Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of John Van Scoter as President, Chief Executive Officer, and Member
of the Board of Directors
On May 31, 2023, Solid Power, Inc. (the "Company") announced that John Van
Scoter has been appointed President, Chief Executive Officer ("CEO"), and a
Class I Director of the Company's Board of Directors (the "Board"), effective
June 14, 2023. Mr. Van Scoter, age 62, will replace David Jansen, who has served
as the Company's President since February 2017 and Interim CEO since November
29, 2022.
Following Mr. Van Scoter commencing employment with the Company, Mr. Jansen will
serve as Senior Advisor to the CEO and continue to serve as Chairperson of the
Board. Mr. Jansen's primary responsibility will be the smooth transition of his
duties, responsibilities, and business relationships to Mr. Van Scoter.
From 2019 until June 2023, Mr. Van Scoter served as Vice President, General
Manager Products at SRI International Inc. ("SRI"), an independent nonprofit
research institute. Mr. Van Scoter was the CEO, President and Chairman of
eSolar, Inc., an early-stage solar power plant technology company, from 2010
until 2018. Prior to eSolar, he held multiple leadership positions over an
almost 30-year career with Texas Instruments Incorporated (Nasdaq: TXN),
including as Senior Vice President, Alternative Energy Strategy and Senior Vice
President, General Manager of DLP® Products Division. Mr. Van Scoter served on
the board of directors of TE Connectivity Ltd. (NYSE:TEL) from 2008 until 2018.
Mr. Van Scoter holds a B.S. in Mechanical Engineering from the University of
Vermont.
In connection with Mr. Van Scoter's appointment as a member of the Board, Mr.
Van Scoter is expected to enter into the Company's standard form of
indemnification agreement for directors and officers, the form of which has
previously been filed with the Securities and Exchange Commission.
There is no arrangement or understanding with any person pursuant to which Mr.
Van Scoter was appointed as President, CEO, and member of the Board. There are
no family relationships between Mr. Van Scoter and any director or executive
officer of the Company, and Mr. Van Scoter is not a party to any transaction
requiring disclosure under Item 404(a) of Regulation S-K.
Compensatory Arrangements of President and Chief Executive Officer
In connection with Mr. Van Scoter's appointment as President and CEO, the
Company and Mr. Van Scoter entered into an offer letter (the "Offer Letter").
Pursuant to the Offer Letter, Mr. Van Scoter is entitled to (i) an annual base
salary of $538,000, (ii) an annual performance-based bonus with a bonus target
equal to 100% of Mr. Van Scoter's actually-paid salary for 2023 and a maximum
bonus equal to 200%, (iii) an initial equity award with a total value of
$4,500,000 (50% of the value in restricted stock units and 50% in stock
options), with each award vesting over a four-year period subject to Mr. Van
Scoter's continued employment, (iv) direct payment of relocation costs, and (v)
a lump sum relocation allowance of $75,000.
In the event Mr. Van Scoter's employment is terminated without "Cause" or Mr.
Van Scoter resigns from his employment for "Good Reason," other than in
connection with a "Change in Control" (as such terms are defined in the Offer
Letter), then he will be entitled to receive, subject to execution and
non-revocation of a general waiver and release of claims in favor of the
Company, (i) continuation of base salary for 12 months, (ii) any earned but
unpaid annual bonus for the year preceding the year of termination, based on
actual performance for such year, (iii) a prorated annual bonus for the year of
termination, based on actual performance for such year, and (iv) reimbursement
of COBRA premiums for 12 months after the last day of employment, or a lump sum
payment in lieu of such reimbursement.
In the event Mr. Van Scoter's employment is terminated without Cause or Mr. Van
Scoter resigns from his employment for Good Reason, within three months prior to
a Change in Control or 12 months after a Change in Control, then he will be
entitled to receive, subject to execution and non-revocation of a general waiver
and release of claims in favor of the Company, (i) a lump sum payment equal to
the sum of (a) 18 months of annual base salary plus (b) 150% of the target
annual bonus for the year of termination, (ii) any earned but unpaid annual
bonus for the year preceding the year of termination, based on actual
performance for such year, (iii) reimbursement of COBRA premiums for 18 months
after the last day of employment, or a lump sum payment in lieu of such
reimbursement, and (iv) all outstanding equity awards will become vested in
full.
The foregoing description of the Offer Letter does not purport to be complete
and is qualified in its entirety by reference to the full text of the agreement,
a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by
reference.
Item 7.01 Regulation FD Disclosure.
On May 31, 2023, the Company issued a press release announcing the appointment
of Mr. Van Scoter as the Company's President and CEO.
Such exhibit and the information set forth therein will not be deemed to be
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise be subject to the liabilities of that
section, nor will it be deemed to be incorporated by reference into any filing
under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
See the Exhibit index below, which is incorporated herein by reference.
Exhibit
No. Description
10.1 Offer Letter, dated May 26, 2023.
99.1 Press Release, dated May 31, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
© Edgar Online, source Glimpses
SOLID POWER, INC. 
