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| David B. Jansen Interim Chief Executive Officer, President, Chairperson of the Board and Class III Director | |
| | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held Virtually on May The are available at https://www.cstproxy.com/solidpower/ | | |
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| | | Date and Time | | | | | Location | | | | | Who Can Vote | | |||
| Wednesday, May 24, 2023 at 10:00 a.m. Mountain Time | | | https://www.cstproxy.com/ solidpower/2023 | | | Our Board of Directors has fixed the close of business on March 27, 2023 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 27, 2023. | |
| PROPOSALS THAT REQUIRE YOUR VOTE | | | | BOARD RECOMMENDATION | | | | LEARN MORE | | ||||
| 1 | | | | The election of the three nominees named in this proxy statement as Class II directors of the Company | | | | FOR each nominee | | | | Page 8 | |
| 2 | | | | The ratification of the appointment of Ernst & Young, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 | | | | FOR | | | | Page 41 | |
| 3 | | | | The approval, on a non-binding advisory vote, of the frequency of future “Say-on-Pay” proposals on executive compensation | | | | EVERY ONE YEAR | | | | Page 44 | |
| | | Internet Go to https://www.cstproxy.com/solidpower/2023 and follow the instructions on the website. | | | | | 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. | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 1 | |
| Class I Term expires in 2025 | | | | Class II Term expires in 2023 | | | | Class III Term expires in 2024 | |
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| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 2 | |
| John Stephens, Chairperson*^ Erik Anderson* Lesa Roe* Audit Committee Report: page 42 Meetings in 2022: 5 | | | Audit Committee Key Responsibilities: • overseeing the appointment, compensation, and work of the independent auditors • reviewing our financial statements with management and independent auditors • overseeing our risk management, major litigation and financial risk exposures • reviewing our financial reporting processes and internal controls • 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/. | |
| * Each member satisfies the independence requirements of the rules of the SEC and Nasdaq. ^ John Stephens is an audit committee financial expert. | |
| Aleksandra Miziolek, Chairperson* Steven Goldberg* Lesa Roe* MaryAnn Wright* Meetings in 2022: 4 | | | Governance and Corporate Responsibility Committee Key Responsibilities: • identifying, evaluating and recommending individuals to become directors • developing and recommending a set of corporate governance guidelines • overseeing the annual performance evaluation of our Board and its committees • overseeing certain environmental, social and governance (“ESG”) matters • reviewing director independence and qualifications for committee service • 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/. | |
| * Each member satisfies the independence requirements of the rules of the SEC and Nasdaq. | |
| Steven Goldberg, Chairperson* Aleksandra Miziolek* John Stephens* MaryAnn Wright*^ HRC Committee Report: page 23 Meetings in 2022: 5 | | | Human Resources and Compensation Committee Key Responsibilities: • approving compensation of our executive officers and directors • approving grants and/or awards of equity-based compensation • overseeing our strategies and policies related to human resource management • leading succession planning for our executive officers • considering risks arising from our compensation plans, policies and programs Our HRC committee operates under a written charter, a copy of which is available on our website at https://ir.solidpowerbattery.com/. | |
| * Each member is a non-employee director and satisfies the independence requirements of the rules of the SEC and Nasdaq. ^ Ms. Wright joined our Board and was appointed to the HRC committee in July 2022. Ms. Wright did not participate in any discussions or deliberations relating to the 2022 compensation of our executive officers or the development of our non-employee director compensation program. | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 3 | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 4 | |
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| OUR BOARD | | | | | | Our Board executes its oversight duties through: • Assigning specific oversight duties to the standing committees. • 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 • Financial reporting & internal controls • Investment management • Cybersecurity • Enterprise risk management | | | Governance Committee • Conflicts of interest • Governance structure & processes • Director selection & independence • Code of Conduct compliance | | | HRC Committee • Compensation practices • Human resources management • Succession planning • Stock ownership guidelines | | | | | |||||
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| MANAGEMENT | | | | | | Management is primarily responsible for: • Identifying risks and designing risk controls. • Evaluating and prioritizing risks and balancing potential risk to potential reward. • Escalating to our Board and/or committees as appropriate. | | | | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 5 | |
| ✓ Director responsibilities | | | ✓ Board agendas | |
| ✓ Committee responsibilities and assignments | | | ✓ Meetings of independent directors | |
| ✓ Director communications with third parties | | | ✓ Director orientation and continuing education | |
| ✓ Evaluation of senior management | | | ✓ Management succession planning | |
| ✓ Director access to management and advisors | | | ✓ Role of Chairperson and lead independent director | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 6 | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 7 | |
| | ✓ | | | OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF STEVEN GOLDBERG, ALEKSANDRA MIZIOLEK, AND MARYANN WRIGHT AS CLASS II DIRECTORS OF THE COMPANY FOR THE ENSUING TERM. | | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 8 | |
| Class II Director Age: 70 Director Since: 2019 Committees: | | | Steven Goldberg Business Experience • Partner, Finistere Ventures (2021-present) • President, Air Access (2020-present) • Operating Partner, Venrock (2009-2020) • Chief Executive Officer and Member of Board of directors of several early-stage technology companies (2000-present) Nominee Qualifications Dr. Goldberg holds B.S. and M.S. degrees 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. | |
| Class II Director Age: 66 Director Since: 2022 Committees: Directorships Within the Past Five Years: Tenneco, Inc. | | | Aleksandra Miziolek Business Experience • Operator Advisor, Assembly Ventures (2021-present) • Advisor, OurOffice, Inc. (2021-present) • SVP, Chief Transformation Officer, General Counsel, Corporate Secretary, and Chief Compliance Officer, Cooper-Standard Holdings Inc. (2014-2019) • Member, Director of the Automotive Industry Group, Dykema Gossett PLLC (1983-2014) Nominee 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. Additional Information Ms. Miziolek was appointed to our Board, effective February 10, 2022. Prior to her appointment, Ms. Miziolek was identified and recommended as a potential candidate to our Board by a financial advisor the Company used in the business combination. | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 9 | |
| Class II Director Age: 61 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 | | | MaryAnn Wright Business Experience • Group Vice President of Engineering and Product Development, Johnson Controls International PLC (2007-2017) • Vice President and General Manager, Johnson Controls Hybrid Systems (2009-2013) • Chief Executive Officer, Johnson Controls – Saft (2007-2009) • Office of the Chair and Executive Vice President Engineering, Product Development, Commercial and Program Management, Collins & Aikman Corporation (2006-2007) • Director, Sustainable Mobility Technologies & Hybrid and Fuel Cell Vehicle Programs, Ford Motor Company (1988-2005) Nominee 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 experience and knowledge of the automotive industry, public board experience, and her expertise in vehicle, advanced powertrain, and energy storage system technologies. Additional Information Ms. Wright was appointed to our Board effective July 18, 2022. Prior to her appointment, Ms. Wright was identified and recommended as a potential candidate to our Board by the Chairperson of our governance committee. | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 10 | |
| Class I Director Age: 64 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; Avista Corporation | | | Erik Anderson Business Experience • Chief Executive Officer, WestRiver Group (2002-present) • Executive Chairman, Singularity Group (2018-present) • Chief Executive Officer and Executive Chairman, Topgolf International, Inc. (2015-2021) Director Qualifications Mr. Anderson holds a masters and bachelors degree in Industrial Engineering from Stanford University and a bachelors degree 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. | |
| Class III Director Age: 56 Director Since: 2021 Committees: None | | | Rainer Feurer Business Experience • SVP Corporate Investments, BMW Group (2020-present) • Vice Chairman, Spotlight Automotive Limited (2020-present) • SVP Mobility and Energy Services, BMW Group (2019-2020) • 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, 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. | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 11 | |
| Chairperson, Class III Director Age: 61 Director Since: 2014 Committees: None | | | David Jansen Business Experience • Interim Chief Executive Officer (November 2022-present) and President, Solid Power, Inc. (2017-present) • Managing Partner, Murphee Colorado (2002-2010) • President and Chief Executive Officer, Advanced Distributed Sensor Systems (2005-2009) Director Qualifications Mr. Jansen holds a B.S. in Electrical Engineering from the University of Arizona. We believe Mr. Jansen is well-qualified to serve on our Board due to his experience advising and managing Solid Power as well as his prior executive and management experience. | |
| Class I Director Age: 59 Director Since: 2022 Committees: | | | Lesa Roe Business Experience • Chief Executive Officer and Chancellor, University of North Texas System (2017-2021) • Deputy Associate Administrator and Deputy Chief Operating Officer, National Aeronautics and Space Administration (NASA) (2014-2017) • Center Director, NASA (2005-2014) Director 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. | |
| Class III Director Age: 63 Director Since: 2021 Committees: Other Public Company Boards: Freeport-McMoRan Inc. | | | John Stephens Business Experience • Senior Executive Vice President and Chief Financial Officer, AT&T, Inc. (2011-2021) • Senior Vice President and Controller, AT&T, Inc. (2001-2011) • 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 senior leadership experience in the oversight of a large, publicly traded company and experience in financial and accounting matters, international business and affairs, mergers, acquisitions and other major corporate transactions. | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 12 | |
| ✓ strength of character | | | ✓ high integrity and professional ethics | |
| ✓ ability to devote time to their position on our Board | | | ✓ proven achievement and competence in their field | |
| ✓ an understanding of our business | | | ✓ skills that are complementary to our Board | |
| ✓ business acumen and ability to exercise sound business judgment | | | ✓ an understanding of the responsibilities that are required of a director | |
| | Knowledge, Skills and Experience | | | | Erik Anderson | | | | Rainer Feurer | | | | Steven Goldberg | | | | David Jansen | | | | Aleksandra Miziolek | | | | Lesa Roe | | | | John Stephens | | | | MaryAnn Wright | | | ||||||||||||||||||||||||
| | 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 | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | |
| | Other Public Company Board or Executive Experience | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | | | | | | | | ✓ | | | | | | | | | | | | | | ✓ | | | | | | | ✓ | | | |
| | Risk Management / Legal / Regulatory | | | | | | ✓ | | | | | | | ✓ | | | | | | | | | | | | | | | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | |
| | Sustainability / Corporate Responsibility | | | | | | ✓ | | | | | | | ✓ | | | | | | | | | | | | | | | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | | | | | ✓ | | | |
| | Company Board Tenure | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | Years | | | | | | 2 | | | | | | | 2 | | | | | | | 3 | | | | | | | 9 | | | | | | | 1 | | | | | | | 1 | | | | | | | 2 | | | | | | | 1 | | | |
| | | | | | Board Diversity Matrix (as of April 1, 2023) | | | | Board Diversity Matrix (as of November 29, 2022) | | | ||||||||
| | Total Number of Directors | | | | 8 | | | | 8 | | | ||||||||
| | Part I: Gender Identity | | | | Female | | | | Male | | | | Female | | | | Male | | |
| | Directors | | | | 3 | | | | 5 | | | | 3 | | | | 5 | | |
| | Part II: Demographic Background | | | | | | | | | | | | | | | | | | |
| | White | | | | 3 | | | | 5 | | | | 3 | | | | 5 | | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 13 | |
| Named executive officer | | | | Title | |
| David Jansen(1) | | | | Interim Chief Executive Officer, President, Chairperson of the Board and Class III Director | |
| Kevin Paprzycki | | | | Chief Financial Officer and Treasurer | |
| Joshua Buettner-Garrett | | | | Chief Technology Officer | |
| Derek Johnson | | | | Chief Operating Officer | |
| James Liebscher | | | | Chief Legal Officer and Secretary | |
| Douglas Campbell(2) | | | | Former Chief Executive Officer and Former Class I Director | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 14 | |
| | | | | 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 an individual’s 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, strategic, and budgeting 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. | | | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 15 | |
| 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 our 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. | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 16 | |
| 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 tax gross-ups or perquisites. We do not provide any tax gross-ups or 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. | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 17 | |
| 2022 Compensation Peer Group Companies | | ||||
| Canoo Inc. | | | | ChargePoint Holdings, Inc. | |
| ESS Tech, Inc. | | | | EVgo Inc. | |
| Fisker Inc. | | | | FREYR Battery | |
| Lightning eMotors, Inc. | | | | The Lion Electric Company | |
| Lordstown Motors Corp. | | | | Microvast Holdings, Inc. | |
| Nikola Corporation | | | | Proterra Inc. | |
| QuantumScape Corporation | | | | | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 18 | |
| | | | Base Salary | | |||||||||
| Name | | | 2021 (As of December 31, 2021) | | | 2022 (As of February 1, 2022) | | ||||||
| David Jansen | | | | $ | 275,000 | | | | | $ | 335,000(1) | | |
| Kevin Paprzycki | | | | $ | 275,000 | | | | | $ | 335,000 | | |
| Joshua Buettner-Garrett | | | | $ | 275,000 | | | | | $ | 305,000 | | |
| Derek Johnson | | | | $ | 275,000 | | | | | $ | 370,000 | | |
| James Liebscher | | | | $ | 240,000 | | | | | $ | 315,000 | | |
| Douglas Campbell(2) | | | | $ | 325,000 | | | | | $ | 340,000 | | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 19 | |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($)(1) | | | Option Awards ($)(2) | | | All Other Compensation ($)(3) | | | Total ($) | | ||||||||||||||||||
Douglas Campbell | | | | | 2021 | | | | | | 258,333 | | | | | | 162,500 | | | | | | 981,783 | | | | | | 15,941 | | | | | | 1,418,557 | | |
Chief Executive Officer | | | | | 2020 | | | | | | 225,000 | | | | | | 100,000 | | | | | | — | | | | | | 10,500 | | | | | | 335,500 | | |
David Jansen | | | | | 2021 | | | | | | 174,166 | | | | | | 96,250 | | | | | | 2,618,087 | | | | | | 8,061 | | | | | | 2,896,564 | | |
President | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Jon Jacobs(4) | | | | | 2021 | | | | | | 45,833 | | | | | | 20,052 | | | | | | 2,444,975 | | | | | | 100,268 | | | | | | 2,611,128 | | |
Chief Marketing Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | | Target Annual Incentive Payout (% of Salary)(1) | | | Target Annual Incentive Payout ($)(1) | | | 2022 Payout Percentage Earned (% of Target) | | | 2022 Actual Payout ($) | | ||||||||||||
| David Jansen | | | | | 50 | | | | | | 166,976 | | | | | | 90 | | | | | | 150,000 | | |
| Kevin Paprzycki | | | | | 50 | | | | | | 164,364 | | | | | | 90 | | | | | | 148,000 | | |
| Joshua Buettner-Garrett | | | | | 50 | | | | | | 151,152 | | | | | | 90 | | | | | | 136,000 | | |
| Derek Johnson | | | | | 50 | | | | | | 179,777 | | | | | | 90 | | | | | | 162,000 | | |
| James Liebscher | | | | | 50 | | | | | | 153,414 | | | | | | 90 | | | | | | 138,000 | | |
| Douglas Campbell(2) | | | | | 50 | | | | | | 161,127 | | | | | | — | | | | | | — | | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 20 | |
| Name and Principal Position | | | Stock Awards ($)(1) | | | Option Awards ($)(1) | | | Total ($) | | |||||||||
| David Jansen | | | | | 686,876 | | | | | | 750,000 | | | | | | 1,436,876 | | |
| Kevin Paprzycki | | | | | 549,502 | | | | | | 600,000 | | | | | | 1,149,502 | | |
| Joshua Buettner-Garrett | | | | | 366,332 | | | | | | 400,000 | | | | | | 766,332 | | |
| Derek Johnson | | | | | 641,087 | | | | | | 700,000 | | | | | | 1,341,087 | | |
| James Liebscher | | | | | 1,234,548 | | | | | | 1,348,000 | | | | | | 2,582,548(2) | | |
| Douglas Campbell(3) | | | | | 1,373,759 | | | | | | 1,500,000 | | | | | | 2,873,759 | | |
| Title | | | | Stock Ownership Guidelines | |
| Chief Executive Officer (including Interim Chief Executive Officer) | | | | 5 times annual base salary | |
| Other Covered Executives | | | | 3 times annual base salary | |
| Covered Directors | | | | 5 times annual cash retainer | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 21 | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 22 | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 23 | |
| Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(1) | | | Option Awards ($)(1) | | | Non-equity Incentive Plan Compensation ($)(2) | | | All Other Compensation ($)(3) | | | Total ($) | | ||||||||||||||||||||||||
| David Jansen Interim CEO and President | | | | | 2022 | | | | | | 333,951 | | | | | | — | | | | | | 686,876 | | | | | | 750,000 | | | | | | 150,000 | | | | | | 14,021 | | | | | | 1,934,848 | | |
| | | 2021 | | | | | | 174,166 | | | | | | 96,250 | | | | | | — | | | | | | 2,618,087 | | | | | | — | | | | | | 8,061 | | | | | | 2,896,564 | | | |||
| Kevin Paprzycki Chief Financial Officer and Treasurer | | | | | 2022 | | | | | | 328,728 | | | | | | — | | | | | | 549,502 | | | | | | 600,000 | | | | | | 148,000 | | | | | | 10,567 | | | | | | 1,636,797 | | |
| Joshua Buettner-Garrett Chief Technology Officer | | | | | 2022 | | | | | | 302,304 | | | | | | — | | | | | | 366,332 | | | | | | 400,000 | | | | | | 136,000 | | | | | | 14,191 | | | | | | 1,218,827 | | |
| Derek Johnson Chief Operating Officer | | | | | 2022 | | | | | | 359,554 | | | | | | — | | | | | | 641,087 | | | | | | 700,000 | | | | | | 162,000 | | | | | | 15,931 | | | | | | 1,878,572 | | |
| James Liebscher Chief Legal Officer and Secretary | | | | | 2022 | | | | | | 306,827 | | | | | | 100,000(4) | | | | | | 1,234,548 | | | | | | 1,348,000 | | | | | | 138,000 | | | | | | 13,109 | | | | | | 3,140,484 | | |
| Douglas Campbell(5) Former Chief Executive Officer | | | | | 2022 | | | | | | 322,253 | | | | | | — | | | | | | 1,373,759 | | | | | | 1,500,000 | | | | | | — | | | | | | 18,546 | | | | | | 3,214,558 | | |
| | | 2021 | | | | | | 258,333 | | | | | | 162,500 | | | | | | — | | | | | | 981,783 | | | | | | — | | | | | | 15,941 | | | | | | 1,418,557 | | | |||
| | | 2020 | | | | | | 225,000 | | | | | | 100,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,500 | | | | | | 335,500 | | |
| Name | | | Year | | | Matching 401(k) Contributions ($) | | | Health Savings Account Contributions ($) | | | Life Insurance Premiums ($) | | ||||||||||||
| David Jansen | | | | | 2022 | | | | | | 13,907 | | | | | | — | | | | | | 114 | | |
| Kevin Paprzycki | | | | | 2022 | | | | | | 10,453 | | | | | | — | | | | | | 114 | | |
| Joshua Buettner-Garrett | | | | | 2022 | | | | | | 12,577 | | | | | | 1,500 | | | | | | 114 | | |
| Derek Johnson | | | | | 2022 | | | | | | 14,817 | | | | | | 1,000 | | | | | | 114 | | |
| James Liebscher | | | | | 2022 | | | | | | 12,245 | | | | | | 750 | | | | | | 114 | | |
| Douglas Campbell | | | | | 2022 | | | | | | 16,932 | | | | | | 1,500 | | | | | | 114 | | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 24 | |
| Name | | | Grant Date | | | Approval Date | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards (Target) ($)(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | | All Other Options Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($/sh) | | | Grant Date Fair Value of Stock and Option Awards ($)(6) | | |||||||||||||||||||||
| David Jansen | | | | | 5/5/2022 | | | | | | 5/5/2022 | | | | | | 166,976 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 5/12/2022 | | | | | | 5/5/2022 | | | | | | — | | | | | | 94,611(2) | | | | | | — | | | | | | — | | | | | | 686,876 | | | |||
| | | 5/12/2022 | | | | | | 5/5/2022 | | | | | | — | | | | | | — | | | | | | 221,838(3) | | | | | | 7.26 | | | | | | 750,000 | | | |||
| Kevin Paprzycki | | | | | 5/5/2022 | | | | | | 5/5/2022 | | | | | | 164,364 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 5/12/2022 | | | | | | 5/5/2022 | | | | | | — | | | | | | 75,689(2) | | | | | | — | | | | | | — | | | | | | 549,502 | | | |||
| | | 5/12/2022 | | | | | | 5/5/2022 | | | | | | — | | | | | | — | | | | | | 177,470(3) | | | | | | 7.26 | | | | | | 600,000 | | | |||
| Joshua Buettner-Garrett | | | | | 5/5/2022 | | | | | | 5/5/2022 | | | | | | 151,152 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 5/12/2022 | | | | | | 5/5/2022 | | | | | | — | | | | | | 50,459(2) | | | | | | — | | | | | | — | | | | | | 366,332 | | | |||
| | | 5/12/2022 | | | | | | 5/5/2022 | | | | | | — | | | | | | — | | | | | | 118,313(3) | | | | | | 7.26 | | | | | | 400,000 | | | |||
| Derek Johnson | | | | | 5/5/2022 | | | | | | 5/5/2022 | | | | | | 179,777 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 5/12/2022 | | | | | | 5/5/2022 | | | | | | — | | | | | | 88,304(2) | | | | | | — | | | | | | — | | | | | | 641,087 | | | |||
| | | 5/12/2022 | | | | | | 5/5/2022 | | | | | | — | | | | | | — | | | | | | 207,049(3) | | | | | | 7.26 | | | | | | 700,000 | | | |||
| James Liebscher | | | | | 5/5/2022 | | | | | | 5/5/2022 | | | | | | 153,414 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 5/12/2022 | | | | | | 5/5/2022 | | | | | | — | | | | | | 53,613(2) | | | | | | — | | | | | | — | | | | | | 389,230 | | | |||
| | | 5/12/2022 | | | | | | 5/5/2022 | | | | | | — | | | | | | — | | | | | | 125,708(3) | | | | | | 7.26 | | | | | | 425,000 | | | |||
| | | 5/12/2022 | | | | | | 5/5/2022 | | | | | | — | | | | | | 116,435(4) | | | | | | — | | | | | | — | | | | | | 845,318 | | | |||
| | | 5/12/2022 | | | | | | 5/5/2022 | | | | | | — | | | | | | — | | | | | | 273,009(5) | | | | | | 7.26 | | | | | | 923,000 | | | |||
| Douglas Campbell(7) | | | | | 5/5/2022 | | | | | | 5/5/2022 | | | | | | 161,127 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 5/12/2022 | | | | | | 5/5/2022 | | | | | | — | | | | | | 189,223(5) | | | | | | — | | | | | | — | | | | | | 1,373,759 | | | |||
| | | 5/12/2022 | | | | | | 5/5/2022 | | | | | | — | | | | | | — | | | | | | 443,676(3) | | | | | | 7.26 | | | | | | 1,500,000 | | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 25 | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 26 | |
| | | | 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 ($)(10) | | ||||||||||||||||||
| David Jansen | | | | | 1,590,990 | | | | | | — | | | | | | 0.03 | | | | | | 2/1/2027 | | | | | | — | | | | | | — | | |
| | | 424,263(1) | | | | | | 848,528(1) | | | | | | 5.02 | | | | | | 8/3/2031 | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | 221,838(2) | | | | | | 7.26 | | | | | | 5/12/2032 | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 94,611(8) | | | | | | 240,312 | | | |||
| Kevin Paprzycki | | | | | 301,624(3) | | | | | | 732,519(3) | | | | | | 5.92 | | | | | | 10/27/2031 | | | | | | — | | | | | | — | | |
| | | — | | | | | | 177,470(2) | | | | | | 7.26 | | | | | | 5/12/2032 | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 75,689(8) | | | | | | 192,250 | | | |||
| Joshua Buettner-Garrett | | | | | 3,341,079 | | | | | | — | | | | | | 0.03 | | | | | | 3/20/2025 | | | | | | — | | | | | | — | | |
| | | 1,702,359 | | | | | | — | | | | | | 0.03 | | | | | | 2/1/2027 | | | | | | — | | | | | | — | | | |||
| | | 159,098(1) | | | | | | 318,198(1) | | | | | | 5.02 | | | | | | 8/3/2031 | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | 118,313(2) | | | | | | 7.26 | | | | | | 5/12/2032 | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 50,459(8) | | | | | | 128,166 | | | |||
| Derek Johnson | | | | | 696,058(4) | | | | | | 258,536(4) | | | | | | 0.17 | | | | | | 1/30/2030 | | | | | | — | | | | | | — | | |
| | | 318,197(1) | | | | | | 636,396(1) | | | | | | 5.02 | | | | | | 8/3/2031 | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | 207,049(2) | | | | | | 7.26 | | | | | | 5/12/2032 | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 88,304(8) | | | | | | 224,292 | | | |||
| James Liebscher | | | | | 178,985(5) | | | | | | 298,311(5) | | | | | | 5.02 | | | | | | 9/9/2031 | | | | | | — | | | | | | — | | |
| | | — | | | | | | 125,708(2) | | | | | | 7.26 | | | | | | 5/12/2032 | | | | | | — | | | | | | — | | | |||
| | | 68,252(6) | | | | | | 204,757(6) | | | | | | 7.26 | | | | | | 5/12/2032 | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 53,613(8) | | | | | | 136,177 | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 87,327(9) | | | | | | 221,811 | | | |||
| Douglas Campbell | | | | | 149,154(7) | | | | | | — | | | | | | 5.02 | | | | | | 2/28/2023 | | | | | | — | | | | | | — | | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 27 | |
| | | | Option Awards | | | Stock Awards | | ||||||||||||||||||
| Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($)(1) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($)(2) | | ||||||||||||
| David Jansen | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Kevin Paprzycki | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Joshua Buettner-Garrett | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Derek Johnson | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| James Liebscher | | | | | — | | | | | | — | | | | | | 29,108 | | | | | | 171,737 | | |
| Douglas Campbell | | | | | 5,091,169 | | | | | | 40,372,970 | | | | | | — | | | | | | — | | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 28 | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 29 | |
| | | | | | Option Awards | | ||||||||||||||||||
Name | | | Grant Date(1) | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | |||||||||
Douglas Campbell | | | 02/01/2017 | | | | | 5,091,169 | | | | | | — | | | | | | 0.04 | | | | 02/01/2022(2) | |
Douglas Campbell | | | 08/03/2021(3) | | | | | — | | | | | | 477,296 | | | | | | 5.02 | | | | 08/03/2031 | |
David B. Jansen | | | 02/01/2017 | | | | | 1,590,990 | | | | | | — | | | | | | 0.03 | | | | 02/21/2027 | |
David B. Jansen | | | 08/03/2021(3) | | | | | — | | | | | | 1,272,791 | | | | | | 5.02 | | | | 08/03/2031 | |
Jon Jacobs | | | 10/19/2021(4) | | | | | — | | | | | | 1,034,143 | | | | | | 5.92 | | | | 10/19/2031 | |
| Name | | | Cash Severance ($)(1) | | | Welfare Benefits ($)(2) | | | Equity Award Acceleration ($)(3) | | | Total ($) | | ||||||||||||
| David Jansen | | | | | 732,000 | | | | | | 15,346 | | | | | | 150,000 | | | | | | 747,346 | | |
| Kevin Paprzycki | | | | | 502,500 | | | | | | 11,877 | | | | | | — | | | | | | 514,377 | | |
| Joshua Buettner-Garrett | | | | | 457,500 | | | | | | 9,450 | | | | | | — | | | | | | 466,950 | | |
| Derek Johnson | | | | | 555,000 | | | | | | 7,804 | | | | | | — | | | | | | 562,804 | | |
| James Liebscher | | | | | 472,500 | | | | | | 3,308 | | | | | | — | | | | | | 475,808 | | |
| Name | | | Cash Severance ($)(1) | | | Welfare Benefits ($)(2) | | | Equity Award Acceleration ($)(3) | | | Total ($) | | ||||||||||||
| David Jansen | | | | | 964,976 | | | | | | 23,019 | | | | | | 4,383,697 | | | | | | 5,221,692 | | |
| Kevin Paprzycki | | | | | 834,364 | | | | | | 23,754 | | | | | | 192,250 | | | | | | 1,050,368 | | |
| Joshua Buettner-Garrett | | | | | 761,152 | | | | | | 18,900 | | | | | | 12,787,195 | | | | | | 13,567,247 | | |
| Derek Johnson | | | | | 919,777 | | | | | | 14,565 | | | | | | 2,486,680 | | | | | | 3,421,022 | | |
| James Liebscher | | | | | 783,414 | | | | | | 6,616 | | | | | | 357,988 | | | | | | 1,148,018 | | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 30 | |
| Name | | | Cash Severance ($)(1) | | |||
| David Jansen | | | | | — | | |
| Kevin Paprzycki | | | | | 335,000 | | |
| Joshua Buettner-Garrett | | | | | 305,000 | | |
| Derek Johnson | | | | | 370,000 | | |
| James Liebscher | | | | | 315,000 | | |
| Name | | | Cash Payments ($)(1) | | |||
| David Jansen | | | | | — | | |
| Kevin Paprzycki | | | | | 335,000 | | |
| Joshua Buettner-Garrett | | | | | 305,000 | | |
| Derek Johnson | | | | | 370,000 | | |
| James Liebscher | | | | | 315,000 | | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 31 | |
| Committee | | | Chairperson ($) | | | Member ($) | | ||||||
| Audit | | | | | 35,000 | | | | | | 10,000 | | |
| Governance and Corporate Responsibility | | | | | 10,000 | | | | | | 5,000 | | |
| Human Resources and Compensation | | | | | 15,000 | | | | | | 7,500 | | |
Name(1) | | | Fees Earned or Paid in Cash ($) | | | Option Awards ($)(2) | | | Total ($) | | |||||||||
Erik Anderson(3) | | | | | — | | | | | | — | | | | | | — | | |
Rainer Feurer(3) | | | | | — | | | | | | — | | | | | | — | | |
Steven H. Goldberg(4) | | | | | 5,107 | | | | | | | | | | | | 5,107 | | |
John Stephens(5) | | | | | 6,973 | | | | | | 897,516 | | | | | | 904,489 | | |
Robert M. Tichio(3) | | | | | — | | | | | | — | | | | | | — | | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 32 | |
| Name | | | Fees Earned ($)(1) | | | Stock Awards ($)(2) | | | Total ($) | | |||||||||
| Steven Goldberg | | | | | 59,011 | | | | | | 135,000 | | | | | | 194,011 | | |
| Aleksandra Miziolek(3) | | | | | 45,217 | | | | | | 315,868 | | | | | | 361,085 | | |
| Lesa Roe(4) | | | | | 47,803 | | | | | | 307,371 | | | | | | 355,174 | | |
| John Stephens | | | | | 104,505 | | | | | | 135,000 | | | | | | 239,505 | | |
| MaryAnn Wright(5) | | | | | 21,311 | | | | | | 165,000 | | | | | | 186,311 | | |
| Name | | | RSU Awards (Vested / Unvested) (#) | | | Stock Option Awards (Exercisable / Unexercisable) (#) | |
| Erik Anderson | | | — / — | | | — / — | |
| Rainer Feurer | | | — / — | | | — / — | |
| Steven Goldberg | | | — / 15,700 | | | 787,003 / 181,617 | |
| David Jansen | | | — / 94,611 | | | 2,015,253 / 1,070,366 | |
| Aleksandra Miziolek | | | 6,952 / 29,607 | | | — / — | |
| Lesa Roe | | | 6,626 / 28,953 | | | — / — | |
| John Stephens | | | — / 15,700 | | | 127,279 / 254,558 | |
| MaryAnn Wright | | | 4,537 / 22,690 | | | — / — | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 33 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 (4): | | | Net Income (Loss) ($000) | | | Company Selected Measure (6) | | |||||||||||||||||||||
| | | | Summary Compensation Table Total | | | Compensation Actually Paid | | | Total Shareholder Return | | | Peer Group Total Shareholder Return (5) | | ||||||||||||||||||||||||||||||||||||||||||||||||
| Year (1) | | | PEO1 (2) | | | PEO2 (2) | | | PEO1 (3) | | | PEO2 (3) | | ||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | | | | | 3,214,558 | | | | | | 1,934,847 | | | | | | (685,383) | | | | | | (3,711,412) | | | | | | 1,968,670 | | | | | | (2,222,175) | | | | | | 18.96 | | | | | | 29.54 | | | | | | (9,555) | | | | | | N/A | | |
| 2021 | | | | | 1,418,557 | | | | | | — | | | | | | 2,850,046 | | | | | | — | | | | | | 2,753,846 | | | | | | 5,851,455 | | | | | | 65.22 | | | | | | 90.61 | | | | | | 18,092 | | | | | | N/A | | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 34 | |
| Year | | | Summary Compensation Table Total ($)(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 | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | | | | | 3,214,558 | | | | | | — | | | | | | — | | | | | | (2,873,759) | | | | | | 679,798 | | | | | | (1,406,831) | | | | | | — | | | | | | (299,149) | | | | | | — | | | | | | (685,383) | | |
| 2021 | | | | | 1,418,557 | | | | | | — | | | | | | — | | | | | | (981,783) | | | | | | 2,413,271 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | — | | | | | | 2,850,046 | | |
| PEO2 | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | | | | | 1,934,847 | | | | | | — | | | | | | — | | | | | | (1,436,876) | | | | | | 339,898 | | | | | | (3,751,550) | | | | | | — | | | | | | (797,730) | | | | | | — | | | | | | (3,711,412) | | |
| 2021 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Other NEOs (Average) (j) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | | | | | 1,968,670 | | | | | | — | | | | | | — | | | | | | (1,452,367) | | | | | | 319,193 | | | | | | (2,541,446) | | | | | | 101,978 | | | | | | (618,203) | | | | | | — | | | | | | (2,222,175) | | |
| 2021 | | | | | 2,753,846 | | | | | | — | | | | | | — | | | | | | (2,531,531) | | | | | | 5,629,139 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,851,455 | | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 35 | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 36 | |
| 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) | | | | | 27,056,152 | | | | | $ | 2.60 | | | | | | 31,700,467(3) | | |
| Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
| Total | | | | | 27,056,152 | | | | | $ | 2.60 | | | | | | 31,700,467(3) | | |
Name of Beneficial Owner | | | Number of Shares Beneficially Owned | | | Percentage of Shares Beneficially Owned | | ||||||
Greater than Five Percent Holders | | | | | | | | | | | | | |
Decarbonization Plus Acquisition Sponsor III LLC(1) | | | | | 15,757,353 | | | | | | 8.8% | | |
Riverstone Holdings LLC(2) | | | | | 16,242,465 | | | | | | 9.0% | | |
Pierre Lapeyre, Jr. (3) | | | | | 23,040,768 | | | | | | 12.8% | | |
David Leuschen(3) | | | | | 23,040,768 | | | | | | 12.8% | | |
Entities affiliated with Volta Energy Technologies, LLC(4) | | | | | 17,899,807 | | | | | | 10.4% | | |
Ford Motor Company(5) | | | | | 11,632,911 | | | | | | 6.7% | | |
BMW Holding B.V. (6) | | | | | 10,488,518 | | | | | | 6.1% | | |
Directors and Named Executive Officers | | | | | | | | | | | | | |
Douglas Campbell | | | | | 11,773,329 | | | | | | 6.8% | | |
David B. Jansen(7) | | | | | 2,386,485 | | | | | | 1.4% | | |
Jon Jacobs | | | | | — | | | | | | — | | |
Erik Anderson(8) | | | | | — | | | | | | — | | |
Rainer Feurer | | | | | — | | | | | | — | | |
Steven H. Goldberg(9) | | | | | 645,746 | | | | | | * | | |
Aleksandra Miziolek | | | | | — | | | | | | — | | |
Lesa Roe | | | | | — | | | | | | — | | |
John Stephens | | | | | — | | | | | | — | | |
Robert M. Tichio(10) | | | | | — | | | | | | — | | |
All Directors and Executive Officers as a Group (14 Individuals)(11) | | | | | 20,385,957 | | | | | | 11.3% | | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 37 | |
| Name of Beneficial Owner | | | Number of Shares Beneficially Owned | | | Percentage of Shares Beneficially Owned | | ||||||
| Greater than Five Percent Holders | | | | | | | | | | | | | |
| Pierre Lapeyre, Jr.(1) | | | | | 17,553,282 | | | | | | 9.5% | | |
| David Leuschen(2) | | | | | 17,430,862 | | | | | | 9.4% | | |
| Entities affiliated with Volta Energy Technologies, LLC(3) | | | | | 9,206,506 | | | | | | 5.2% | | |
| Ford Motor Company(4) | | | | | 11,632,911 | | | | | | 6.6% | | |
| BMW Holding B.V.(5) | | | | | 10,488,518 | | | | | | 5.9% | | |
| Directors and Named Executive Officers | | | | | | | | | | | | | |
| Erik Anderson(6) | | | | | 1,008,759 | | | | | | * | | |
| Rainer Feurer | | | | | — | | | | | | — | | |
| Steven Goldberg(7) | | | | | 903,601 | | | | | | * | | |
| David Jansen(8) | | | | | 3,022,442 | | | | | | 1.7% | | |
| Aleksandra Miziolek(9) | | | | | 26,129 | | | | | | * | | |
| Lesa Roe(10) | | | | | 25,639 | | | | | | * | | |
| John Stephens(11) | | | | | 442,984 | | | | | | * | | |
| MaryAnn Wright(12) | | | | | 9,075 | | | | | | * | | |
| Joshua Buettner-Garrett(13) | | | | | 5,294,446 | | | | | | 2.9% | | |
| Derek Johnson(14) | | | | | 1,267,079 | | | | | | * | | |
| James Liebscher(15) | | | | | 362,458 | | | | | | * | | |
| Kevin Paprzycki(16) | | | | | 472,637 | | | | | | * | | |
| Douglas Campbell(17) | | | | | 7,160,145 | | | | | | 4.0% | | |
| All Directors and Executive Officers as a Group (12 individuals)(18) | | | | | 12,835,249 | | | | | | 6.8% | | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 38 | |
Stockholder | | | Shares of Legacy Solid Power Series B Preferred Stock | | | Total Consideration Paid ($ in millions) | | ||||||
BMW Holding B.V.(1) | | | | | 2,746,853 | | | | | $ | 49.6 | | |
Ford Motor Company(2) | | | | | 1,662,879 | | | | | $ | 30.0 | | |
Volta Entities(3) | | | | | 2,381,673 | | | | | $ | 43.0 | | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 39 | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 40 | |
| | | | Year Ended December 31, | | |||||||||
| (amounts in thousands) | | | 2022 | | | 2021 | | ||||||
| Audit Fees(1) | | | | $ | 1,048 | | | | | $ | 1,130 | | |
| Audit-Related Fees | | | | | — | | | | | | — | | |
| Tax Fees | | | | | — | | | | | | — | | |
| Total Fees | | | | $ | 1,048 | | | | | $ | 1,130 | | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 41 | |
| | | Year Ended December 31, | | |||||||||
(amounts in thousands) | | | 2021 | | | 2020 | | ||||||
Audit Fees(1) | | | | $ | 1,130 | | | | | $ | 460 | | |
Audit-Related Fees | | | | | — | | | | | | — | | |
Tax Fees | | | | | — | | | | | | — | | |
Total Fees | | | | $ | 1,130 | | | | | $ | 460 | | |
| | ✓ | | | OUR BOARD AND THE AUDIT COMMITTEE RECOMMEND A VOTE “FOR” THE RATIFICATION OF ERNST & YOUNG, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 42 | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 43 | |
| | ✓ | | | OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR A FREQUENCY OF EVERY ONE YEAR AS THE FREQUENCY OF THE NON-BINDING ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION FOR OUR NAMED EXECUTIVE OFFICERS. | | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 44 | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 45 | |
| Proposals | | | | Board’s Recommendation | | | | Voting Standard | | | | Effect of Abstentions and Broker Non-Votes | | ||||
| 1 | | | | Election of the three nominees named in this proxy statement as Class II directors | | | | FOR EACH DIRECTOR NOMINEE | | | | Plurality of the shares present in person or represented by proxy and entitled to vote thereon. | | | | Abstentions and broker non-votes have no effect on the proposal. | |
| 2 | | | | Ratification of Ernst & Young, LLP as independent registered public accounting firm | | | | FOR | | | | Majority of votes cast. | | | | Abstentions have no effect on the proposal. No broker non-votes are expected on the proposal. | |
| 3 | | | | Frequency of future “Say-on-Pay” proposals on executive compensation | | | | FOR A FREQUENCY OF EVERY ONE YEAR | | | | The choice of frequency that receives the greatest number of votes cast will be considered the preference of our stockholders. | | | | Abstentions and broker non-votes have no effect on the proposal. | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 46 | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 47 | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 48 | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 49 | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 50 | |
| | | | | Notice of 2023 Annual Meeting and Proxy Statement | | | 51 | |