ROMEO POWER, INC. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) - (c) Appointment of Certain Officers
OnJune 13, 2021 ,Romeo Power, Inc. (the "Company") appointedKerry A. Shiba as its Chief Financial Officer, effectiveJuly 6, 2021 .Mr. Shiba will succeedLauren Webb , the Company's current Chief Financial Officer, who will transition to a new role as Chief Strategy and Commercial Officer, effectiveJuly 6, 2021 . Prior to joining the Company,Mr. Shiba , age 66, served as Executive Vice President and Chief Financial Officer of Wesco Aircraft Holdings, Inc. (NYSE: WAIR) ("Wesco"), a distributor and service provider of aircraft hardware and chemicals, from 2017 to 2021. Before joiningWesco ,Mr. Shiba served as Executive Vice President, Chief Financial Officer and Secretary of Superior Industries International, Inc. (NYSE: SUP) ("Superior"), a global manufacturer of aluminum wheels for the automotive industry, from 2010 to 2017. Before joining Superior,Mr. Shiba served as Senior Vice President, Chief Financial and Restructuring Officer and President of the Original Equipment Business Unit atRemy International, Inc. , a leading manufacturer of rotating electrical components for the automotive industry, from 2006 to 2008. Prior to that, he served in roles of increasing responsibility within the finance and accounting organization at Kaiser Aluminum Corporation ("Kaiser Aluminum"), a leading producer of fabricated aluminum products for aerospace, general engineering, automotive and custom industrial applications, from 1998 to 2006.Mr. Shiba's tenure at Kaiser Aluminum included service as Vice President and Controller,Fabricated Products Group from 1998 to 2002; Vice President and Treasurer from 2002 to 2004; and Vice President and Chief Financial Officer from 2004 to 2006. Prior to joining Kaiser Aluminum, he served in various roles within the finance and accounting organization atThe BF Goodrich Company ("Goodrich") from 1981 to 1998, concluding his career at Goodrich as the Vice President and Controller of Specialty Chemicals.Mr. Shiba began his career at Ernst & Ernst, nowErnst & Young, L.L.P. , where he served on the audit staff, and later as a consultant, from 1978 to 1981.Mr. Shiba holds a B.A. in Accounting and Political Science fromBaldwin Wallace College .Mr. Shiba will earn an annual base salary of$400,000 and a signing bonus of$100,000 . In addition, subject only to formal approval by the Board of Directors of the Company (the "Board"),Mr. Shiba will receive a grant of a restricted stock unit award with a value of approximately$300,000 based on the Company's stock price on the date of grant, which will be subject to a three-year ratable vesting schedule, with one third vesting on the first anniversary of the grant date and the remainder vesting ratably each quarter of the last two years.Mr. Shiba will be entitled to an annual bonus of 60% of his base salary if both he and the Company succeed in meeting their annual individual and financial objectives, respectively, andMr. Shiba remains employed through the bonus payment date. Subject to formal approval of the Compensation Committee of the Board (the "Compensation Committee"),Mr. Shiba will receive an annual grant of the Company's common stock equal to approximately$750,000 based on the Company's stock price on the date of grant. In 2021 only,Mr. Shiba's annual stock award will equal$1,500,000 based on the Company's stock price on the date of grant. 75% of the annual stock award will be in the form of performance stock units, which will vest at the end of a three-year performance cycle, subject to the satisfaction of the performance criteria. The remaining 25% of the award will be restricted stock units, which will vest ratably over three years with one third vesting on the first anniversary of the grant date and the remainder vesting ratably each quarter of the last two years. Additionally,Mr. Shiba will be eligible to participate in the Company's employee benefit plans and programs generally available to all employees. OnJune 10, 2021 , the Company appointedYun Han as its Chief Accounting Officer, effectiveJuly 6, 2021 . Prior to joining the Company,Ms. Han , age 47, served as Vice President and Corporate Controller of ImmunityBio, Inc., from 2019 to 2021, where she oversawSEC financial reporting and full cycle operational and general ledger accounting. Before joining ImmunityBio, Inc.,Ms. Han owned her own accounting practice,Han Accountancy , AProfessional Corp. Significant projects duringMs. Han's 2017 to 2019 leadership ofHan Accountancy included serving as IPO Consultant of Parsons Corporation, as Chief Financial Officer ofUSA -United Education Services, and as Lead of Financial Reporting ofPalisades Investment, LLC .Ms. Han started her career atPricewaterhouseCoopers LLP ("PwC"), where she served various audit clients and worked as a technical accounting consultant at the PwC National Office from 2004 to 2017, concluding her time at PwC as a senior manager.Ms. Han earned a B.A. in Accounting from theUniversity of Southern California's Leventhal School of Accounting and is a Certified Public Accountant.Ms. Han will earn an annual base salary of$300,000 . Provided thatMs. Han's first day of employment occurs no later thanJuly 9, 2021 ,Ms. Han will also receive a signing bonus of$30,000 . IfMs. Han resigns, quits, or is terminated for cause beforeJuly 8, 2022 , she must repay the signing bonus. In addition,Ms. Han will be entitled to an annual bonus of 35% of her base salary if both she and the Company succeed in meeting their annual individual and financial objectives, respectively, and --------------------------------------------------------------------------------Ms. Han remains employed through the bonus payment date. Subject to formal approval of the Compensation Committee,Ms. Han will receive an annual grant of the Company's common stock equal to approximately$500,000 based on the Company's stock price on the date of grant. In 2021 only,Ms. Han's annual stock award will equal$1,000,000 based on the Company's stock price on the date of grant. 50% of the annual stock award will be in the form of performance stock units, which will vest at the end of a three-year performance cycle, subject to the satisfaction of the performance criteria. The remaining 50% of the award will be restricted stock units. Additionally,Ms. Han will be eligible to participate in the Company's employee benefit plans and programs generally available to all employees. Neither the selection ofMr. Shiba to serve as Chief Financial Officer nor the selection ofMs. Han to serve as Chief Accounting Officer was made pursuant to any arrangement or understanding with any other person. There are no family relationships betweenMr. Shiba orMs. Han and any director or executive officer of the Company and neitherMr. Shiba norMs. Han has any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
The full text of the press release announcing the appointment of
(e) Compensatory Arrangements of Certain Officers
Adjustments to Base Salaries and Incentive Targets
OnJune 11, 2021 , after evaluating certain benchmarking and other information prepared by the Compensation Committee's executive compensation consultant,Mercer (US) Inc. ("Mercer"), the Compensation Committee approved adjustments to the annual base salaries, and short and long-term incentive targets for the Company's executive officers, including those forth below, effective as ofJanuary 1, 2021 . Target Short-Term Incentive (as a percentage of Base Target Long-Term Name Base Salary Salary) Incentive Lionel Selwood, Jr.$ 500,000 100%$ 2,300,000 Criswell Choi$ 365,000 60%$ 750,000 Lauren Webb$ 375,000 60%$ 700,000
Short-Term Incentive Awards
The short-term incentive plan awards will be payable in cash based 60% upon the achievement of financial objectives with respect to the Company's contracted backlog for fiscal 2021 and 40% upon the achievement of individual objectives. Long-Term Incentive Awards OnJune 11, 2021 , after considering the input and advice of Mercer, its executive compensation consultant, the Compensation Committee approved certain long-term incentive awards under the Company's 2020 Long-Term Incentive Plan including grants of restricted stock units ("RSUs") and performance-based restricted stock units ("PSUs") to the Company's executive officers, including those set forth below, with the number of shares subject to each such award to be determined by dividing the dollar amount of such award by the average official closing price of the Company's common stock for the 100 trading days ending on the grant date. Name RSU Value PSU Value (Target) PSU Value (Max) Lionel Selwood, Jr.$ 2,300,000 $ 6,900,000$ 13,800,000 Criswell Choi$ 975,000 $ 2,925,000$ 5,850,000 Lauren Webb$ 700,000 $ 2,100,000$ 4,200,000
Each RSU award will vest as to one-third of the underlying shares of common stock on the first anniversary of the vesting commencement date and as to one-eighth of the remainder of the underlying shares quarterly thereafter, subject to the
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holder remaining in continuous service to the Company through each such vesting
date. The vesting commencement date for each of the executive officers is
Each PSU award is subject to vesting based on the holder's continuous service to the Company for three years, as well as performance vesting based upon the greater of (i) the Company's one-year financial performance, based upon specific targets for fiscal 2021 with respect to backlog and bill of material per kWh reduction, or (ii) the Company's three-year share price performance. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release, dated June 16, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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