of salary continuation payments, (ii)
twelve months of COBRA continuation coverage, (iii) reimbursement of up to
$25,000 for certain expenses, and (iv) continued vesting of all outstanding and
unvested stock options during the term of the Consulting Agreement. In addition,
the period during which Mr. Selwood may exercise any options that are vested on
the date that the Consulting Agreement terminates (the "Expiration Date") will
be extended until the later of: (a) the nine-month anniversary of the Expiration
Date, and (b) February 16, 2023; provided, however, that in no event will the
exercisability of any option be extended beyond its original maximum expiration
date.
The preceding descriptions of the Employment Agreement and the Consulting
Agreement do not purport to be complete and are subject to and qualified in
their entirety, by the full text of such agreements, copies of which are filed
as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form
8-K and incorporated herein by reference.
On August 2, 2021, Brady Ericson notified the Board of his resignation as a
director of the Company, effective August 3, 2021. His decision to resign was
not due to any disagreement with the Company relating to the Company's
operations, policies or practices. On August 3, 2021, the Board appointed
Laurene H. Horiszny to serve as a member of the Board to fill the vacancy
created by the resignation of Brady Ericson. Ms. Horiszny will also serve as a
member of the Finance and Investment Committee of the Board. Ms. Horiszny, who
has 30 years of experience in the automotive industry most recently serving as
the Chief Compliance and Privacy Officer of BorgWarner Inc., was designated for
election to the Board by BorgWarner Inc. pursuant to the terms of that certain
Stockholders' Agreement, dated December 29, 2020, by and among the Company, RMG
Sponsor, LLC and certain former stockholders of Romeo Systems, Inc. Ms. Horiszny
continues to consult for BorgWarner Inc. Ms. Horiszny does not have any direct
or indirect material interest in any transaction or proposed transaction
required to be reported under Item 404(a) of Regulation S-K.
The full text of the press release announcing the appointment of Ms. Brennan and
Ms. Horiszny is filed herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Executive Employment Agreement, dated August 5, 2021, by and between
Romeo Power, Inc. and Susan Brennan.
10.2 Consulting Agreement, dated August 5, 2021, by and between Romeo
Power, Inc. and Lionel E. Selwood, Jr.
99.1 Press release, dated August 6, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).© Edgar Online, source Glimpses
ROMEO POWER, INC. 
