UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction | (Commission | (IRS Employer |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 12, 2022, Lordstown Motors Corp. (the “Company”) announced changes to its management team, including certain executive officer positions.
Effective July 12, 2022, the Board of Directors (the “Board”) appointed the Company’s current Chairman of the Board and Chief Executive Officer, Daniel A. Ninivaggi, to serve as the Executive Chair of the Board, and Edward T. Hightower, the Company’s current President, to serve as Chief Executive Officer and President. In addition, the Board increased the size of the Board from eight to nine members and appointed Mr. Hightower as a Class III director of the Board, with a term ending at the annual meeting of stockholders in 2023.
In addition, Dr. Donna Bell joined the Company as its Executive Vice President – Product Creation, Engineering and Supply Chain effective as of July 11, 2022.
Mr. Ninivaggi, age 58, has served as the Company’s Chief Executive Officer since August 2021 and Chairman of the Board since May 2022. He has served as Chairman of Garrett Motion Inc. since April 2021 and served as an independent consultant from September 2019 to August 2021. Mr. Ninivaggi served as Chief Executive Officer of Icahn Automotive Group, LLC (“Icahn Automotive”) and Managing Director of Icahn Enterprises L.P. (“IEP”) - Automotive Segment from March 2017 through August 2019. IEP is a publicly traded diversified holding company and Icahn Automotive is a wholly-owned subsidiary of IEP. Prior to that, from February 2014 until March 2017, Mr. Ninivaggi served as Co-Chairman (from May 2015) and Co-CEO of Federal-Mogul Holdings Corp., an $8 billion automotive supplier (subsequently acquired by Tenneco, a publicly traded component supplier to automotive, commercial vehicle and industrial original equipment manufacturers and the independent automotive aftermarket). Mr. Ninivaggi was President and Chief Executive Officer of IEP between 2010 and 2014, at which time IEP operated through ten diverse operating segments. Mr. Ninivaggi has served as the Chairman of Garrett Motion Inc., a publicly traded manufacturer of turbochargers and electro-boosting technologies for vehicle manufacturers, since April 2021 and has served as a director of numerous other public and private companies, including: Hertz Global Holdings, Inc., a publicly traded car rental company (from September 2014 to June 2021); Metalsa S.A., a privately held manufacturer of frames and other structural components for automotive and commercial vehicles (Advisory Board); Navistar International Corporation, a publicly traded manufacturer of trucks, buses and engines (from August 2017 to October 2018); Icahn Enterprises G.P. Inc., the general partner of IEP (from 2012 to 2015); CVR Energy, Inc., a publicly traded independent petroleum refiner and marketer of high value transportation fuels (from 2012 to 2014); CVR GP, LLC, the general partner of CVR Partners LP, a publicly traded nitrogen fertilizer company (from 2012 to 2014); XO Holdings, a privately held telecommunications company affiliated with IEP (from 2010 to 2014); Tropicana Entertainment Inc., a publicly traded company primarily engaged in the business of owning and operating casinos and resorts (from 2011 to 2015); Motorola Mobility Holdings Inc., a publicly traded mobile phone and electronics manufacturer (from 2010 to 2011); and CIT Group, Inc., a publicly traded bank holding company (from 2009 to 2011). Prior to joining IEP, Mr. Ninivaggi spent six years at Lear Corporation, a publicly traded Tier 1 automotive supplier specializing, at the time, in seating systems, interior components and systems as well as electrical and electronic distribution systems and components. Mr. Ninivaggi began his career at the law firm of Skadden, Arps, Slate, Meagher & Flom LLP before joining Winston & Strawn LLP, where he became partner. He holds a Bachelor of Arts degree from Columbia University, an MBA from the University of Chicago Graduate School of Business, and a Juris Doctor degree (with distinction) from Stanford Law School.
Mr. Hightower, age 57, has served as the President of the Company since November 2021. Prior to joining the Company, Mr. Hightower served as the Managing director of Motoring Ventures LLC, a global investment and consulting firm for automotive and manufacturing businesses that Mr. Hightower founded (“Motoring Ventures”), from 2016 to November 2021. At Motoring Ventures, Mr. Hightower advised vehicle and other manufacturing companies, including the Company, on operations, product launches, production, supply chain issues, mergers and acquisitions and a range of other matters. From 2013 to 2016, Mr. Hightower served as Vehicle Line Executive / Executive Chief Engineer — Global Crossovers for General Motors Company, a publicly traded automobile manufacturer. Mr. Hightower has also served in related roles at Ford Motor Company, a publicly traded automobile manufacturer, and BMW of North America, Inc., and has more than 30 years of experience in his field. Mr. Hightower has served as a director and member of the audit committee of Tritium DCFC Limited, a publicly traded developer of DC fast chargers for electric vehicles, since January 2022, and previously served as a board member of the Michigan Council — Boy Scouts of America, a non-profit organization dedicated to youth leadership training, from December 2018 to November 2021. The Board believes that Mr.
Hightower is well qualified to serve as a director due to his extensive experience with operations and management in the automotive industry.
Dr. Donna L. Bell, 55, has almost 30 years of automotive hands-on leadership experience in engineering, product development, purchasing, quality, mobility and autonomous vehicle strategy, and research. Prior to joining the Company, Dr. Bell has served in various roles at Ford Motor Company, a publicly traded automobile manufacturer (“Ford”), since 1993, including as Vice President Brand Management and Marketing, Ford Credit from January 2022 to June 2022, Director, Autonomous Vehicle and Mobility Strategy from November 2020 to January 2022, Global Director, Technology & Features Strategy and Planning from May 2019 to November 2020, CTO Chief of Staff – Research and Advanced Engineering from September 2018 to May 2019, and Director, Research Operations Palo Alto Innovation Center from May 2017 to September 2018. Her work in the development of new technology, including electronic modules and vehicle systems led to her receiving multiple patents. Dr. Bell has also been involved in creating educational programs for students in science, technology, engineering, and mathematics (STEM) and she has held multiple leadership positions in professional organizations including the National Society of Black Engineers, Society of Women Engineers, and Ford’s first employee resource group, FAAN (Ford African Ancestry Network). Dr. Bell currently sits on the Lawrence Technological University Board of Trustees, Wayne State’s College of Engineering Board of Visitors, Torch of Wisdom Foundation board of directors, and she serves as the co-chair for Governor Whitmer’s Black Leadership Advisory Council. She holds a bachelor’s degree in electrical engineering from Lawrence Technological University, two master’s degrees (Electronics and Computer Systems and Engineering Management) and a Ph.D. from Wayne State University’s School of Engineering.
In connection with Mr. Hightower’s appointment, on July 12, 2022, the Company entered into an amended and restated employment agreement with Mr. Hightower (“Amended Hightower Agreement”) to reflect his new position, an increased base salary of $675,000 and an annual bonus at a target equal to 105% of his actual base salary for the fiscal year ending December 31, 2022 and, for each fiscal year thereafter, an annual bonus at a target equal to 110% of his annual base salary.
In addition, Jane Ritson-Parsons will cease serving as the Chief Commercial Officer of the Company, effective July 11, 2022, and as an employee of the Company on August 26, 2022. She will continue to advise the Company as a consultant until February 24, 2023 (the “Consulting Period”). In connection with this transition, the Company and Ms. Ritson-Parsons entered into a Transition and Consulting Agreement (the “Transition Agreement”), which replaces her Employment Agreement, dated as of June 18, 2021 and provides for continued base salary payments for her remaining employment period, and, subject to execution of a customary release following conclusion of her employment, twelve months of continued health-related employee insurance coverage as in effect immediately prior to termination of employment, continued opportunity for vesting of outstanding restricted stock unit (“RSU”) awards through December 31, 2022, a monthly consulting fee of $33,333.33 for the Consulting Period and a two-year non-solicitation and non-competition period following the end of her employment.
The foregoing descriptions do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Amended Hightower Agreement and Transition Agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference. A copy of the press release the Company issued regarding the changes to the executive management team is also attached hereto as Exhibit 99.1.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
| Description |
10.1 | Amended and Restated Employment Agreement, dated July 12, 2022, between Lordstown Motors Corp. and Edward T. Hightower, amending Employment Agreement dated November 9, 2021 | |
10.2 | Transition and Consulting Agreement, dated July 11, 2022, between Lordstown Motors Corp. | |
99.1 | ||
104 | Cover Page Interactive Data File (formatted as inline XBRL) |
Exhibit 10.1
Amended and Restated Employment Agreement
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), made and entered into as of July 12, 2022 (the “Effective Date”), is by and between Lordstown Motors Corp., a Delaware corporation (“Company”), and Edward T. Hightower (“Executive”). Certain capitalized terms shall have the meaning given to them in Section 7 below.
WHEREAS, Company and the Executive are parties to the Employment Agreement dated November 9, 2021 (the “Original Agreement”); and
WHEREAS, Company and Executive desire to enter into an amended and restated employment agreement on the terms and conditions set forth herein;
WHEREAS, Company considers Executive a “key executive” and agrees to provide Executive the significant consideration described in this Agreement as and for Company’s retention of Executive; and
WHEREAS, Company and Executive desire to enter into this Agreement as of the Effective Date and this Agreement shall supersede all prior employment terms and conditions, whether or not in writing.
NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby covenant and agree as follows:
Indemnification; D&O coverage. At all times during the Employment Period, (i) Executive shall be eligible for indemnification (including the advancement of attorneys’ fees) pursuant to Company’s bylaws to the fullest extent of the law, and (ii) Executive shall be covered by Company’s directors’ and officers’ insurance policy (the “D&O Insurance Policy”) with Side A and Side B limits that are available on commercially reasonable terms.
Other Entities. Executive acknowledges and agrees that he shall not be separately compensated for his provision of services to the Subsidiaries, MIH EV Design LLC and other entities in which the Company or a Subsidiary has an interest or for holding an office in any such entity.
Notwithstanding anything to the contrary in this Agreement or otherwise, nothing shall limit Executive’s rights under applicable law to provide truthful information to any governmental entity or to file a charge with or participate in an investigation conducted by any governmental entity. Notwithstanding the foregoing, Executive agrees to waive Executive’s right to recover monetary damages in connection with any charge, complaint or lawsuit filed by Executive or anyone else on Executive’s behalf (whether involving a governmental entity or not); provided that Executive is not agreeing to waive, and this Agreement shall not be read as requiring Executive to waive, any right Executive may have to receive an award for information provided to any governmental entity. Executive is hereby notified that the immunity provisions in Section 1833 of title 18 of the United States Code provide that an individual cannot be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to federal, state or local government officials, either directly or indirectly, or to an attorney, and is solely for the purpose of reporting or investigating a suspected violation of the law, (2) under seal in a complaint or other document filed in a lawsuit or other proceeding, or (3) to Executive’s attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to court order.
“Affiliate” shall mean each individual, company, corporation, partnership, limited liability company, joint venture or other business entity, which is, directly or indirectly, controlled by, controls, or is under common control with, Company, where “control” means (i) the ownership of a majority of the voting securities or other voting interests or other equity interests of any company, corporation, partnership, limited liability company, joint venture or other business entity, or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such company, corporation, partnership, limited liability company, joint venture or other business entity.
“Agreement” shall have the meaning set forth in the preamble.
“Annual Base Salary” shall have the meaning set forth in Section 3(a).
“Annual Bonus” shall mean the annual bonus for the fiscal year ending December 31, 2022 or for any subsequent fiscal year, as applicable, as described in Section 3(b).
“Board of Directors” shall have the meaning set forth in Section 3(b).
“Cause” shall mean the Board of Directors’ determination in good faith that Executive has:
(i)disregarded or refused to substantially perform his duties and obligations to Company as required by this Agreement and the Board of Directors (other than any such failure resulting from his Disability or Executive’s termination of his employment with Company for any reason);
(ii)breached a fiduciary responsibility to Company in any material respect;
(iii)commission of an act of fraud, embezzlement or other misappropriation of funds;
(iv)breached any confidentiality or proprietary information agreement in any material respect between Executive and Company;
(v)acted with gross negligence or willful misconduct when undertaking Executive’s duties;
(vi)breached this Agreement;
(vii)Executive’s excessive and unreasonable absences from Executive’s duties for any reason (other than authorized leave or leave required by law or as a result of Executive’s Disability); or
(viii)Executive’s indictment for, conviction of, or plea of guilty or nolo contendere to, (A) a felony, (B) a misdemeanor (other than traffic or motor vehicle violations), or (C) any other act, omission or event that, in any such case, has caused or is likely to cause economic harm to Company, a Subsidiary, MIH EV Design LLC, or any other entity in which Company or a Subsidiary has an interest or the image, reputation and/or goodwill of Company, a Subsidiary, MIH EV Design LLC, or any other entity in which Company or a Subsidiary has an interest or that Company in good faith believes is reasonably likely to cause material harm to the image, reputation and/or goodwill of Company, a Subsidiary, MIH EV Design LLC, or any other entity in which Company or a Subsidiary has an interest, their respective products, services and/or trade/service marks;
Notwithstanding the foregoing, prior to Company’s termination of Executive for Cause above, Company shall give Executive written notice specifying in reasonable detail the existence of any condition and Executive shall have 30 days from the date of Executive’s receipt of such notice in which to cure the condition giving rise to Cause (if curable).
“CEO and President” shall have the meaning set forth in Section 1.
“Chairman” shall have the meaning set forth in Section 2.
“Change of Control” means:
(i)one Person (or more than one Person acting as a group) acquires ownership of stock of Company that, together with the stock held by such person or group, constitutes more than 35% of the total fair market value or total voting power of the stock of Company; provided, that, a Change in Control shall not occur if any Person (or more than one Person acting as a group) owns more than 50% of the total fair market value or total voting power of Company’s stock and acquires additional stock;
(ii)a majority of the members of the Board of Directors are replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the Board of Directors before the date of appointment or election; or
(iii)one Person (or more than one person acting as a group), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition) assets from Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of Company immediately before such acquisition(s).
A transaction shall not constitute a Change in Control if: (a) its sole purpose is to change the state of Company’s incorporation; or (b) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held Company’s securities immediately before such transaction.
“Code” shall have the meaning set forth in Section 4(d).
“Company” shall have the meaning set forth in the preamble.
“Company Business” shall mean the business of developing, designing and manufacturing battery-electric vehicles under 10,001 GVW for the United States market.
“Confidential Information” shall have the meaning set forth in Section 5(a).
“D&O Insurance Policy” shall have the meaning set forth in Section 3(g).
“Disability” shall mean that Executive is unable to effectively perform the essential functions of his job by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for not less than 90 consecutive days or 125 non-consecutive days, in either case during any 12-month period (unless a longer period is required under applicable law, then during such longer period), and in any case as determined in good faith by an independent doctor selected in good faith by the Board of Directors and mutually acceptable to Executive.
“Effective Date” shall have the meaning set forth in the preamble.
“Executive” shall have the meaning set forth in the preamble.
“Employment Period” shall have the meaning set forth in Section 1.
“Good Reason” is defined as the occurrence of any of the following: (i) a breach of this Agreement by Company (including without limitation any of the indemnification provisions); (ii) a material reduction in Executive’s Annual Base Salary or Annual Bonus, (iii) a material change in the geographic location where Executive must perform services; or (iv) Executive has a material reduction in position, status, duties or responsibilities, or is assigned duties materially inconsistent with his position (including without limitation if Executive ceases to be the President of a public company which is the ultimate parent of the Company). If Executive wishes to terminate his employment for Good Reason, he shall first give Company 30 days’ prior written notice of the circumstances constituting Good Reason and an opportunity to cure, and such notice must be given to Company within 30 days of Executive initially becoming aware of such circumstances.
“Inventions and Innovations” shall have the meaning set forth in Section 6.
“MIH EV Design LLC” means MIH EV Design LLC, a Delaware limited liability company.
“Minimum Payments” shall mean, as applicable, the following amounts:
(i)Executive’s earned but unpaid Annual Base Salary for the period ending on the Termination Date, with such payments to be made in accordance with Section 3(a);
(ii)Executive’s accrued but unpaid vacation days for the period ending on the Termination Date; and
(iii)Executive’s unreimbursed business expenses and all other items earned and owed to Executive through and including, the Termination Date.
“Person” shall mean any individual, sole proprietorship, partnership, joint venture, trust, unincorporated association, corporation, limited liability company, entity or governmental entity (whether federal, state, county, city or otherwise and including any instrumentality, division, agency or department thereof).
“Restricted Period” shall have the meaning set forth in Section 5(c).
“Subsidiary” shall mean, with respect to any Person, any corporation, partnership, limited liability company, association or business entity of which: (i) if a corporation, a majority of the total voting power of shares of stock entitled (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (ii) if a partnership, limited liability company, association or other business entity, either (A) a majority of partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof or (B) that Person is a general partner, managing member, manager or managing director of such partnership, limited liability company, or other business entity. For purposes hereof and unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of Company.
“Termination Date” shall mean the date of termination of Executive’s employment as determined in accordance with Section 4.
If to Company to:
Lordstown Motors Corp.
2300 Hallock Young Road, S.W.
Lordstown, OH 44481
Attention: General Counsel
If to Executive, to: The address on file with the Company’s Human Resources department or to such other address as either party may furnish to the other in writing, except that notices of changes of address shall be effective only upon receipt.
[Signature page follows.]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
COMPANY:
LORDSTOWN MOTORS CORP.
EXECUTIVE:
/s/ Edward T. Hightower
Edward T. Hightower
Exhibit 10.2
TRANSITION AND CONSULTING AGREEMENT
THIS TRANSITION AND CONSULTING AGREEMENT (this “Agreement”), made and entered into as of July 11, 2022 (the “Effective Date”), is by and between Lordstown Motors Corp., a Delaware corporation (“Company”), and Jane Ritson-Parsons (“JRP”). Certain capitalized terms shall have the meaning given to them in Section 7 below.
WHEREAS, JRP and Company previously entered into an Employment Agreement, dated as of June 18, 2021 (the “Original Employment Agreement”);
WHEREAS, JRP will cease to serve in an executive officer capacity for Company or any of its Subsidiaries as of July 11, 2022, and will be resigning as an employee of Company at the close of business on August 26, 2022 (the “Employment End Date”);
WHEREAS, from August 27, 2022 until February 24, 2023, JRP will be retained by Company as a consultant to Company either directly or, at JRP’s election, indirectly through the Consulting Company, during which time JRP will provide services as may be requested from time to time by the Chairman or the Chief Executive Officer of Company;
WHEREAS, as partial consideration for JRP’s agreement set forth in this Agreement, Company is willing to accelerate the vesting of certain equity interests in Company held by JRP, subject to certain conditions provided herein; and
WHEREAS, Company and JRP agree that this Agreement shall supersede all prior employment terms and conditions (including, without limitation, the Original Employment Agreement), whether or not in writing.
NOW, THEREFORE, in consideration of the promises and of the covenants and agreements hereinafter contained, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties covenant and agree as follows:
(i) Base Salary. Company shall pay to JRP a base salary in an amount equivalent to $400,000 per annum (the “Annual Base Salary”), payable in equal periodic installments less all customary payroll deductions (with such annual salary for any part of a month to be paid on a pro-rated basis), in accordance with customary policies and normal payroll practices of Company.
(ii) Benefits. During the Employment Period, JRP and JRP’s dependents, as the case may be, shall be eligible to participate in all Employee plans and programs as in effect from time to time thereof generally available to other Employees of Company and subject to the terms and conditions thereof, including a 401(k) Plan, medical and dental, and disability benefits. Notwithstanding the foregoing, Company shall be permitted to amend, add to or eliminate the benefit plans at any time and at Company’s sole discretion.
(iii) Expense Reimbursement. JRP shall be reimbursed by Company, on terms and conditions that are substantially similar to those that apply to other similarly situated Company employees, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are actually incurred by JRP in connection with the Company Business, provided that JRP complies with the policies, practices and procedures of Company for incurring expenses and submitting expense reports, receipts, or similar documentation of any such expenses.
4. | Term and Termination. |
5. | Restrictive Covenants. |
Notwithstanding anything to the contrary in this Agreement or otherwise, nothing shall limit JRP’s rights under applicable law to provide truthful information to any governmental entity or to file a charge with or participate in an investigation conducted by any governmental entity. JRP is hereby notified that the immunity provisions in Section 1833 of title 18 of the United States Code provide that an individual cannot be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to federal, state or local government officials, either directly or indirectly, or to an attorney, and is solely for the purpose of reporting or investigating a suspected violation of the law, (2) under seal in a complaint or other document filed in a lawsuit or other proceeding, or (3) to JRP’s attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to court order.
(ii) solicit orders from or seek or propose to do business with any customer or supplier of the business relating to the Company Business; or (iii) influence or attempt to influence any customer, supplier, employee, contractor, representative or advisor of the Company Business to curtail, terminate or refrain from maintaining its, her or her relationship with Company or any of its Subsidiaries.
“Affiliate” shall mean each individual, company, corporation, partnership, limited liability company, joint venture or other business entity, which is, directly or indirectly, controlled by, controls, or is under common control with, Company, where “control” means (i) the ownership of a majority of the voting securities or other voting interests or other equity interests of any company, corporation, partnership, limited liability company, joint venture or other business entity, or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such company, corporation, partnership, limited liability company, joint venture or other business entity.
“Agreement” shall have the meaning set forth in the preamble. “Annual Base Salary” shall have the meaning set forth in Section 3(a). “Board of Directors” shall mean Company’s board of directors.
“Cause” shall mean the Board of Directors’ determination in good faith that
JRP has:
Notwithstanding the foregoing, prior to Company’s termination of this Agreement for Cause under clauses (i) or (vi) above, Company shall give JRP written notice specifying in reasonable detail the existence of any condition and JRP shall have 7 days from the date of JRP’s receipt of such notice in which to cure the condition giving rise to Cause.
“CEO” shall have the meaning set forth in Section 2.
“Chairman” shall have the meaning set forth in Section 2.
“COBRA” shall mean the Consolidated Budget Reconciliation Act of 1985, as amended.
“Code” shall mean the Internal Revenue Code of 1986, as amended. “Company” shall have the meaning set forth in the preamble.
“Company Business” shall mean the business in which Company is engaged including, but not limited to, developing, designing and manufacturing battery-electric vehicles under 10,001 GVW, and related products and services.
“Confidential Information” shall have the meaning set forth in Section 5(a).
“Consulting Company” shall mean The JRP Company, LLC, a Rhode Island limited liability company.
“Consulting Period” shall have the meaning set forth in Section 1.
“Customer Ship Date” shall mean the date when the Endurance is in a production state, taking into account all safety and other legal requirements and certifications, that allows it to be shipped to customers.
“Damages” shall have the meaning set forth in Section 3(f).
“Disability” shall mean that JRP is unable to effectively perform her obligations under this Agreement by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for not less than 90 consecutive days or
125 non-consecutive days, in either case during any 12-month period, and in any case as determined in good faith by an independent doctor selected in good faith by the Board of Directors and mutually acceptable to JRP.
“Effective Date” shall have the meaning set forth in the preamble.
“Employment End Date” shall mean July 31, 2022.
“Employment Period” shall have the meaning set forth in Section 1.
“Inventions and Innovations” shall have the meaning set forth in Section 6. “JRP” shall have the meaning set forth in the preamble.
“Minimum Payments” shall mean, as applicable, the following amounts:
“Original Employment Agreement” shall have the meaning set forth in the preamble.
“Person” shall mean any individual, sole proprietorship, partnership, joint venture, trust, unincorporated association, corporation, limited liability company, entity or governmental entity (whether federal, state, county, city or otherwise and including any instrumentality, division, agency or department thereof).
“Release” shall have the meaning set forth in Section 3(c).
“Restricted Period” shall have the meaning set forth in Section 5(c).
“Subsidiary” shall mean, with respect to any Person, any corporation, partnership, limited liability company, association or business entity of which: (i) if a corporation, a majority of the total voting power of shares of stock entitled (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (ii) if a partnership, limited liability company, association or other business entity, either (A) a majority of partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof or (B) that Person is a general partner, managing member, manager or managing director of such partnership, limited liability company, or other business entity. For purposes hereof and unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of Company.
“Surviving RSUs” shall have the meaning set forth in Section 3(c).
If to Company to: Lordstown Motors Corp.
2300 Hallock Young Road, S.W. Lordstown, OH 44481 Attention: General Counsel
If to JRP, to:
Jane Ritson-Parsons
with a copy to:
Rachelle R. Green, Esq.
Cervenka Green & Ducharme, LLC 235 Promenade Street, Suite 475
Providence, RI 02908 (rgreen@cgdesq.com)
or to such other address as either party may furnish to the other in writing, except that notices of changes of address shall be effective only upon receipt.
[Signature page follows.]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
COMPANY:
LORDSTOWN MOTORS CORP.
By: /s/ Edward T. Hightower Name: Edward T. Hightower Title: President
JRP: /s/ Jane Ritson-Parsons
Jane Ritson-Parsons
Exhibit 99.1
LORDSTOWN, Ohio, July 12, 2022 – Lordstown Motors Corp. (Nasdaq: RIDE), ("Lordstown Motors” or “LMC”), an original equipment manufacturer (OEM) of electric vehicles focused on the commercial fleet market, today announced several key executive appointments that further strengthen the company’s senior leadership team.
● | Daniel A. Ninivaggi was elected to serve as Executive Chairman of the Board of Lordstown Motors. In this role, Dan will focus on corporate strategy, strategic partnerships and capital raising. |
● | Edward T. Hightower, the company’s President, has been elected to the additional role of Chief Executive Officer, effective immediately. Edward will also continue to serve as CEO of MIH EV Design LLC, LMC’s product development joint venture with Foxconn. He has also been elected to the Board of Directors of Lordstown Motors. |
● | Dr. Donna Bell, a former Ford Motor Company executive with almost 30 years of automotive product development and technology innovation leadership experience, has been appointed Executive Vice President, Product Creation, Engineering and Supply Chain, effective immediately. |
● | Andrew Reyntjes, a 30-year veteran of the automotive and commercial fleet industry, was appointed Senior Vice President, Sales, Service and Marketing, effective June 29. |
● | Jill Coniglio-Kirk was appointed Vice President of People & Culture, effective June 20. Jill has more than 20 years of experience in automotive human resources roles and building out early-stage organizations. |
● | Jane Ritson-Parsons will be transitioning out of the role of Chief Commercial Officer and become an advisor to the company. |
“Since joining Lordstown Motors, recruiting an experienced and talented management team has been a key priority. With the recent closing of the Foxconn transactions and the launch of our new Foxconn joint venture, Lordstown Motors has shifted to a more engineering and product development focused OEM. With over 30 years of automotive experience and having made significant contributions to the Endurance launch preparation and Foxconn transactions, Edward is the perfect person to lead the company and launch our product development efforts with Foxconn. As Executive Chairman, I will continue to focus on strategic and financial matters, working closely with Edward and CFO Adam Kroll,” said Daniel Ninivaggi, LMC’s Executive Chairman. “As the Endurance gets closer to production and we select partners for our first joint venture vehicle, our
commercial strategy will also be critical. Andrew will accelerate the development of our commercial fleet partnerships,” Ninivaggi continued. “Finally, we are in an industry with emerging technologies and the need for constant innovation. Jill will be a key member of our senior management team, with a particular focus on recruiting and developing the best EV engineering talent.”
“We now have a focused leadership team with vast experience in developing, launching and commercializing vehicles,” said Hightower. “I’ve just returned from two weeks in Taiwan meeting with Foxconn and exploring our joint product development opportunities. I look forward to strengthening our partnership and confirming our first vehicle program over the next several months. The LMC team also remains laser focused on launching the Endurance this quarter, with commercial deliveries expected in the fourth quarter.”
Dr. Donna Bell comes to Lordstown as Executive Vice President, Product Creation, Engineering and Supply Chain with almost 30 years of hands-on leadership experience in engineering, product development, purchasing, quality, mobility and autonomous vehicle strategy, and research. Her work in the development of electronic modules and infotainment systems led to her receiving multiple patents. Bell also served as research operations director at Ford’s Palo Alto Innovation Labs. She holds two master’s degrees and a Ph.D. from Wayne State University’s School of Engineering and a bachelor’s degree in electrical engineering from Lawrence Technological University.
“The excitement of a startup appeals to me,” said Bell. “Lordstown, and its partner, Foxconn, have the potential to reinvent how vehicles are developed and manufactured. It is the ultimate challenge.”
“Along with our intense focus on the Endurance launch, we are actively working to plan and develop additional vehicles and mobility solutions for our commercial fleet customers. Dr. Bell’s extensive experience in the high-quality execution of vehicle programs, technologies, and innovations will make her an excellent addition to our team. As EV performance attributes and features are becoming more defined and driven by software, Donna’s leadership and track record will build on the strengths of the Lordstown Motors team and play a key role driving the success of the joint venture,” said Hightower.
Andrew Reyntjes joins Lordstown Motors as Senior Vice President of Commercial Sales, Service and Marketing. He is experienced in US and international markets and multiple industries outside automotive. He most recently worked in sales leadership positions at LEER Group, a business unit of J.B Poindexter & Co., a leading provider of vans, truck bodies, vehicle storage systems and accessories to the commercial vehicle market. Prior to his position as director of fleet and commercial sales at LEER Group, he spent more than 15 years in various roles within the fleet industry including WABCO and at General Motors in Fleet & Commercial Operations as well as numerous other positions and functions.
“Lordstown Motors is focused on meeting the needs of our commercial fleet customers. Andrew has lived and breathed the commercial fleet market from every aspect. His leadership and
enthusiasm will help to ensure that our vehicles and solutions deliver on the work-focused needs and expectations of our customers and create value for the company,” said Edward Hightower.
A seasoned human resource professional with two decades of HR leadership experience at global Tier 1 automotive suppliers, Jill Coniglio-Kirk recently joined LMC as Vice President of People & Culture. Jill has a proven track record of developing cultures that reward, promote, and drive high performance. Prior to joining Lordstown, she was Vice President of Human Resources for Veoneer, Inc., a world leader in automotive safety. Previously, Jill served in a variety of management positions at Autoliv, Inc.
Jane Ritson-Parsons joined Lordstown more than a year ago and greatly contributed to the transition to the new leadership team, the development of our commercial strategy and the execution of the Foxconn transactions. She will be transitioning out of her formal role as Chief Commercial Officer and become an advisor to LMC. Daniel Ninivaggi commented, “Jane’s leadership in several of our functions was instrumental to the progress we have made over the past year. I thank her for her many contributions to the company and look forward to her support as an advisor.”
About Lordstown Motors Corp.
Lordstown Motors is an electric vehicle (EV) innovator with a mission to develop high-quality, light duty commercial fleet vehicles, with the Endurance all electric pick-up truck as its first vehicle being launched in the Lordstown, Ohio facility. Lordstown Motors is also the primary development partner with Foxconn for MIH based vehicles in North America through its recently established joint venture. Lordstown Motors has corporate, engineering, and research and development facilities in Lordstown, Ohio, Farmington Hills, Mich. and Irvine, Calif. For additional information, visit http://www.lordstownmotors.com/.
This release includes forward looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as "feel," "believe," "expects," "estimates," "projects," "intends," "should," "is to be," or the negative of such terms, or other comparable terminology. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors, including, but not limited to: the need to raise substantial additional capital to execute our business plan, achieve our production targets for the Endurance in 2022 and beyond, achieve scaled production of the Endurance, to continue ongoing operations and remain a going concern, and our ability to raise such funding on a reasonable timeline and with suitable terms; the cost and other impacts of litigation, regulatory proceedings, investigations, stockholder letters and claims and availability of insurance coverage and/or adverse publicity with respect to these matters, which may have a material adverse effect, whether or not successful or valid, on our liquidity position, business prospects and ability to obtain financing; our limited operating history
and our ability to execute our business plan, including through our relationship with Foxconn; our ability to raise sufficient capital in order to invest in the tooling that we expect will enable us to eventually lower the Endurance bill of materials cost, continue design enhancements of the Endurance and fund any future vehicles we may develop; the rollout of our business and the timing of expected business milestones, including our ability to complete the engineering of the Endurance and Foxconn’s completion of the conversion and retooling of the Lordstown facility, to establish and maintain appropriate supplier relationships, to successfully complete testing, homologation and certification, and to start production and delivery of the Endurance in accordance with our projected timeline; our ability to successfully identify and implement actions that will lower the Endurance bill of materials cost; supply chain disruptions, inflation and the potential inability to source essential components and raw materials, including on a timely basis or at acceptable cost, and their consequences on testing, production, sales and other activities; our ability to obtain binding purchase orders and build customer relationships; the risk that our technology, including our hub motors, does not perform as expected and our overall ability to deliver on the expectations of customers with respect to the pricing, performance, quality, reliability, safety and efficiency of the Endurance and to provide the levels of service and support that they will require; our ability to conduct business using a direct sales model, rather than through a dealer network used by most other OEMs; the effects of competition on our ability to market and sell vehicles; our inability to retain key personnel and to hire additional personnel; the ability to protect our intellectual property rights; the failure to obtain required regulatory approvals; changes in laws or regulatory requirements or new or different interpretations of existing law; changes in governmental incentives and fuel and energy prices; the impact of health epidemics, including the COVID-19 pandemic, on our business; cybersecurity threats and compliance with privacy and data protection laws; failure to timely implement and maintain adequate financial, information technology and management processes and controls and procedures; our ability to remain in compliance with our debt covenants, our ability to repay the obligations when due, and the risks associated with having pledged significant assets as collateral for recently obtained indebtedness; and the possibility that we may be adversely affected by other economic, geopolitical, business and/or competitive factors, including the direct and indirect effects of the war in Ukraine. In addition, the transactions entered into with Foxconn are subject to risks and uncertainties. No assurances can be given that we will successfully implement or that we will realize the anticipated benefits from the recently completed transactions with Foxconn, including the contract manufacturing agreement and the joint venture to jointly develop additional EVs for launch. If we are unable to maintain our relationship with Foxconn or effectively manage outsourcing the production of the Endurance to Foxconn, we may be unable to ensure continuity, quality, and compliance with our design specifications or applicable laws and regulations, which may ultimately disrupt and have a negative effect on our production and operations. The success of the joint venture depends on many variables, including our ability to utilize the designs, engineering data and other foundational work of Foxconn, its affiliates and other members of the MIH consortium to commercialize, industrialize, homologate and certify a vehicle in North America, along with variables that are out of the parties’ control, such as technology, innovation, adequate funding, supply chain and other economic conditions, competitors, customer demand and other factors that impact new vehicle development. If we are unable to develop new vehicles for ourselves and potentially other OEM customers, our business prospects, results of operations and financial condition may be adversely affected. We will need additional funding to execute our 2022
business plan and achieve scaled production of the Endurance. As we seek additional sources of financing, there can be no assurance that such financing would be available to us on favorable terms or at all. Our ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, the significant amount of capital required, the fact that our bill of materials cost is currently, and expected to continue to be, substantially higher than our anticipated selling price, uncertainty surrounding regulatory approval and the performance of the vehicle, meaningful exposure to material losses related to ongoing litigation and the SEC investigation, our performance and investor sentiment with respect to us and our business and industry. Additional information on potential factors that could affect the financial results of the Company and its forward-looking statements is included in its most recent Form 10-K and subsequent filings with the Securities and Exchange Commission. All forward-looking statements are qualified in their entirety by this cautionary statement. Any forward-looking statements speak only as of the date on which they are made, and Lordstown Motors undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this release.
Contacts:
Investors
Carter W. Driscoll, CFA
IR@lordstownmotors.com
Media
Colleen Robar
313.207.5960
crobar@robarpr.com
S,K ?B#0!^O%%> ?LH?MI>!?VM-"N9O#S3:5KUBJF^T*^*^?"
M#T=2.)$)Z,/Q KVSQ-XFTKP;X?U#7-;OX=,TFPA:XNKNX;:D4:C))/\ 3J>@
MH TZ*_+_ .+O_!:S3=*UZ>P^'G@0ZU80N5&JZU=M;B;!ZI"BE@#V+,#["O/O
M^'V_CG_HG/AW_P #;F@#]@:*_'[_ (?;^.?^B<^'?_ VYH_X?;^.?^B<^'?_
M -N: /V!HKX%_8A_P""F-[^T[\6)_!'B7PWIOARYFLGN=/FLKB23SG0C?&0
M_?:=PQ_=:O6/V\?VI/&7[)_@O0?%7A[POIOB/2;J[:ROFOII8VMY"NZ(C9U#
M!7!ST('K0!]145^/W_#[?QS_ -$Y\._^!MS1_P /M_'/_1.?#O\ X&W- '[
MT5^/W_#[?QS_ -$Y\._^!MS1_P /M_'/_1.?#O\ X&W- '[ T5^/P_X+;>.2
M?^2<^'O_ -N:_3#X$?%#6?&_P !O#_C[QW86'A2ZU#3SJMS;QS-Y%I;'+HS
MO)@C]UM9L],GTH ]1HK\SOC=_P %HM \.>(+G2OAKX.;Q3:0.4.M:K5*IPR%HXF4D'((!X((/(K'_P"'DW[-G_14K'_P O/_ (S0!/\
M\.Y_V
Document and Entity Information |
Jul. 11, 2022 |
---|---|
Document and Entity Information [Abstract] | |
Document Type | 8-K |
Document Period End Date | Jul. 11, 2022 |
Entity File Number | 001-38821 |
Entity Registrant Name | LORDSTOWN MOTORS CORP. |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 83-2533239 |
Entity Address, Address Line One | 2300 Hallock Young Road |
Entity Address, City or Town | Lordstown |
Entity Address, State or Province | OH |
Entity Address, Postal Zip Code | 44481 |
City Area Code | 234 |
Local Phone Number | 285-4001 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share |
Trading Symbol | RIDE |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0001759546 |
Amendment Flag | false |
#WI93FHV&/OL5_+OK_ E!+
M P04 " #$A.Q4GZ ;\+$" #B# #0 'AL+W-T>6QE
BHS
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M>VN2SF/SX@]02P,$% @ Q(3L5-$DYL*V!0 +4$ !4 !R:61E+3(P
M,C(P-S$Q7VQA8BYX;6S5G.%OXC88QK]/VO_PCGW9I MI:'=M4=M3C^M-:.VU
M.IAVVC2=0F+ 6K"18PK\][.3."7!#AQTF?/EFO(^>?R\YM?$INE=O5O-(GA&
M+,:47+>\]DD+$ EHB,GDNK6('3\.,&Z]N_G^NZL?'.?+^\_W$-)@,4.$0\"0
MSU$(2\RG,*3SN4_@ 3&&HPC>,QQ.$,!E^VW[PGM[WNYTSL_.P'$RI_=^+,ZD
M!!++3MO+*[W,E9(NG+M>Q^V<=#IPT3T]ZYY=P--#+GP0*<=XIS+"Y)^N_& OI0NVR+[AL0R=HUU/TB*.7D?,,PR
MMN7@BCJ\UY:VLBDR9$[4:UE22A!=2#6ONF)G_>?4U"EY?EPD1+;()%FKA'_]#E3L[_+<
M+7?P9J'P4H+*?&R!3G!!$TISM55 0;+,C=4XD\F$]M
M(QI+!X)/_+/GNX=,2:)K!4;GNI.I&$?M#/Q87FA9#O>L!>4Z#D
MPI$^KE@A;$#U<8_@:2AQ=<3*1$:K-L@R9CHW*JE4-]'UEX;T^%SW= S3P.N*
MJ@^G)M9I;XIOGPSCWI"$ ;X*%;/>YS2;)#H:X(MHP"(E\ *@DB@SEYI1NT$C
MS?2S! 1F<>3OGF?_/H =NP/6
>8\$=];@95XG/I6H^7T&"=W%+"[\.X&SL'==NS9AU(QILLGH^6<#/B*,>E
M*0CD-VZ1-:QRO1N\:>N-NP9^AF=DH]R-C9A[F*),%QZD@'U1OH@VB2_D!@*J
M@
/<
!^%FFSS;/+\ HE4?X>[18\=H8,HM%F 3V/Y--EES^FE=5?,YN0
MTYX+!O/(I44$98'9SK5;<>[58Z#7$2\, VG7C=V80I<;YZI ]!)5<#-'_*/6
M?\(.T#]Q"+:@'M;TJ3; &G #7SH$TU_3V71%"/!ZY*/;N/9PNXT2V(0EQ",:
M%$$H;3)R&B*)$NZE1ER7_/=N?H)3Q[EDIO_)_*8=70&Y?[!IB9@D8U)+9 :\
M1I;DI#]'XS[
E2(L"2K>/M!OUXKW&W%_ Z,-N]
M=$[77.7;+^=]5I#6[O5V[=J8LI9TBO+=S%-H!,F,$^PLT=#KS6^&IBR!+[H;
MTD'7WP?U6=4,9RU/&-<:+C[QX_LE0Q1C+
M;C]N#R=L:OO]LN&!V7DYQS/',N@N[XNM0--=/64:T@?H?LLA--,*Y[O1N\
MQ=W%#AG$,5[/!*Q,F
MG3A3V")<%A>]$)0R;B\';5S@$;(A)E+Z/<^S8?:JZ-OI(ZW2^)$9/B9;9BW1
M@&)*@=GYVSL#:K ! .7+^NT" &6QDJ\S#(XK,+9;09_ BN2N\.<(\@+% JB;POQ