04/10/2025 | Press release | Distributed by Public on 04/10/2025 04:03
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John Stephens
Chairperson of the Board and Class III Director |
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John Van Scoter
Chief Executive Officer, President, and Class I Director |
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
to be Held Virtually on May 21, 2025 at 10:00 a.m., Mountain Time.
The proxy statement and annual report to stockholders are available at https://www.cstproxy.com/solidpower/2025.
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TABLE OF CONTENTS
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Proxy Statement Summary
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Meeting Details
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Voting Matters and Recommendations
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Corporate Governance Matters
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Classified Board of Directors
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Committees of our Board of Directors
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Board Leadership Structure
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Meetings of our Board of Directors; Attendance
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Director Independence
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Director Nominations
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Succession Planning
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Role of Our Board and Its Committees in Risk Oversight
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Annual Board and Committee Evaluations
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Director Education
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Code of Business Conduct and Ethics
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Corporate Governance Guidelines
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Insider Trading Policy
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Family Relationships
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Annual Meeting Attendance
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Proposal No. 1 - Election of Directors
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Directors
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Recommendation of Our Board of Directors
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Director Nominees for Election at the 2025 Annual Meeting
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Continuing Directors
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Director Qualifications
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Executive Compensation
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Overview
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Executive Summary
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Our Objectives
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How We Make Executive Compensation Decisions
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2024 Named Executive Officer Compensation
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Stock Ownership Guidelines
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Equity Grant Timing Considerations
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Severance and Change in Control Protection
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Compensation Risk Oversight
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Executive Compensation Tables
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Compensation of Directors
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Outside Director Compensation Policy
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2024 Director Compensation
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Director Stock Ownership Guidelines
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Compensation Committee Interlocks and Insider Participation
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Pay Versus Performance
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Reconciliation of Compensation Actually Paid Adjustments
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Equity Compensation Plan Information
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TABLE OF CONTENTS
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Security Ownership of Certain Beneficial Owners and Management
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Certain Relationships and Related Party Transactions
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Transactions with BMW
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Transactions with Ford
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Related Person Transaction Policy
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Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm
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34
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Principal Accountant Fees and Services
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Pre-Approval Policy
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Recommendation of Our Board of Directors
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Report of the Audit Committee
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Proposal No. 3 - Advisory Approval of Named Executive Officer Compensation
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36
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Recommendation of Our Board of Directors
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Delinquent Section 16(a) Reports
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Where to Get Additional Information
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Availability of Annual Report on Form 10-K
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Stockholder Communications
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Other Business
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Questions and Answers Regarding Proxy Materials and Voting Information
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What Is Included in the Proxy Materials?
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Why Did I Receive the Proxy Materials?
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Why Did I Receive a Notice of Internet Availability of Proxy Materials?
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What Is the Record Date?
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What Are the Proposals to be Voted on and What Are the Voting Standards?
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How Can I Attend the Annual Meeting?
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Am I Entitled to Vote?
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How May I Vote?
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How Can I Vote Before the Annual Meeting?
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Can I Vote at the Annual Meeting?
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What if I Am a Beneficial Owner and Do Not Give Instructions on How to Vote?
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What Is a Quorum?
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How Are Votes Tabulated?
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What if I Want to Change My Vote?
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Are Votes Confidential?
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How Do I Submit Stockholder Proposals for Next Year's Annual Meeting?
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What Is Householding?
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How Are Proxies Solicited and What Is the Cost?
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How Can I Obtain the Results of Voting at the Annual Meeting?
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How Can I View or Request Copies of Corporate Documents and SEC Filings?
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What Is Our Mailing Address?
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Date and Time
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Location
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Who Can Vote
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Wednesday, May 21, 2025 at 10:00 a.m., Mountain Time |
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https://www.cstproxy.com/ solidpower/2025 |
| | Our Board of Directors, or Board, has fixed the close of business on March 24, 2025 as the record date (the "Record Date"). You are entitled to vote at the Annual Meeting and at any adjournment thereof if you were a holder of the Company's common stock as of the close of business on March 24, 2025. | |
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PROPOSALS THAT REQUIRE YOUR VOTE
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BOARD RECOMMENDATION
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LEARN MORE
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| 1 | | | | The election of the four nominees named in this proxy statement as Class I directors of the Company | | | |
FOReach nominee
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Page 7
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The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025
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FOR
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Page 34
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| 3 | | | | The approval, by a non-binding advisory vote, of the compensation of our named executive officers | | | |
FOR
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Page 36
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Internet
Go to https://www.cstproxy.com/solidpower/2025 and follow the instructions on the website. |
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Mail
Complete, sign, and date the enclosed proxy card or voting instruction form and return it in the prepaid envelope provided, if you received a paper copy of the proxy materials. |
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Notice of 2025 Annual Meeting and Proxy Statement
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Class I
Term expires in 2025 |
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Class II
Term expires in 2026 |
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Class III
Term expires in 2027 |
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Notice of 2025 Annual Meeting and Proxy Statement
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Susan Kreh, Chairperson*^
Erik Anderson* Lesa Roe*
Audit Committee Report:
page 35
Meetings in 2024: 4
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Audit Committee
Key Responsibilities:
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overseeing the appointment, compensation, and work of the independent auditors
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reviewing our financial statements with management and independent auditors
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overseeing our risk management, major litigation, and financial risk exposures
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reviewing our financial reporting processes and internal controls
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overseeing sustainability and climate matters impacting our financial reporting
Our audit committee operates under a written charter, a copy of which is available on our website at https://ir.solidpowerbattery.com/.
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Each member satisfies the independence requirements of the rules of the SEC and Nasdaq.
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Susan Kreh is an audit committee financial expert.
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Aleksandra Miziolek, Chairperson*
Steven Goldberg* Lesa Roe* MaryAnn Wright*
Meetings in 2024: 4
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Governance and Corporate Responsibility Committee
Key Responsibilities:
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identifying, evaluating, and recommending individuals to become directors
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developing and recommending a set of corporate governance guidelines
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overseeing the annual performance evaluation of our Board and its committees
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overseeing certain environmental, social, and governance ("ESG") matters
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reviewing director independence and qualifications for committee service
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assessing annually the composition of our Board and its committees
Our governance committee operates under a written charter, a copy of which is available on our website at https://ir.solidpowerbattery.com/.
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Each member satisfies the independence requirements of the rules of the SEC and Nasdaq.
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Steven Goldberg, Chairperson*
Kaled Awada* Aleksandra Miziolek* MaryAnn Wright*
Meetings in 2024: 4
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Human Resources and Compensation Committee
Key Responsibilities:
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approving compensation of our executive officers and directors
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approving grants and/or awards of equity-based compensation
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overseeing our strategies and policies related to human resource management
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leading succession planning for our executive officers
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considering risks arising from our compensation plans, policies, and programs
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administering our policy on recovery of incentive compensation
Our HRC committee operates under a written charter, a copy of which is available on our website at https://ir.solidpowerbattery.com/.
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Each member is a non-employee director and satisfies the independence requirements of the rules of the SEC and Nasdaq.
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Notice of 2025 Annual Meeting and Proxy Statement
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Notice of 2025 Annual Meeting and Proxy Statement
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OUR BOARD
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Our Board executes its oversight duties through:
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Assigning specific oversight duties to the standing committees.
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Receiving periodic briefings and informational sessions by management on the types of risks we face and the means of mitigating and controlling those risks.
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Audit Committee
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Financial reporting & internal controls
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Investment management
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Cybersecurity
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Enterprise risk management
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Governance Committee
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Conflicts of interest
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Governance structure & processes
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Director selection & independence
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Code of Conduct compliance
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HRC Committee
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Compensation practices
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Human resources management
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Succession planning
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Stock ownership guidelines
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MANAGEMENT
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Management is primarily responsible for:
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Identifying risks and designing risk controls.
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Evaluating and prioritizing risks and balancing potential risk to potential reward.
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Escalating to our Board and/or committees as appropriate.
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Notice of 2025 Annual Meeting and Proxy Statement
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Director responsibilities
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Board agendas
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Committee responsibilities and assignments
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Meetings of independent directors
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Director communications with third parties
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Director orientation and continuing education
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Evaluation of senior management
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Management succession planning
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Director access to management and advisors
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Role of Chairperson and lead independent director
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Notice of 2025 Annual Meeting and Proxy Statement
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OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF ERIK ANDERSON, KALED AWADA, LESA ROE, AND JOHN VAN SCOTERAS CLASS I DIRECTORS OF THE COMPANY FOR THE ENSUING TERM.
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Notice of 2025 Annual Meeting and Proxy Statement
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Class I Director
Age: 66
Director Since: 2021
Committees:
Other Public Company Boards: Topgolf Callaway Brands Corp.; Hyzon Motors, Inc.
Directorships Within the Past Five Years: Decarbonization Plus Acquisition Corporation IV; Decarbonization Plus Acquisition Corporation II
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Erik Anderson
Business Experience
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Chief Executive Officer, WestRiver Group (2002-present)
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Executive Chairman, Singularity Group (2018-present)
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Chief Executive Officer and Executive Chairman, Topgolf International, Inc. (2015-2021)
Nominee Qualifications
Mr. Anderson holds an M.S. and B.S. in Industrial Engineering from Stanford University and a B.A. in Management Engineering from Claremont McKenna College. We believe Mr. Anderson is well-qualified to serve on our Board due to his experience as a director and leader of public companies.
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Class I Director
Age: 50
Director Since: 2023
Committees:
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Kaled Awada
Business Experience
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Executive Vice President, Chief People Officer, PG&E Corporation and Pacific Gas and Electric Company (2024-present)
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Executive Vice President and Chief Human Resources Officer, Tenneco Inc. (2018-2022)
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Global Vice President, Human Resources, Aptiv PLC (2015-2018)
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Vice President, Human Resources - Electrical Sector, APAC Region, Eaton Corporation plc (2011-2015)
Nominee Qualifications
Mr. Awada holds a B.A. in Psychology from The Ohio State University. We believe Mr. Awada is well-qualified to serve on our Board due to his global leadership and human resources expertise.
Additional Information
Mr. Awada was appointed to our Board, effective July 5, 2023. Prior to his appointment, Mr. Awada was identified and recommended as a potential candidate to our Board by a non-management director.
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Notice of 2025 Annual Meeting and Proxy Statement
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Class I Director
Age: 61
Director Since: 2022
Committees:
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Lesa Roe
Business Experience
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Chief Executive Officer and Chancellor, University of North Texas System (2017-2021)
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Deputy Associate Administrator and Deputy Chief Operating Officer, National Aeronautics and Space Administration (NASA) (2014-2017)
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Center Director, NASA (2005-2014)
Nominee Qualifications
Ms. Roe holds a B.S. in Electrical Engineering from the University of Florida and an M.S. in Electrical Engineering from the University of Central Florida. We believe Ms. Roe is well-qualified to serve on our Board due to her leadership experience and technical background in engineering.
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Class I Director
Age: 63
Director Since: 2023
Committees: None
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John Van Scoter
Business Experience
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Chief Executive Officer and President, Solid Power, Inc. (2023-present)
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Vice President, General Manager Products, SRI International Inc. (2019-2023)
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CEO, President and Chairman, eSolar, Inc. (2010-2018)
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Senior Vice President, Alternative Energy Strategy, Texas Instruments Incorporated (2008-2010)
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Senior Vice President, General Manager of DLP® Products Division, Texas Instruments Incorporated (2000-2008)
Nominee Qualifications
Mr. Van Scoter holds a B.S. in Mechanical Engineering from the University of Vermont. We believe Mr. Van Scoter is well-qualified to serve on our Board due to his renewable energy expertise and experience scaling technologies to commercial products.
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Notice of 2025 Annual Meeting and Proxy Statement
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Class III Director
Age: 58
Director Since: 2021
Committees: None
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Rainer Feurer
Business Experience
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SVP Corporate Investments, Bayerische Motoren Werke AG (BMW Group) (2020-present)
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Vice Chairman of the Board of Directors, Spotlight Automotive Limited (2020-present)
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SVP Mobility and Energy Services, BMW Group (2019-2020)
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SVP Customer Centric Sales Development, CX, BMW Group (2016-2019)
Director Qualifications
Dr. Feurer holds a B.A. (Hons) in International Management from Middlesex University, UK and Dipl. Betriebswirt (FH) Diploma from Reutlingen University, Germany. He received his M.B.A. from Monterey Institute of International Studies in 1993 and his Ph.D. in Strategic Management from Cranfield University, UK in 1996. We believe Dr. Feurer is well-qualified to serve on our Board due to his experience in the automotive industry and international operations expertise.
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Class II Director
Age: 72
Director Since: 2019
Committees:
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Steven Goldberg
Business Experience
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Partner, DYDX Capital (f/k/a Finistere Ventures) (2021-present)
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President, Air Access (2020-present)
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Operating Partner, Venrock (2009-2020)
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Chief Executive Officer and/or Member of Board of Directors of a wide range of early-stage technology companies (2000-present)
Director Qualifications
Dr. Goldberg holds a B.S. and M.S. in Electrical Engineering from Washington University, St. Louis, and a Ph.D. in Electrical Engineering from the University of California, Santa Barbara. We believe Dr. Goldberg is well-qualified to serve as a member of our Board due to his experience in leading and overseeing growing technology companies, his technical background, and his prior service on private and pre-public company boards.
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Notice of 2025 Annual Meeting and Proxy Statement
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Class III Director
Age: 63
Director Since: 2023
Committees:
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Susan Kreh
Business Experience
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Chief Financial Officer and Chief Information Officer, Oil-Dri Corporation of America (2018-present)
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Chief Financial Officer and VP, Information Technology of Power Solutions business, Johnson Controls International plc (2010-2018)
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Vice President, Corporate Controller and Chief Accounting Officer, Johnson Controls International plc (2007-2010)
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Treasurer, PPG Industries, Inc. (2002-2007)
Director Qualifications
Ms. Kreh holds B.B.A.s in Accounting and Analysis and Design of Business Information Systems from the University of Wisconsin-Madison and an M.B.A. from Duquesne University. We believe Ms. Kreh is well-qualified to serve on our Board due to her finance and information technology expertise and experience in the automotive industry.
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Class II Director
Age: 68
Director Since: 2022
Committees:
Other Public Company Boards: Exro Technologies Inc.; American Axle & Manufacturing Holdings, Inc.
Directorships Within the Past Five Years: Tenneco, Inc.
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Aleksandra Miziolek
Business Experience
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Operator Advisor, Assembly Ventures (2021-present)
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Advisor, OurOffice, Inc. (2021-present)
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SVP, Chief Transformation Officer, General Counsel, Corporate Secretary, and Chief Compliance Officer, Cooper-Standard Holdings Inc. (2014-2019)
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Member, Director of the Automotive Industry Group, Dykema Gossett PLLC (1983-2014)
Director Qualifications
Ms. Miziolek holds a B.A. in Political Science and Spanish and a J.D., each from Wayne State University. We believe Ms. Miziolek is well-qualified to serve on our Board due to her experience in the automotive industry and service as an executive officer, as well as her M&A and governance and legal background.
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Notice of 2025 Annual Meeting and Proxy Statement
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Chairperson of the Board, Class III Director
Age: 65
Director Since: 2021
Committees: None
Other Public Company Boards: Freeport-McMoRan Inc.
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John Stephens
Business Experience
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Senior Executive Vice President and Chief Financial Officer, AT&T, Inc. (2011-2021)
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Senior Vice President and Controller, AT&T, Inc. (2001-2011)
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Vice President - Taxes, AT&T, Inc. (2000-2001)
Director Qualifications
Mr. Stephens holds a B.S.B.A. in Accounting from Rockhurst University and a J.D. from St. Louis University School of Law. We believe Mr. Stephens is well-qualified to serve on our Board due to his experience overseeing a large, publicly traded company and experience in financial and accounting matters, international business and affairs, and major corporate transactions.
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Class II Director
Age: 63
Director Since: 2022
Committees:
Other Public Company Boards: Group 1 Automotive, Inc.; Micron Technology, Inc.; Brunswick Corporation
Directorships Within the Past Five Years: Maxim Integrated Products, Inc.; Delphi Technologies
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MaryAnn Wright
Business Experience
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Group Vice President of Engineering and Product Development, Johnson Controls International plc (2013-2018)
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Chief Executive Officer, Johnson Controls - Saft, and Vice President and General Manager - Hybrid Systems, Johnson Controls International plc (2007-2013)
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Office of the Chair and Executive Vice President Engineering, Product Development, Commercial and Program Management, Collins & Aikman Corporation (2006-2007)
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Director, Sustainable Mobility Technologies & Hybrid and Fuel Cell Vehicle Programs, Ford Motor Company (1988-2005)
Director Qualifications
Ms. Wright holds a B.A. in Economics and International Business and an M.S. in Engineering from the University of Michigan and an M.B.A. in Finance from Wayne State University. We believe Ms. Wright is well-qualified to serve on our Board due to her extensive general management experience, knowledge of the automotive industry, expertise in vehicle, advanced powertrain, and energy storage system technologies, and significant public board experience.
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Notice of 2025 Annual Meeting and Proxy Statement
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strength of character
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high integrity and professional ethics
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ability to devote time to their position on our Board
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proven achievement and competence in their field
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an understanding of our business
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skills that are complementary to our Board
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business acumen and ability to exercise sound business judgment
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an understanding of the responsibilities that are required of a director
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Knowledge, Skills, and Experience
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Erik
Anderson |
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Kaled
Awada |
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Rainer
Feurer |
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Steven
Goldberg |
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Susan
Kreh |
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Aleksandra
Miziolek |
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Lesa
Roe |
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John
Stephens |
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John Van
Scoter |
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MaryAnn
Wright |
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| | Audit / Financial | | | | | | ✓ | | | | | | | | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | | | | | | | | ✓ | | | |
| | Automotive Industry | | | | | | | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | | | | | | | | | | | | | | | ✓ | | | | | | | ✓ | | | |
| | Battery and Energy Technology Development | | | | | | ✓ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ✓ | | | | | | | ✓ | | | |
| | Human Resources Management | | | | | | ✓ | | | | | | | ✓ | | | | | | | | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | | | | | | | | ✓ | | | |
| | Information Technology / Cybersecurity | | | | | | | | | | | | | | | | | | | | | | | | | | | ✓ | | | | | | | ✓ | | | | | | | | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | | | | |
| | International Operations | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | |
| | Manufacturing and Operations | | | | | | ✓ | | | | | | | ✓ | | | | | | | | | | | | | | ✓ | | | | | | | ✓ | | | | | | | | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | |
| | M&A / Strategic Planning Oversight | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | |
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Other Public Company Board or Executive Experience
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| | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | |
| | Risk Management / Legal / Regulatory | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | | | | | | | | ✓ | | | |
| | Sustainability / Corporate Responsibility | | | | | | ✓ | | | | | | | | | | | | | | ✓ | | | | | | | | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | | | | | | | | ✓ | | | |
| | Company Board Tenure | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | Years | | | | | | 4 | | | | | | | 2 | | | | | | | 4 | | | | | | | 6 | | | | | | | 2 | | | | | | | 3 | | | | | | | 3 | | | | | | | 4 | | | | | | | 2 | | | | | | | 3 | | | |
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|
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Named executive officer
|
| | |
Title
|
|
|
John Van Scoter
|
| | | President, Chief Executive Officer, and Class I Director | |
|
Linda Heller
|
| | | Chief Financial Officer and Treasurer | |
|
Derek Johnson
|
| | | Former Chief Operating Officer | |
|
|
| | |
Component
|
| | |
Description
|
| | |
Performance Considerations
|
| | |
Pay Objectives
|
| | |
|
|
|
Short-Term
Cash Compensation |
| | |
Base Salary
|
| | |
Pay for service in executive role.
|
| | |
Based on the duties and responsibilities of the position, contributions to the Company's performance, prior experience, individual and Company performance, and competitive market data. |
| | |
Attraction and retention. Base salary adjustments also allow the HRC committee to reflect individual performance, scope of the position, and/or changed responsibilities.
|
| | | ||
|
Annual Bonus
|
| | |
Short-term program providing named executive officers with an annual cash bonus opportunity.
|
| | |
Based on the HRC committee's assessment of each named executive officer's achievement against Company and individual operational and strategic goals and objectives. |
| | |
Reward performance in attaining Company and individual performance goals on an annual basis.
|
| | | ||||||
|
|
| | | | | | | | | | | | | | | | | | | ||
|
Long-Term
Equity Incentive |
| | |
Stock Options
and RSUs |
| | |
Long-term equity awards which provide for the delivery of shares of common stock subject to continued employment.
|
| | |
Alignment with stockholders through Company share price performance and the creation of stockholder value.
|
| | |
Align the interests of executives with those of stockholders, promote retention, and foster stock ownership.
|
| | |
|
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|
|
What We Do
|
|
|
Pay for performance. A significant percentage of total target compensation is pay at-risk or variable that is connected to achievement of operational goals or our stock price.
|
|
|
Independent compensation consultant. The HRC committee retains an independent compensation consultant to review our executive compensation program and practices.
|
|
|
Annual comparator peer group review. The HRC committee, with input from its independent compensation consultant, determines the composition of our comparator peer group at least annually.
|
|
|
Double-trigger change-in-control severance arrangements. All of our change-in-control equity arrangements have double triggers requiring a qualifying termination following a qualifying change-in-control in order to receive accelerated vesting.
|
|
|
Executive stock ownership and retention requirements. Each executive is required to hold at least 50% of the net shares (after taxes) acquired through our equity incentive plans and other forms of stock-based compensation until the executive has achieved the required level of ownership.
|
|
|
What We Don't Do
|
|
|
No guaranteed annual salary increases or bonuses. Our named executive officers' salary increases are assessed individually, and their annual cash bonuses are tied to corporate and individual performance.
|
|
|
No excessive perquisites.We do not provide excessive perquisites or personal benefits to our named executive officers.
|
|
|
No executive retirement plans. We do not maintain executive or supplemental retirement plans.
|
|
| No hedging or pledging permitted. We do not allow hedging or pledging by our directors, officers, or employees. | |
|
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|
|
|
Name
|
| |
2024 Base Salary
|
| |||
|
John Van Scoter
|
| | | $ | 538,000(1) | | |
|
Linda Heller
|
| | | $ | 430,000(2) | | |
|
Derek Johnson
|
| | | $ | 450,000(1)(3) | | |
|
18
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|
|
Name
|
| |
Target Annual Incentive
Payout (% of Salary)(1) |
| |
Target Annual Incentive
Payout ($)(1) |
| |
2024 Payout
Percentage Earned (% of Target) |
| |
2024
Actual Payout ($) |
| ||||||||||||
|
John Van Scoter
|
| | | | 100 | | | | | | 538,000 | | | | | | 120 | | | | | | 645,600 | | |
|
Linda Heller
|
| | | | 50 | | | | | | 215,000 | | | | | | 120 | | | | | | 258,000 | | |
|
Derek Johnson(2)
|
| | | | 50 | | | | | | 225,000 | | | | | | - | | | | | | - | | |
|
Name and Principal Position
|
| |
Stock Awards
($)(1) |
| |
Option Awards
($)(1) |
| |
Total
($) |
| |||||||||
|
John Van Scoter
|
| | | | 839,713 | | | | | | 809,967 | | | | | | 1,649,680 | | |
|
Linda Heller
|
| | | | 1,457,287 | | | | | | 1,500,000 | | | | | | 2,957,287 | | |
|
Derek Johnson(2)
|
| | | | 896,731 | | | | | | 864,965 | | | | | | 1,761,696 | | |
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|
|
|
Title
|
| | |
Stock Ownership Guidelines
|
|
| Chief Executive Officer | | | | 5 times annual base salary | |
| Other Covered Executives | | | | 3 times annual base salary | |
| Covered Directors | | | | 5 times annual cash retainer | |
|
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21
|
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
Awards ($)(1) |
| |
Option
Awards ($)(1) |
| |
Non-equity
Incentive Plan Compensation ($)(2) |
| |
All Other
Compensation ($)(3) |
| |
Total
($) |
| ||||||||||||||||||||||||
|
John Van Scoter
President and Chief Executive Officer |
| | | | 2024 | | | | | | 538,000 | | | | | | - | | | | | | 839,713 | | | | | | 809,967 | | | | | | 645,600 | | | | | | 15,391 | | | | | | 2,848,671 | | |
| | | 2023 | | | | | | 275,208 | | | | | | - | | | | | | 2,484,662 | | | | | | 2,249,999 | | | | | | 211,910 | | | | | | 338,592 | | | | | | 5,560,371 | | | |||
|
Linda Heller
Chief Financial Officer and Treasurer |
| | | | 2024 | | | | | | 215,000 | | | | | | - | | | | | | 1,457,287 | | | | | | 1,500,000 | | | | | | 258,000 | | | | | | 6,981 | | | | | | 3,437,268 | | |
|
Derek Johnson(4)
Former Chief Operating Officer |
| | | | 2024 | | | | | | 450,000 | | | | | | 450,000(5) | | | | | | 896,731 | | | | | | 864,965 | | | | | | - | | | | | | 11,814 | | | | | | 2,673,510 | | |
| | | 2023 | | | | | | 440,769 | | | | | | - | | | | | | 744,173 | | | | | | 865,000 | | | | | | 169,696 | | | | | | 7,812 | | | | | | 2,227,450 | | |
|
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|
|
|
Name
|
| |
Matching 401(k)
Contributions ($) |
| |
Health Savings
Account Contributions ($) |
| |
Life Insurance
Premiums ($) |
| |||||||||
|
John Van Scoter
|
| | | | 13,800 | | | | | | 1,500 | | | | | | 91 | | |
|
Linda Heller
|
| | | | 6,615 | | | | | | - | | | | | | 366 | | |
|
Derek Johnson
|
| | | | 11,634 | | | | | | - | | | | | | 180 | | |
| | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||
|
Name
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($/sh) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market Value
of Shares or Units of Stock That Have Not Vested ($)(14) |
| ||||||||||||||||||
|
John Van Scoter
|
| | | | 833,006(1) | | | | | | 1,071,010(1) | | | | | | 2.35 | | | | | | 6/14/2033 | | | | | | - | | | | | | - | | |
| | | -(2) | | | | | | 1,006,420(2) | | | | | | 1.56 | | | | | | 3/22/2034 | | | | | | - | | | | | | - | | | |||
| | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | 517,638(3) | | | | | | 978,336 | | | |||
| | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | 531,464(4) | | | | | | 1,004,467 | | | |||
|
Linda Heller
|
| | | | - | | | | | | 1,757,960(5) | | | | | | 1.67 | | | | | | 6/17/2034 | | | | | | - | | | | | | - | | |
| | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | 872,627(6) | | | | | | 1,649,265 | | | |||
|
Derek Johnson(7)
|
| | | | 954,594(8) | | | | | | -(8) | | | | | | 0.17 | | | | | | 1/30/2030 | | | | | | - | | | | | | - | | |
| | | 795,493(9) | | | | | | 159,100(9) | | | | | | 5.02 | | | | | | 8/3/2031 | | | | | | - | | | | | | - | | | |||
| | | 103,524(10) | | | | | | 103,525(10) | | | | | | 7.26 | | | | | | 5/12/2032 | | | | | | - | | | | | | - | | | |||
| | | 274,511(11) | | | | | | 274,512(11) | | | | | | 3.11 | | | | | | 3/2/2033 | | | | | | - | | | | | | - | | | |||
| | | -(2) | | | | | | 1,074,758(2) | | | | | | 1.56 | | | | | | 3/22/2034 | | | | | | - | | | | | | - | | | |||
| | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | 44,152(12) | | | | | | 83,447 | | | |||
| | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | 126,992(13) | | | | | | 240,015 | | | |||
| | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | 567,551(4) | | | | | | 1,072,671 | | |
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Notice of 2025 Annual Meeting and Proxy Statement
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|
|
|
24
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Notice of 2025 Annual Meeting and Proxy Statement
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| |
|
|
|
Committee
|
| |
Chairperson
($) |
| |
Member
($) |
| ||||||
|
Audit
|
| | | | 20,000 | | | | | | 10,000 | | |
|
Governance and Corporate Responsibility
|
| | | | 15,000 | | | | | | 7,500 | | |
|
Human Resources and Compensation
|
| | | | 15,000 | | | | | | 7,500 | | |
|
Name
|
| |
Fees Earned
($)(1) |
| |
Stock Awards
($)(2) |
| |
Total
($) |
| |||||||||
|
Erik Anderson
|
| | | | 60,000 | | | | | | 139,197 | | | | | | 199,197 | | |
|
Kaled Awada
|
| | | | 57,500 | | | | | | 139,197 | | | | | | 196,697 | | |
|
Rainer Feurer(3)
|
| | | | - | | | | | | - | | | | | | - | | |
|
Steven Goldberg
|
| | | | 72,500 | | | | | | 139,197 | | | | | | 211,697 | | |
|
Susan Kreh
|
| | | | 70,000 | | | | | | 139,197 | | | | | | 209,197 | | |
|
Aleksandra Miziolek
|
| | | | 72,500 | | | | | | 139,197 | | | | | | 211,697 | | |
|
Lesa Roe
|
| | | | 67,500 | | | | | | 139,197 | | | | | | 206,697 | | |
|
John Stephens
|
| | | | 90,000 | | | | | | 139,197 | | | | | | 229,197 | | |
|
MaryAnn Wright
|
| | | | 65,000 | | | | | | 139,197 | | | | | | 204,197 | | |
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|
|
|
Name
|
| |
RSU Awards
(Vested / Unvested) (#) |
| |
Stock Option Awards
(Exercisable / Unexercisable) (#) |
|
|
Erik Anderson
|
| |
59,197 / 82,365
|
| |
- / -
|
|
|
Kaled Awada
|
| |
53,157 / 135,523
|
| |
- / -
|
|
|
Rainer Feurer
|
| |
- / -
|
| |
- / -
|
|
|
Steven Goldberg
|
| |
- / 82,365
|
| |
968,620 / -
|
|
|
Susan Kreh
|
| |
53,157 / 135,523
|
| |
- / -
|
|
|
Aleksandra Miziolek
|
| |
95,756 / 82,365
|
| |
- / -
|
|
|
Lesa Roe
|
| |
66,876 / 82,365
|
| |
- / -
|
|
|
John Stephens
|
| |
74,897 / 82,365
|
| |
381,837 / -
|
|
|
MaryAnn Wright
|
| |
81,886 / 86,903
|
| |
- / -
|
|
|
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|
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Summary Compensation
Table Total |
| |
Compensation
Actually Paid |
| |
Average
Summary Compensation Table Total for Non-PEO NEOs (2) |
| |
Average
Compensation Actually Paid to Non-PEO NEOs (3) |
| |
Value of Initial
Fixed $100 Investment Based On Total Shareholder Return (4) |
| |
Net Income
(Loss) ($ in thousands) |
| ||||||||||||||||||||||||||||||||||||||||||
|
Year (1) |
| |
PEO1
(2) |
| |
PEO2
(2) |
| |
PEO3
(2) |
| |
PEO1
(3) |
| |
PEO2
(3) |
| |
PEO3
(3) |
| ||||||||||||||||||||||||||||||||||||||||||
|
2024
|
| | | | 2,848,671 | | | | | | - | | | | | | - | | | | | | 3,770,929 | | | | | | - | | | | | | - | | | | | | 3,055,389 | | | | | | 3,452,786 | | | | | | 21.62 | | | | | | (96,520) | | |
|
2023
|
| | | | 5,560,371 | | | | | | 5,965,363 | | | | | | - | | | | | | 3,338,642 | | | | | | 1,084,169 | | | | | | - | | | | | | 2,106,508 | | | | | | 845,359 | | | | | | 16.59 | | | | | | (65,549) | | |
|
2022
|
| | | | - | | | | | | 1,934,847 | | | | | | 3,214,558 | | | | | | - | | | | | | (3,711,412) | | | | | | (685,383) | | | | | | 1,968,670 | | | | | | (2,222,175) | | | | | | 29.06 | | | | | | (9,555) | | |
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Notice of 2025 Annual Meeting and Proxy Statement
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|
|
|
Year
|
| |
Summary
Compensation Table Total ($)(a) |
| |
Minus
Change in Accumulated Benefits Under Defined Benefit and Actuarial Pension Plans ($)(b) |
| |
Plus
Service Costs Under Defined Benefit and Actuarial Pension Plans ($)(c) |
| |
Minus
Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year ($)(d) |
| |
Plus
Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year ($)(e) |
| |
Plus / (Minus)
Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years ($)(f) |
| |
Plus
Fair Value at Vesting of Stock Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year ($)(g) |
| |
Plus / (Minus)
Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($)(h) |
| |
Minus
Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($)(i) |
| |
Equals
Compensation Actually Paid ($) |
| ||||||||||||||||||||||||||||||
|
PEO1
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
2024
|
| | | | 2,848,671 | | | | | | - | | | | | | - | | | | | | (1,649,680) | | | | | | 1,908,974 | | | | | | 501,517 | | | | | | - | | | | | | 161,446 | | | | | | - | | | | | | 3,770,929 | | |
|
2023
|
| | | | 5,560,371 | | | | | | - | | | | | | - | | | | | | (4,734,661) | | | | | | 2,512,932 | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | 3,338,642 | | |
|
2022
|
| | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | |
|
PEO2
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
2024
|
| | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | |
|
2023
|
| | | | 5,965,363 | | | | | | - | | | | | | - | | | | | | (4,262,918) | | | | | | - | | | | | | - | | | | | | - | | | | | | 7,018 | | | | | | (625,294) | | | | | | 1,084,169 | | |
|
2022
|
| | | | 1,934,847 | | | | | | - | | | | | | - | | | | | | (1,436,876) | | | | | | 339,898 | | | | | | (3,751,550) | | | | | | - | | | | | | (797,730) | | | | | | - | | | | | | (3,711,412) | | |
|
PEO3
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
2024
|
| | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | |
|
2023
|
| | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | |
|
2022
|
| | | | 3,214,558 | | | | | | - | | | | | | - | | | | | | (2,873,579) | | | | | | 679,798 | | | | | | (1,406,831) | | | | | | - | | | | | | (299,149) | | | | | | - | | | | | | (685,383) | | |
|
Other NEOs(j)
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
2024
|
| | | | 3,055,389 | | | | | | - | | | | | | - | | | | | | (2,359,492) | | | | | | 2,639,304 | | | | | | 80,575 | | | | | | - | | | | | | 37,010 | | | | | | - | | | | | | 3,452,786 | | |
|
2023
|
| | | | 2,106,508 | | | | | | - | | | | | | - | | | | | | (1,502,206) | | | | | | 566,173 | | | | | | (269,516) | | | | | | - | | | | | | (55,598) | | | | | | - | | | | | | 845,359 | | |
|
2022
|
| | | | 1,968,670 | | | | | | - | | | | | | - | | | | | | (1,452,367) | | | | | | 319,193 | | | | | | (2,541,446) | | | | | | 101,978 | | | | | | (618,203) | | | | | | - | | | | | | (2,222,175) | | |
|
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|
|
|
Plan Category
|
| |
Number of Securities
to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) |
| |
Weighted-Average
Exercise Price of Outstanding Options, Warrants and Rights (b) |
| |
Number of Securities
Remaining Available for Future Issuances Under Equity Compensation Plans Excluding Securities Reflected in Column (a)(1) (c) |
| |||||||||
|
Equity compensation plans approved by security holders(2)
|
| | | | 28,416,138 | | | | | $ | 2.43 | | | | | | 44,226,462(3) | | |
|
Equity compensation plans not approved by security holders
|
| | | | - | | | | | | - | | | | | | - | | |
|
Total
|
| | | | 28,416,138 | | | | | $ | 2.43 | | | | | | 44,226,462(3) | | |
|
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Name of Beneficial Owner
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Number of Shares
Beneficially Owned |
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Percentage of Shares
Beneficially Owned |
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| Greater than Five Percent Holders | | | | | | | | | | | | | |
| Pierre Lapeyre, Jr.(1) | | | | | 17,553,282 | | | | | | 9.3% | | |
| David Leuschen(2) | | | | | 17,430,682 | | | | | | 9.2% | | |
| Ford Motor Company(3) | | | | | 11,632,901 | | | | | | 6.4% | | |
| BlackRock, Inc.(4) | | | | | 10,654,812 | | | | | | 5.8% | | |
| BMW Holding B.V.(5) | | | | | 10,488,518 | | | | | | 5.8% | | |
| Directors and Named Executive Officers | | | | | | | | | | | | | |
| Erik Anderson(6) | | | | | 329,179 | | | | | | * | | |
| Kaled Awada(7) | | | | | 153,241 | | | | | | * | | |
| Rainer Feurer | | | | | - | | | | | | - | | |
| Steven Goldberg(8) | | | | | 1,050,985 | | | | | | * | | |
| Susan Kreh(9) | | | | | 153,241 | | | | | | * | | |
| Aleksandra Miziolek(10) | | | | | 178,121 | | | | | | * | | |
| Lesa Roe(11) | | | | | 149,241 | | | | | | * | | |
| John Stephens(12) | | | | | 839,104 | | | | | | * | | |
| John Van Scoter(13) | | | | | 1,693,945 | | | | | | * | | |
| MaryAnn Wright(14) | | | | | 168,789 | | | | | | * | | |
| Linda Heller | | | | | - | | | | | | - | | |
| Derek Johnson(15) | | | | | 2,241,568 | | | | | | 1.2% | | |
| All Current Directors and Executive Officers as a Group (13 individuals)(16) | | | | | 9,389,891 | | | | | | 4.9% | | |
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Year Ended December 31,
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(amounts in thousands)
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2024
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2023
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| Audit Fees(1) | | | | $ | 645 | | | | | $ | 645 | | |
| Audit-Related Fees(2) | | | | $ | 408 | | | | | $ | 280 | | |
| Tax Fees | | | | | - | | | | | | - | | |
| Total Fees | | | | $ | 1,053 | | | | | $ | 925 | | |
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✓
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OUR BOARD AND THE AUDIT COMMITTEE UNANIMOUSLY RECOMMEND A VOTE "FOR" THE RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
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OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL, BY A NON-BINDING ADVISORY VOTE, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
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Proposals
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Board's
Recommendation |
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Voting Standard
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Effect of Abstentions and
Broker Non-Votes |
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1
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Election of the four nominees named in this proxy statement as Class I directors
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FOREACH DIRECTOR
NOMINEE |
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Plurality of the shares present in person or represented by proxy and entitled to vote thereon.
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Abstentions and broker non-votes have no effect on the proposal.
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2
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Ratification of Deloitte & Touche LLP as independent registered public accounting firm
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FOR
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Majority of votes cast.
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Abstentions have no effect on the proposal. No broker non-votes are expected on the proposal.
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3
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Advisory approval of named executive officer compensation
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FOR
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Majority of votes cast.
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Abstentions and broker non-votes have no effect on the proposal.
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