Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 26, 2021, Lordstown Motors Corp. (the "Company") announced that the
Board of Directors of the Company appointed Daniel Ninivaggi as Chief Executive
Officer of the Company and as a member of the Board of Directors of the Company,
each effective immediately. Angela Strand, who has been serving as Executive
Chair of the Company's Board of Directors, will continue as Non-Executive Chair
of the Board.
Mr. Ninivaggi, age 57, currently serves as the Chairman of Garrett Motion Inc.,
since April 2021 and has served as an independent consultant since December
2019. Mr. Ninivaggi served as Chief Executive Officer of Icahn Automotive Group,
LLC and Managing Director of Icahn Enterprises L.P. ("IEP") - Automotive Segment
from March 2017 through August 2019. Prior to that, Mr. Ninivaggi served
as Co-Chairman and Co-CEO of Federal-Mogul Holdings Corp., an automotive
supplier. Mr. Ninivaggi was President and Chief Executive Officer of IEP between
2010 and 2014. Mr. Ninivaggi has served as a director of numerous public and
private companies, including Hertz Global Holdings, Inc. (from September 2014 to
June 2021), Navistar International Corporation (from August 2017 to October
2018), Icahn Enterprises G.P. Inc., CVR GP, LLC, XO Holdings, Tropicana
Entertainment Inc., Motorola Mobility Holdings Inc., and CIT Group, Inc. Prior
to joining IEP, Mr. Ninivaggi spent six years at Lear Corporation, holding
various executive positions. Mr. Ninivaggi began his career at 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. Ninivaggi will provide the Board of Directors of the Company with leadership
skills and significant management, strategic and operational experience through
his positions as Chief Executive Officer of IEP, Chief Executive Officer of
Icahn Automotive Group LLC, Co-Chief Executive Officer and Co-Chairman of
Federal-Mogul Holdings Corp., Chairman of Garrett Motion Inc. and as a director
and officer of multiple public and private companies.
On August 26, 2021 (the "Effective Date"), in connection with Mr. Ninivaggi's
appointment as the Company's Chief Executive Officer, Mr. Ninivaggi and the
Company entered into an employment agreement (the "Employment Agreement")
pursuant to which Mr. Ninivaggi will receive an annual salary of $750,000 and an
annual bonus with an annual target bonus equal to 125% of his annual salary,
based on Company and individual performance and subject to the discretion of the
Board of Directors or a committee thereof. For the fiscal year ending December
31, 2021, Mr. Ninivaggi will be entitled to receive an annual bonus that is
equal to no less than Mr. Ninivaggi's annual target bonus, prorated based upon
the number of days from the Effective Date through December 31, 2021, subject to
his continued employment.
Under Mr. Ninivaggi's employment agreement, if his employment is terminated by
the Company without "cause" or by Mr. Ninivaggi for "good reason", Mr. Ninivaggi
is entitled to receive, subject to his execution and non-revocation of a general
release of claims, an amount equal to 12 months of base salary, accelerated
vesting of all outstanding and unvested equity awards and 12 months of continued
health insurance coverage. In addition, if Mr. Ninivaggi's employment is
terminated for any reason other than (i) "cause" or (ii) Mr. Ninivaggi's
resignation without "good reason", Mr. Ninivaggi is entitled to receive any
actual bonus earned but unpaid as of the date of termination and a prorated
target bonus for the year of termination. Pursuant to his employment agreement,
Mr. Ninivaggi is also subject to certain restrictive covenants, including (i)
perpetual confidentiality and non-disparagement covenants, (ii) an assignment of
inventions covenant and (iii) non- competition and customer and employee
non-solicitation covenants during and for the two-year period following any
termination of employment.
In connection with Mr. Ninivaggi's appointment as the Company's Chief Executive
Officer, Mr. Ninivaggi will receive an award of 700,000 stock options with an
exercise price equal to the closing price on the business day immediately
preceding the Effective Date and 700,000 restricted stock units, in each case
granted under the Company's 2020 Equity Incentive Plan, which will vest over
three years on each of the first, second and third anniversary of the grant
date, subject to Mr. Ninivaggi's continued employment through each vesting date.
The foregoing description does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of the Employment Agreement, a copy
of which is filed hereto as Exhibit 10.1 and is incorporated herein by
A copy of the press release the Company issued regarding the appointment of Mr.
Ninivaggi as Chief Executive Officer is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed as part of this Current Report on Form 8-K:
Exhibit No. Description
10.1 Employment Agreement, dated as of August 26, 2021, between
Lordstown Motors Corp. and Daniel Ninivaggi.
99.1 Press Release of Lordstown Motors Corp., issued August 26, 2021.
104 Cover Page Interactive Data File (formatted as inline XBRL)
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