Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 18, 2022, Romeo Power, Inc. (the "Company") announced that Anne
Devine has been appointed to serve as its Chief Operating Officer, effective as
of January 17, 2022. Ms. Devine succeeds Criswell Choi who departed from the
Chief Operating Officer position, effective as of January 17, 2022, and will
leave the Company after a four week transition period to pursue other
opportunities. Upon his departure from the Company, Mr. Choi will be eligible to
receive certain severance benefits pursuant to the Company's Executive Severance
and Change in Control Plan, including payment of base salary and reimbursement
of premium payments for continuation coverage under the Company's health plan
(less the employee portion of such coverage as in effect on the date of the
participant's termination of employment), in each case for a period of twelve
months. Such payments will be contingent on the participant signing and not
revoking a release of claims in the form prescribed by the Company.
Prior to joining the Company, Ms. Devine, age 48, held various roles at UGN,
Inc. from March 2013 to January 2022, including Director of Program Management,
Supplier Development Manager and, most recently, Plant Manager. At UGN, Inc.,
Ms. Devine was responsible for managing all aspects of Tier 1 Interior Acoustic
Plant Operations, managed a 250,000 square foot facility with 300 non-union
hourly/salaried team members, and oversaw the production of over 100 product
lines. Prior to that, Ms. Devine was a Supplier Development Manager for Navistar
from June 2021 to March 2013. Ms. Devine also held various positions, most
recently Purchasing Manager, during her tenure at Ford Motor Company which began
in June 2007 and ended in March 2012, she worked as an industrial engineer for
DaimlerChrysler from September 1999 to October 2000 and previously held
engineering and project manager roles at Thomas & Betts and Delphi Chassis
Systems. Ms. Devine has 25 years of diverse experience in operational and
manufacturing management, bringing unique automotive industry experience to the
Company. Ms. Devine holds a Master of Science degree in Engineering Management
from the University of Michigan and a Bachelor of Science degree in Industrial
Engineering from GMI Engineering & Management Institute (Kettering University).
Ms. Devine will earn an annual base salary of $375,000 and receive a signing
bonus of $50,000. She will also be eligible for reimbursement of up to $50,000
of relocation expenses. In addition, subject only to formal approval by the
Compensation Committee of the Board of Directors of the Company (the
"Compensation Committee"), Ms. Devine will receive a one-time equity grant with
a value of approximately $600,000, based on the trailing 100 trading day average
closing price of the Company's stock ending on the date of grant. 75% of the
one-time equity grant will be in the form of performance stock units and the
remaining 25% of the award will be in the form of restricted stock units. Ms.
Devine will be entitled to an annual bonus of 60% of her base salary if both she
and the Company succeed in meeting their annual individual and financial
objectives, respectively, and Ms. Devine remains employed through the bonus
payment date. Subject to formal approval of the Compensation Committee, Ms.
Devine will receive an annual grant of the Company's common stock equal to a
target of approximately $600,000, based on the trailing 100 trading day average
closing price of the Company's stock ending 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 in the form
of 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, Ms. Devine
will be eligible to participate in the Company's Executive Severance and Change
in Control Plan and the Company's employee benefit plans and programs generally
available to all employees.
The selection of Ms. Devine to serve as Chief Operating Officer was not made
pursuant to any arrangement or understanding with any other person. There are no
family relationships between Ms. Devine and any director or executive officer of
the Company and Ms. Devine 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. Devine and
the departure of Mr. Choi is filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release, dated January 18, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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