| 7. | What if I experience technical difficulties? |
If you encounter any technical difficulties accessing the proposals describedvirtual meeting during the check-in or meeting time, please call the technical support number posted on the Virtual Stockholder Meeting log in this Proxy Statement. In addition, following the formal portion of the meeting, managementpage. Technical support will be available to respond to questions from stockholders.
Q:What proposals are scheduled to be votedstarting at 7:45 a.m., Pacific Time on at the meeting?
A:Stockholders will be asked to vote on the following three proposals at the meeting:
1:to elect Henrik Fisker and Mark E. Hickson as Class III directors to serve for a term of three years or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal;
2:to approve, on a non-binding, advisory basis, the compensation of our named executive officers; and
3:to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31,August 30, 2023.
Q:Could matters other than Proposals One, Two, and Three be decided at the meeting?
A:Our bylaws require that we receive advance notice of any proposal to be brought before the meeting by stockholders of Fisker, and we have not received notice of any such proposals. If any other matter were to come before the meeting, the proxy holders appointed by our board of directors will have the discretion to vote on those matters for you.
Q:How does the board of directors recommend I vote on these proposals?
A:Our board of directors recommends that you vote your shares:
•"FOR ALL" the nominees to the board of directors (Proposal One);
•"FOR" the approval, on a non-binding, advisory basis, the compensation of our named executives. as described in this proxy statement (Proposal Two); and
•"FOR" the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 (Proposal Three).
Q:Who may vote at the Annual Meeting?
A:| 8. | Who is entitled to vote at the Special Meeting? |
Stockholders of record as of the close of business on April 10, 2023 (the "Record Date")the Record Date are entitled to receive notice of, to attend and participate, and to vote at the AnnualSpecial Meeting. At the close of business on the Record Date, there were 197,879,896210,834,088 shares of Class A common stockCommon Stock and 132,354,128 shares of Class B common stockCommon Stock outstanding and entitled to vote.
Stockholder of Record: Shares Registered in Your Name
If your shares are registered directly in your name with our transfer agent, Computershare Trust Company ("Computershare"(“Computershare”), you are considered the stockholder of record with respect to those shares, and the Notice or these proxy materials werewill be sent directly to you by Fisker.
Beneficial Owner of Shares Held in Street Name: Shares Registered in the Name of a Broker or Nominee
If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the "beneficial owner"“beneficial owner” of shares held in "street name"“street name” and the Notice or these proxy materials were forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the AnnualSpecial Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. Because you are not the stockholder of record, you may not vote your shares at the AnnualSpecial Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the AnnualSpecial Meeting. Beneficial owners must obtain a valid proxy from the organization that holds their shares and present it to Computershare at least three business (3) days in advance of the AnnualSpecial Meeting.
Q:How do I vote?
A.You may vote by mail or follow any alternative voting procedure (such as telephone or internet voting) described on your proxy card. To use an alternative voting procedure, follow the instructions on each Notice and/or proxy card that you receive. The procedures for voting are as follows:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may:
•vote by telephone or through the internet - in order to do so, please follow the instructions shown on your Notice or proxy card;
•vote by mail - if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign and date the enclosed proxy card and return it before the meeting in the pre-paid envelope provided; or
•vote in person at the Annual Meeting virtually - you may virtually attend and participate in the Annual Meeting online at www.virtualshareholdermeeting.com/FSR2023 and vote your shares electronically before the polls close during the Annual Meeting. To participate and vote in the Annual Meeting, you will need the control number included on your Notice of Internet Availability of Proxy Materials or proxy card.
Votes submitted by telephone or through the internet must be received by 11:59 p.m. Eastern Time, on June 5, 2023. Submitting your proxy, whether by telephone, through the internet or by mail if you request or received a paper proxy card, will not affect your right to vote in person should you decide to attend and participate in the meeting virtually.
Beneficial Owner: Shares Registered in the Name of a Broker or Other Nominee
If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to direct it how to vote your shares. Your vote is important. To ensure that your vote is counted, complete and mail the voting instruction card provided by your brokerage firm, bank, or other nominee as directed by your nominee. To electronically vote in person at the meeting online, you must obtain a legal proxy from your nominee. Follow the instructions from your nominee included with our proxy materials or contact your nominee to request a proxy form.
Your vote is important. Whether or not you plan to participate in the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted.
Q:How do I vote by internet or telephone?
A.If you wish to vote by internet or telephone, you may do so by following the voting instructions included on your Notice or proxy card. Please have each Notice or proxy card you received in hand when you vote over the internet or by telephone as you will need information specified therein to submit your vote. The giving of such a telephonic or internet proxy will not affect your right to vote in person (as detailed above) should you decide to attend the meeting.
The telephone and internet voting procedures are designed to authenticate stockholders' identities, to allow stockholders to give their voting instructions and to confirm that stockholders' instructions have been recorded properly.
Q:What shares can I vote?
A:Each share of Class A common stock and Class B common stock issued and outstanding as of the close of business on April 10, 2023 is entitled to vote on all items being voted on at the meeting. You may vote all shares owned by you as of April 10, 2023, including (1) shares held directly in your name as the stockholder of record, and (2) shares held for you as the beneficial owner in street name through a broker, bank, trustee, or other nominee.
Q:How many votes am I entitled to per share?
A:Each holder of shares of (i) Class A common stock is entitled to one vote for each share of Class A common stock held as the Record Date and (ii) Class B common stock is entitled to ten votes for each share of Class B common stock held as of the Record Date.
Q:What is the quorum requirement for the meeting?
A:The holders of a majority of the voting power of the shares of our Class A common stock and Class B common stock (voting together as a single class) entitled to vote at the Annual Meeting as of the Record Date must be present in person or represented by proxy at the Annual Meeting in order to hold the Annual Meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote in person at the Annual Meeting or if you have properly submitted a proxy.
Q:How are abstentions, votes to withhold and broker non-votes treated?
A:Abstentions (i.e. shares present at the Annual Meeting and marked "abstain") are deemed to be shares presented or represented by proxy and entitled to vote, and are counted for purposes of determining whether a quorum is present.
A broker non-vote occurs when the beneficial owner of shares fails to provide the broker, bank or other nominee that holds the shares with specific instructions on how to vote on any "non-routine" matters brought to a vote at the stockholders meeting. In this situation, the broker, bank or other nominee will not vote on the "non-routine" matter. Broker non-votes are counted for purposes of determining whether a quorum is present.
For Proposal One, "withhold" votes are treated as votes cast but will not prevent a candidate from being elected. Broker non-votes are not treated as votes cast and, therefore, will have no effect on the outcome of the vote. For Proposal Two and Proposal Three, abstentions are treated as shares present and entitled to vote for purposes of such proposal and, therefore, will have the same effect as a vote "against" the proposal. Broker non-votes will not count as votes cast for purposes of Proposal Two and Proposal Three.
Note that if you are a beneficial holder, brokers and other nominees will be entitled to vote your shares on "routine" matters without instructions from you. The only proposal that would be considered "routine" in such event is the proposal for the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 (Proposal Three). A broker or other nominee will not be entitled to vote your shares on any "non-routine" matters, absent instructions from you. This year, the "non-routine"
matters relate to the election of directors (Proposal One), and the non-binding, advisory stockholder vote relating to the compensation of our named executives (Proposal Two). Accordingly, we encourage you to provide voting instructions to your broker or other nominee whether or not you plan to attend the meeting.
Q:What is the vote required for each proposal?
A:The votes required to approve each proposal are as follows:
•Proposal One: Each director elected shall be elected by a plurality of the votes of the shares of our Class A common stock and Class B common stock (voting together as a single class) present in person or represented by proxy at the meeting and entitled to vote on the election of directors, meaning that the two individuals nominated for election to our board of directors at the Annual Meeting receiving the highest number of "FOR" votes will be elected.
•Proposal Two: The non-binding, advisory stockholder vote relating to the compensation of our named executive officers shall be approved if the number of votes of our Class A common stock and Class B common stock (voting together as a single class) cast "FOR" the proposal exceeds the number of votes "AGAINST" the proposal.
•Proposal Three: The appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 shall be ratified if the number of votes of our Class A common stock and Class B common stock (voting together as a single class) cast "FOR" the proposal exceeds the number of votes "AGAINST" the proposal.
Q:If I submit a proxy, how will it be voted?
A:When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, the shares will be voted in accordance with the recommendations of our board of directors as described above. If any matters not described in the Proxy Statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is postponed or adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have revoked your proxy instructions, as described below under "Can I change my vote or revoke my proxy?"
Q:What should I do if I get more than one proxy or voting instruction card?
A:Stockholders may receive more than one set of voting materials, including multiple copies of the proxy materials and multiple Notices, proxy cards or voting instruction cards. For example, stockholders who hold shares in more than one brokerage account may receive separate sets of proxy materials or one Notice for each brokerage account in which shares are held. Stockholders of record whose shares are registered in more than one name will receive more than one set of proxy materials. You should vote in accordance with all of the proxy cards and voting instruction cards you receive relating to our Annual Meeting to ensure that all of your shares are voted and counted.
Q:Can I change my vote or revoke my proxy?
A:You may change your vote or revoke your proxy at any time prior to the taking of the vote or the polls closing at the Annual Meeting.
If you are the stockholder of record, you may change your vote by:
•granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method);
•providing a written notice of revocation to Fisker’s Corporate Secretary at Fisker Inc., 1888 Rosecrans Avenue, Manhattan Beach, California 90266, prior to your shares being voted; or
•participating in the Annual Meeting and voting electronically online at www.virtualshareholdermeeting.com/FSR2023. Participation alone at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically vote during the meeting online at www.virtualshareholdermeeting.com/FSR2023.
Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to revoke a proxy, you must contact that firm to revoke any prior voting instructions.
Q:How can I attend the Annual Meeting in person?
A:There is no physical location for the Annual Meeting. You are invited to attend the Annual Meeting by participating online if you are a stockholder of record or a street name stockholder as of the Record Date. See, "How can I participate in the Annual Meeting?" below for more details. Please be aware that participating in the Annual Meeting will not, by itself, revoke a proxy. See, "Can I change my vote or revoke my proxy?" above for more details.
Q:How can I participate in the Annual Meeting?
A:The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend and participate in the Annual Meeting online and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/FSR2023. You will also be able to vote your shares electronically at the Annual Meeting. To participate and vote in the Annual Meeting, you will need the control number included on your Notice of Internet Availability of Proxy Materials or proxy card.
The meeting webcast will begin promptly at 8:00 a.m. Pacific Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 7:30 a.m. Pacific Time, and you should allow ample time for the check-in procedures. We plan to have a webcast replay which will be posted to the Investor Relations section of our website, which is located at https://investors.fiskerinc.com
Q:Can I submit questions prior to the meeting?
A:Yes, following the meeting, there will be an informal Q&A period as time permits. As a stockholder, you may submit questions to the Company in writing prior to 5:00 p.m. Eastern Time on Friday, June 2, 2023, by visiting our website at investors.fiskerinc.com, selecting Events & Presentations tab, selecting the "submit a question" link next to Annual General Meeting event (which will be available approximately two weeks before the meeting), and following the instructions provided.
Q:What if during the check-in time or during the meeting I have technical difficulties or trouble accessing the virtual meeting website?
A:If you encounter any technical difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number posted at www.virtualshareholdermeeting.com/FSR2023. Technical support will be available starting at 7:45 a.m., Pacific Time on June 6, 2023.
Q:Why is the Annual Meeting being held only online?
A:In addition to supporting the health and well-being of our stockholders, business partners, employees and board of directors, we also believe hosting our Annual Meeting virtually helps to expand access, facilitate stockholder attendance, reduce costs and enable improved communication. It also reduces the environmental impact of our Annual Meeting.
Q.How can I get electronic access to the proxy materials?
A:The Notice will provide you with instructions regarding how to:
•view our proxy materials for the meeting through the internet; and
•instruct us to send our future proxy materials to you electronically by email.
If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.
Q:Is there a list of stockholders entitled to vote at the Annual Meeting?
A:The names of stockholders of record entitled to vote will be available for inspection by stockholders of record for ten (10) days prior to the meeting and during the Annual Meeting. If you are a stockholder of record and want to inspect the stockholder list, please send a written request to our Corporate Secretary at secretary@fiskerinc.com to arrange for electronic access to the stockholder list.
Q:Who will tabulate the votes?
A:A representative of Broadridge Financial Solutions, Inc. will serve as the Inspector of Elections and will tabulate the votes at the Annual Meeting.
Q:Where can I find the voting results of the Annual Meeting?
A:We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting.
Q:I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
A:The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process is commonly referred to as "householding."
Brokers with account holders who are Fisker stockholders may be householding our proxy materials. A single set of proxy materials may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you notify your broker or Fisker that you no longer wish to participate in householding.
If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, you may (1) notify your broker, (2) direct your written request to: Investor Relations, Fisker Inc., 1888 Rosecrans Avenue, Manhattan Beach, California 90266 or (3) contact our Investor Relations department by email at fisker_ir@fiskerinc.com. Stockholders who receive multiple copies of the Proxy Statement or annual report at their address and would like to request householding of their communications should contact their broker. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the annual report and Proxy Statement to a stockholder at a shared address to which a single copy of the documents was delivered.
Q:What if I have questions about my Fisker shares or need to change my mailing address?
A:You may contact our transfer agent, Computershare Trust Company, by telephone at (800) 736-3001 or by email at web.queries@computershare.com or by U.S. mail at 462 South 4th Street, Suite 1600, Louisville, Kentucky 40202.
Q:Who is soliciting my proxy and paying for the expense of solicitation?
A:| 9. | Who is soliciting my vote pursuant to this Proxy Statement and who will bear the cost of this proxy solicitation? |
The proxy for the AnnualSpecial Meeting is being solicited on behalf of our board of directors. We will pay the cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. We may, on request, reimburse brokerage firms and other nominees for their expenses in forwarding proxy materials to beneficial owners. In addition to soliciting proxies by mail, we expect that our directors, officers and employees may solicit proxies in person or by telephone or facsimile. None of these individuals will receive any additional or special compensation for doing this, although we may reimburse these individuals for their reasonable out-of-pocket expenses. We do not expect to, but have the option to, retain a proxy solicitor. If you choose to access the proxy materials or vote via the Internet or by phone, you are responsible for any Internet access or phone charges you may incur.
Q:What| 10. | How can I vote my shares of Common Stock at the Special Meeting? |
You may vote by mail or follow any alternative voting procedure (such as telephone or internet voting) described on your proxy card. To use an alternative voting procedure, follow the instructions on each Notice and/or proxy card that you receive. The procedures for voting are as follows:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may:
vote by telephone or through the requirementsinternet - in order to propose actionsdo so, please follow the instructions shown on your Notice or proxy card;
4
vote by mail - if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign and date the enclosed proxy card and return it before the meeting in the pre-paid envelope provided; or
vote in person at the Special Meeting virtually - you may virtually attend and participate in the Special Meeting online at www.virtualshareholdermeeting.com/FSR2023SM and vote your shares electronically before the polls close during the Special Meeting. To participate and vote in the Special Meeting, you will need your 16-digit control number.
Votes submitted by telephone or through the internet must be received by 11:59 p.m. Eastern Time, on August 29, 2023. Submitting your proxy, whether by telephone, through the internet or by mail if you request or received a paper proxy card, will not affect your right to bevote in person should you decide to attend and participate in the meeting virtually.
Beneficial Owner: Shares Registered in the Name of a Broker or Other Nominee
If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to direct it how to vote your shares. Your vote is important. To ensure that your vote is counted, complete and mail the voting instruction card provided by your brokerage firm, bank, or other nominee as directed by your nominee. To electronically vote in person at the meeting online, you must obtain a legal proxy from your nominee. Follow the instructions from your nominee included inwith our proxy materials for next year’s annual meeting of stockholders, or our 2024 Annualcontact your nominee to request a proxy form.
Your vote is important. Whether or not you plan to participate in the Special Meeting, we urge you to vote by proxy to ensure that your vote is counted.
| 11. | What are my voting choices? |
You may vote “FOR” or for consideration at our 2024 Annual Meeting?
A:Requirements for stockholder proposals“AGAINST” or you may “ABSTAIN” from voting on any proposal to be considered for inclusionvoted on at the Special Meeting. Your shares will be voted as you specifically instruct. If you sign your proxy card without giving specific instructions on how your shares are to be voted at the Special Meeting, your shares will be voted in ouraccordance with the recommendation of the Board in favor of each Proposal presented at the Special Meeting.| 12. | Can I change or revoke my vote after I return my proxy card? |
You may change your vote or revoke your proxy materials for our 2024 Annual Meeting
:Our amended and restated bylaws provide that stockholders may present proposals for inclusion in our proxy statement by submitting their proposals in writingat any time prior to the
attentiontaking of
ourthe vote or the polls closing at the Special Meeting.If you are the stockholder of record, you may change your vote by:
granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method);
providing a written notice of revocation to Fisker’s Corporate Secretary at our principal executive office. Our current principal executive office is located atFisker Inc., 1888 Rosecrans Avenue, Manhattan Beach, California 90266. In addition, stockholder proposals must comply with90266, prior to your shares being voted; or
participating in the requirements of Rule 14a-8 underSpecial Meeting and voting electronically online at www.virtualshareholdermeeting.com/FSR2023SM. Participation alone at the Securities Exchange Act of 1934, as amended, or the Exchange Act, and related SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsoredSpecial Meeting will not cause your previously granted proxy materials. In order to be includedrevoked unless you specifically vote during the meeting online at www.virtualshareholdermeeting.com/FSR2023SM.
Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to revoke a proxy, you must contact that firm to revoke any prior voting instructions.
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| 13. | What vote is required for approval of the Proposals? |
The Bylaws provide that the holders of a majority in the proxy statement for our 2024 Annual Meeting, stockholder proposals must be received by our Corporate Secretary no later than December 29, 2023 and must otherwise comply with the requirements of Rule 14a-8voting power of the Exchange Act.
Requirements for stockholder proposals to be presented at our 2024 Annual Meeting:
Our amendedissued and restated bylaws provide that stockholders may present proposals to be considered at an annual meeting by providing timely notice to our Corporate Secretary at our principal executive office. To be timely for our 2024 Annual Meeting, our Corporate Secretary must receive the written notice at our principal executive office:
•not earlier than the close of business on February 7, 2024, and
•not later than the close of business on March 8, 2024.
If we hold our 2024 annual meeting of stockholders more than 30 days before or more than 60 days after June 6, 2024 (the one-year anniversary dateoutstanding shares of the Annual Meeting), then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received by our Corporate Secretary at our principal executive office:
•not earlier than the close of business on the 120th day prior to such annual meeting, and
•not later than the close of business on the later of (i) the 90th day prior to such annual meeting, or (ii) the tenth day following the day on which public announcementcapital stock of the date of such annual meeting is first made.
A stockholder’s noticeCompany and entitled to the Corporate Secretary must set forth as to each matter the stockholder proposes to bring before the annual meeting the information required by our amended and restated bylaws. If a stockholder who has notified Fisker of such stockholder’s intention to present a proposal at an annual meeting does not appear to present such stockholder’s proposal at such meeting, Fisker does not need to present the proposal for vote at such meeting. In addition, shareholders who intend to solicit proxiesthe Special Meeting, present in support of director nominees other than the company’s nominees must comply with the additional requirements of Rule 14a-19(b).
Human Capital Management
Our employees are critical to our success. As of April 10, 2023, we had 905 employees. We have a proven and experienced leadership team, having been involved in numerous electric car development programs with decades of auto industry and business experience. Prior to joining our Company, many of our employees had prior experience developing and manufacturing electric cars. None of our employees are eitherperson or represented by proxy, constitute a labor union or subject to a collective bargaining agreement.
Talent, Acquisition, Engagement, Development and Retention
As a rapidly growing business, we rely on the success of our recruitment efforts to attract and retain technically skilled people who can support our ongoing innovation and expansion. We are inclusive in our hiring practices focusing on the best talentquorum for the role, welcoming all genders, nationalities, ethnicities, abilities and other dimensions of diversity.
We aim to provide our employees with advanced professional and development skills so that they can perform effectively in their roles and build their capabilities and career prospects for the future.
Diversity and Inclusion
We firmly believe that working in a culture focused on diversity, equity and inclusion spurs innovation, creates healthy and high-performing teams, and delivers superior customer experiences. We aim to provide equal opportunity for all employees and we believe no employee should be discriminated against due to race, color, religion, gender, gender identity, gender expression, sexual orientation, ancestry, national origin, age, marital or veteran status, or disability. Even the composition of our board is a reflection of our commitment to diversity and inclusion.
Board Diversity Matrix
| | | | | | | | | | | | | | |
BOARD SIZE: 8 directors | | | | |
| GENDER | | FEMALE | | MALE |
| Number of Directors based on gender identity | | 3 | | 5 |
| NUMBER OF DIRECTORS WHO SELF-IDENTIFY IN ANY CATEGORY BELOW | | | | |
| African American or Black | | — | | 2 |
| Hispanic or Latinx | | — | | — |
| White or Caucasian | | 2 | | 3 |
| Asian | | 1 | | — |
Environment, Social, and Governance ("ESG")
People and Planet First
Fisker was founded on the principle of People & Planet First, which is now deeply embedded across all business functions at Fisker. Fisker’s foundational purpose in environmental, social and governance ("ESG"), coupled with a fierce requisite for innovation, creates more than forward-thinking, future-based forward vehicles: it creates a Fisker mentality. This unique culture challenges all traditional decisions to push sustainability further.
Board Oversight
The Board of Directors maintains oversight of critical ESG materials. We have an ESG Advisory Council, comprised of non-company ESG leaders, our head of ESG, and chaired by our company CEO. This Council helps shape our strategy, specific actions and commitments and works with us to engage in dialogue with NGOs and other stakeholders on critical civic issues.
We also have a Director of ESG who leads our internal ESG governance structure, including a leadership planning team that holds weekly meetings and a monthly executive management strategy team.
Diversity Statement
Fisker’s commitment to diversity begins at the highest level, starting with the Board of Directors. Our eight-person board includes three women and three minority members and incorporates a diversity strategy in board succession planning. The Board of Directors also oversees the Company’s diversity programs and targets, including diversity recruitment goals.
ESG Summary
The Fisker business model radically changes what it means to be an original equipment manufacturer in the automotive industry. Our commitment to beauty, innovation and clean mobility drives every facettransaction of business at Fisker. While our first vehicle is in the final stages of post-production, we have already implemented the following initiatives:
Life Cycle Assessment: Our Fisker Ocean Life Cycle Assessment ("LCA") is structured by environmental management frameworks, such as ISO 14040, and ISO 14067, as well as the Product Life Cycle Accounting and Reporting Standard published by the GHG Protocol. Considerations within each phase of the full life cycle of the vehicleSpecial Meeting. Shares that are measured, discussed and analyzed, and results of calculations are plannedauthorized to be released later in 2023. The results ofvoted on or to abstain on any matter presented at the LCA informs our progress towards our aspirational goal of a climate-neutral vehicle by 2027.
UN Global Compact: In November 2021, we became a signatory and participant of the United Nations Global Compact ("UNGC"), aligning with internationally accepted principles regarding human rights, labor, the environment, and anti-corruption. In the fourth quarter of 2022, we met the Communication of Progress ("COP") requirements based on the United Nations Global Compact 10 principles.
SASB: We use Sustainability Accounting Standards Board ("SASB") requirements to measure and will report our vehicles and related metrics.
Environmental and Social Policies: We have set strong performance standards both internally and for our supply chain through our policies such as our Labor and Human Rights Policy, Environmental Policy and Responsible Supplier Policy.
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
We have a strong commitment to good corporate governance practices. These practices provide an important framework within which our board of directors, its committees and our management can pursue our strategic objectives in order to promote the interests of our stockholders.
Corporate Governance Guidelines
Our board of directors has adopted Corporate Governance GuidelinesSpecial Meeting, or that set forth expectations for directors, director independence standards, board committee structure and functions and other policies for the governance of our Company. Our Corporate Governance Guidelines are available without charge on the Investor Relations section of our website, which is located at https://investors.fiskerinc.com by clicking on "Governance Documents" in the "Governance" section of our website. Our Corporate Governance Guidelines are subject to modification from time to time by our board of directors pursuant to the recommendations of our nominating and corporate governance committee.
Board Leadership Structure
Our Corporate Governance Guidelines provide that our board of directors shall be free to choose its Chairperson in any way that it considers in the best interests of our Company, and that our nominating and corporate governance committee periodically considers the leadership structure of our board of directors and makes such recommendations to our board of directors with respect thereto as appropriate. In addition, our Corporate Governance Guidelines provide that, when the positions of Chairperson and Chief Executive Officer are held by the same person, our board of directors will designate a Lead Independent Director. We established a Lead Independent Director role with broad authority and responsibility, as described further below. The independent members of the board of directors also meet in executive session without management, which provides the board of directors with the benefit of having the perspective of independent directors. The Lead Independent Director chairs these meetings.
Henrik Fisker is the Chairman of our board of directors and our President and Chief Executive Officer. This allows the board of directors to benefit from Mr. Fisker’s in-depth knowledge of our business and industry, and his ability to effectively identify strategic priorities and formulate and implement strategic initiatives. Mr. Fisker founded and has led Fisker since its inception. As President and Chief Executive Officer, Mr. Fisker is also intimately involved in our day-to-day operations and is thus in a position to elevate the most critical business issues for consideration by the board of directors. The board of directors believes that Mr. Fisker’s strategic vision for the business, his in-depth knowledge of our operations, the EV industry, and his experience serving as the Chairman of the board and Chief Executive Officer since the inception of Fisker's predecessor entity ("Legacy Fisker") make him well qualified to serve as both Chairman of the board and Chief Executive Officer. Our independent directors bring experience, oversight and expertise from outside of our Company, while Mr. Fisker brings company-specific experience and expertise. Our board of directors believes that Mr. Fisker's combined role enables strong leadership, creates clear accountability, and enhances our ability to communicate our message and strategy clearly and consistently to stockholders. Accordingly, our board of directors has determined that the combined role of Chairman and Chief Executive Officer with a strong lead independent director provides balance and is the best leadership structure for usstockholders who are present at the current timeSpecial Meeting, are counted as present and entitled to vote and are therefore included for purposes of determining whether a quorum is present at the Special Meeting. If you hold your Class A Common Stock or Class B Common Stock through a broker, the broker may be prevented from voting shares held in your brokerage account if you have not given the best interests of our Company and our stockholders.
Lead Independent Director
William R. McDermott has served as our Lead Independent Director since March 2021. The responsibilities of the Lead Independent Director include:
•presiding at executive sessions of independent directors;
•serving as a liaison between the Chairperson and the independent directors;
•consulting with the Chairperson regarding the information sent to our board of directors in connection with its meetings;
•having the authority to call meetings of our board of directors and meetings of the independent directors;
•being available under appropriate circumstances for consultation and direct communication with stockholders;
•encouraging direct dialogue between all directors (particularly those with dissenting views) and management; and
•performing such other functions and responsibilities as requested by our board of directors from time to time.
Our Board of Directors’ Role in Risk Oversight
One of the key functions of our board of directors is informed oversight of our risk management process. Although our board of directors does not have a standing risk management committee, it administers this oversight function directly through the board of directors as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. Areas of focus include economic, operational, financial (accounting, credit, investment, liquidity and tax), competitive, legal, regulatory, cybersecurity, privacy, compliance and reputational risks, and more recently, risk exposures related to COVID-19 and the outbreak of the conflict in Ukraine. The risk oversight responsibility of our board of directors and its committees is supported by our management reporting processes, which are designed to provide visibility to our board of directors and to our personnel who are responsible for risk assessment and information about the identification, assessment and management of critical risks, and our management’s risk mitigation strategies.
Our audit committee is responsible for reviewing and discussing our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policiesbroker voting instructions with respect to risk assessment and risk management. The audit committee also monitors compliance with legal and regulatory requirements and assists our board of directorsyour shares (resulting in fulfilling its oversight responsibilities with respectwhat is referred to risk management. Our nominating and corporate governance committee assesses risks relatedas a “broker non-vote”). Thus, it is important that you vote your shares to our corporate governance practices,ensure that they are represented on all matters presented at the independence of our board of directors and monitors the effectiveness of our governance guidelines. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.
We believe this division of responsibilities is an effective approach for addressing the risks we face and that our board leadership structure supports this approach.
Independence of Directors; Controlled Company Exemption
Our board of directors has determined thatSpecial Meeting. For each of the members of our board of directors other than Mr. Fisker and Dr. Gupta-Fisker is "independent" as defined under the listing rules of the NYSE, and our board of directors consists of a majority of "independent directors," as defined under the rules of the SEC and NYSE listing rules relating to director independence requirements. Our board of directors has also determined that all members of our audit committee, compensation committee and nominating and corporate governance committee are independent and satisfy the relevant SEC and NYSE independence requirements for such committees.
In addition, audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in such member’s capacity as a member of the audit committee, the board of directors or any other board committee (i) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (ii) be an affiliated person of the listed company or any of its subsidiaries.
Henrik Fisker and Dr. Geeta Gupta-Fisker control a majority of the voting power of our outstanding capital stock. As a result, we are a "controlled company" under NYSE rules. As a controlled company, we are exempt from certain NYSE corporate governance requirements, including those that would otherwise require our board of directors to have a majority of independent directors and require that we either establish compensation and nominating and corporate governance committees, each comprised entirely of independent directors, or otherwise ensure that the compensation of our executive officers and nominees for directors are determined or recommended to the board of directors by the independent members of the board of directors. While we do not currently intend to rely on any of these exemptions, we will be entitled to do so for as long as we are considered a "controlled company," and to the extent we rely on one or more of these exemptions, holders of our capital stock will not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements.
Committees of Our Board of Directors
Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below. Each of these committees has a written charter approved by our board of directors. Copies of the charters for each committee are available on the Investor Relations section of our website, which is located at https://investors.fiskerinc.com by clicking on "Governance Documents" in the "Governance" section of our website. Members serve on these committees until (i) they resign from their respective committee, (ii) they no longer serve as a director or (iii) as otherwise determined by our board of directors.
Audit Committee
Our audit committee consists of Wendy J. Greuel, Mark E. Hickson and William R. McDermott, with Wendy J. Greuel serving as audit committee chairperson. The board of directors has determined that Wendy J. Greuel, Mark E. Hickson and William R. McDermott each meet the requirements for independence and financial literacy under the current NYSE listing standards and SEC rules and regulations, including Rule 10A-3. In addition, the board of directors has determined that Ms. Greuel, Mr. Hickson and Mr. McDermott each qualifies as an "audit committee financial expert" within the meaning of Item 407(d) of Regulation S-K promulgated under the Securities Act. This designation does not impose any duties, obligations, or liabilities that are greater than are generally imposed on members of the audit committee and the board of directors. The audit committee is responsible for, among other things:
•selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;
•helping to ensure the independence and overseeing the performance of the independent registered public accounting firm;
•reviewing and discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, our interim and year-end operating results;
•reviewing our financial statements and critical accounting policies and estimates;
•reviewing the adequacy and effectiveness of our internal controls;
•developing procedures for employees to submit concerns anonymously about questionable accounting, internal accounting controls, or audit matters;
•overseeing our policies on risk assessment and risk management;
•overseeing compliance with our code of business conduct and ethics;
•reviewing related party transactions; and
•approving or, as permitted, pre-approving all audit and all permissible non-audit services to be performed by the independent registered public accounting firm.
The audit committee operates under a written charter, which satisfiesproposals, the applicable rulesvoting standard, the Board’s recommendation, and treatment of the SECabstentions and the listing standards of NYSE, and which is available on our website. All audit services to be provided to us and all permissible non-audit services to be provided to us by our independent registered public accounting firm will be approved in advance by the audit committee.
Compensation Committee
Our compensation committee consists of Nadine I. Watt and Roderick K. Randall. Ms. Watt is the chairperson of the compensation committee. The board of directors has determined that the composition of the compensation committee meets the requirements for independence under the current NYSE listing standards and SEC rules and regulations. Each member of the committee is a non-employee director,broker non-votes are as defined in Rule 16b-3 promulgated under the Exchange Act. The compensation committee is responsible for, among other things:
•reviewing, approving and determining, or making recommendations to the board of directors regarding, the compensation of our executive officers, including the Chief Executive Officer;
•making recommendations regarding non-employee director compensation to our full board of directors;
•administering our equity compensation plans and agreements with our executive officers;
•reviewing, approving and administering incentive compensation and equity compensation plans; and
•reviewing and approving our overall compensation philosophy.
The compensation committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of NYSE, and which is available on our website.
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee consists of Mitchell S. Zuklie and Mark E. Hickson. Mr. Zuklie is the chairperson of the nominating and corporate governance committee. The board of directors has determined that the composition of the nominating and corporate governance committee will meet the requirements for independence under the current NYSE listing standards and SEC rules and regulations. The nominating and corporate governance committee is responsible for, among other things:
•identifying, evaluating and selecting, or making recommendations to the board of directors regarding nominees for election to the board of directors and its committees;
•considering and making recommendations to the board of directors regarding the composition of the board of directors and its committees;
•developing and making recommendations to the board of directors regarding corporate governance guidelines and matters;
•overseeing our corporate governance practices;
•overseeing the evaluation and the performance of the board of directors and individual directors; and
•contributing to succession planning.
The nominating and corporate governance committee operates under a written charter, which satisfies the applicable rules of the SEC and the NYSE listing standards and is available on our website.
Compensation Committee Interlocks and Insider Participation
None of the members of the compensation committee is or has been at any time one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board or compensation committee (or other board of directors committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving as a member of the board or compensation committee.
Board and Committee Meetings and Attendance
Our board of directors and its committees meet regularly throughout the year, and also hold special meetings and act by written consent from time to time. The board of directors met three times during the fiscal year ended December 31, 2022. The audit committee met four times during the fiscal year ended December 31, 2022. The compensation committee met four times during the fiscal year ended December 31, 2022. The nominating and corporate governance committee met three times during the fiscal year ended December 31, 2022.
During 2022, each member of our board of directors attended at least 75% of the aggregate of all meetings of our board of directors and of all meetings of committees of our board of directors on which such member served that were held during the period in which such director served.
Board Attendance at Annual Meeting of Stockholders
Our policy is to invite and encourage each member of our board of directors to be present at our annual meetings of stockholders. In 2022, all of our directors attended our annual meeting of stockholders.
Communication with Directors
Stockholders and interested parties who wish to communicate with our board of directors, non-management members of our board of directors as a group, a committee of our board of directors or a specific member of our board of directors (including our Chairperson or Lead Independent Director) may do so by letters addressed to the attention of our Corporate Secretary.
All communications are reviewed by the Corporate Secretary and provided to the members of our board of directors as appropriate. Unsolicited items, sales materials, abusive, threatening or otherwise inappropriate materials and other routine items and items unrelated to the duties and responsibilities of our board of directors will not be provided to directors.
The address for these communications is:
Fisker Inc.
1888 Rosecrans Avenue
Manhattan Beach, California 90266
Attn: Corporate Secretary
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics that applies to all of the members of our board of directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our Code of Business Conduct and Ethics is posted on the Investor Relations section of our website, which is located at https://investors.fiskerinc.com by clicking on "Governance Documents" in the "Governance" section of our website. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our website at the location specified above.
NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS
Nomination to the Board of Directors
Candidates for nomination to our board of directors are selected by our board of directors based on the recommendation of our nominating and corporate governance committee in accordance with its charter, our amended and restated certificate of incorporation and amended and restated bylaws, our Corporate Governance Guidelines and the criteria approved by our board of directors regarding director candidate qualifications. In recommending candidates for nomination, our nominating and corporate governance committee considers candidates recommended by directors, officers, employees, stockholders and others, using the same criteria to evaluate all candidates.
Additional information regarding the process for properly submitting stockholder nominations for candidates for nomination to our board of directors is set forth above under "Requirements for Stockholder Proposals to be considered for inclusion in our proxy materials for our 2024 Annual Meeting" and "Requirements for Stockholder Proposals to be presented at our 2024 Annual Meeting."
Director Qualifications
With the goal of developing a diverse, experienced and highly qualified board of directors, our nominating and corporate governance committee is responsible for developing and recommending to our board of directors the desired qualifications, expertise and characteristics of members of our board of directors, including any specific minimum qualifications that the committee believes must be met by a committee-recommended nominee for membership on our board of directors and any specific qualities or skills that the committee believes are necessary for one or more of the members of our board of directors to possess.
Because the identification, evaluation and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors, and will be significantly influenced by the particular needs of our board of directors from time to time, our board of directors has not adopted a specific set of minimum qualifications, qualities or skills that are necessary for a nominee to possess, other than those that are necessary to meet U.S. legal, regulatory and NYSE listing requirements and the provisions of our amended and restated certificate of incorporation and amended and restated bylaws, our Corporate Governance Guidelines and the charters of the committees of our board of directors. When considering nominees, our nominating and corporate governance committee may take into consideration many factors including, among other things, a candidate’s independence, integrity, diversity, skills, financial and other expertise, breadth of experience, knowledge about our business or industry and ability to devote adequate time and effort to responsibilities of our board of directors in the context of its existing composition. Our board of directors does not have a formal policy with respect to diversity and inclusion; however, it affirms the value placed on diversity within our company. Through the nomination process, our nominating and corporate governance committee seeks to promote board membership that reflects a diversity of business experience, expertise, viewpoints, personal backgrounds and other characteristics that are expected to contribute to our board of directors’ overall effectiveness. Further, our board of directors is committed to actively seeking highly qualified women and individuals from minority groups to include in the pool from which new candidates are selected. The brief biographical description of each director set forth in "Proposal One: Election of Directors" below includes the primary individual experience, qualifications, attributes and skills of each of our directors that led to the conclusion that each director should serve as a member of our board of directors at this time.
PROPOSAL ONE: ELECTION OF DIRECTORS
Our board of directors currently consists of eight directors and is divided into three classes, with staggered three-year terms, pursuant to our amended and restated certificate of incorporation and our amended and restated bylaws. Directors in Class I will stand for election at the Annual Meeting. The terms of office of directors in Class I and Class II expire at our Annual Meetings of Stockholders to be held in 2024 and 2025, respectively. At the recommendation of our nominating and corporate governance committee, our board of directors proposes that each of the two Class III nominees named below, each of whom is currently serving as a director in Class III, be elected as a Class III director for a three-year term expiring at our 2026 Annual Meeting of Stockholders or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal.
Shares represented by proxies will be voted "FOR" the election of each of the three nominees named below, unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than three directors. Stockholders may not cumulate votes for the election of directors.
Nominees to Our Board of Directors
The nominees and their ages, occupations and lengths of service on our board of directors as of April 10, 2023 are provided in the table below and in the additional biographical descriptions set forth in the text below the table.
| | | | | | | | | | | | | | | | | | | | |
Name | | Age | | Position | | Director Since |
Henrik Fisker | | 59 | | Chairman of the Board and Director Nominee | | October 2020 (1)
|
Mark E. Hickson (2)
| | 56 | | Director and Director Nominee | | October 2020 (1)
|
_______________
(1) Board members Fisker and Hickson served as directors of Legacy Fisker since September 2016 and July 2020, respectively.
(2)Member of our audit committee and our nominating and corporate governance committee.
Henrik Fiskerhas served as Chairman of the board of directors and as our Chief Executive Officer since October 2020 and prior to this, served as Chief Executive Officer of Legacy Fisker since September 2016 and as President since October 2020, and he is married to Dr. Geeta Gupta-Fisker, his co-founder and our Chief Financial Officer, Chief Operating Officer and a member of our board of directors. Although Mr. Fisker spends significant time with Fisker and is highly active in our management, he does not devote his full time and attention to Fisker. Since 2013, Mr. Fisker has served as Managing Member of HF Design LLC, or HF Design. Mr. Fisker served as a Senior Advisor at McKinsey & Company where he worked from 2013 to 2016. In addition, from 2015 to 2017, he served as the Chief of Product and Design of VLF Automotive, LLC, which he co-founded. From 2007 to 2011, Mr. Fisker served as Chief Executive Officer and Chief Design Officer of Fisker Automotive, Inc., which he co-founded, and he served as Executive Chairman from 2012 to 2013. In 2013, Fisker Automotive, Inc. voluntarily filed for Chapter 11 bankruptcy with the United States Bankruptcy Court for the District of Delaware after Mr. Fisker had stepped down as its Executive Chairman. Prior to that, from 2000 to 2005, Mr. Fisker served as Creative Director at Ford Motor Company and Design Director at Aston Martin Lagonda Ltd, which was a subsidiary of Ford Motor Company at the time. He was also the Designer at Bayerische Flugzeugwerke AG, or BMW, from 1999 to 2000. Mr. Fisker holds a Bachelor of Science in Automotive Design from the ArtCentre College of Design, California. We believe that Mr. Fisker is qualified to serve as a director because of his operational and historical expertise gained from serving as our Chief Executive Officer, and his extensive professional and educational experience in the automotive industry.
Mark E. Hicksonhas served on our board of directors since October 2020 and prior to this, served as a director of Legacy Fisker since July 2020. Since 2012, Mr. Hickson has served as the Executive Vice President of Corporate Development, Strategy, Quality & Integration at NextEra Energy, Inc., a public company. Mr. Hickson also serves as the Executive Vice President of Corporate Development, Strategy, Quality & Integration at NextEra Energy Partners, LP, an affiliate of NextEra Energy, Inc., and Mr. Hickson serves on its board of directors. Previously, Mr. Hickson served as a Managing Director of Global M&A in the Global Energy & Power Group at Merrill Lynch & Co. Mr. Hickson holds a Bachelor of Science in Aerospace Engineering from Texas A&M University, and a Master of Business Administration, Finance from Columbia University, New York. We believe that Mr. Hickson’s extensive executive and professional experience in the energy industry qualify him to serve as a director.
Continuing Directors
The directors who are serving for terms that end following the Annual Meeting and their ages, occupations and lengths of service on our board of directors as of April 10, 2023 are provided in the table below and in the additional biographical descriptions set forth in the text below the table.
| | | | | | | | | | | | | | | | | | | | |
Name | | Age | | Position | | Director Since |
Class I Directors: | | | | | | |
Wendy J. Greuel (1)
| | 61 | | Director | | October 2020 (4)
|
Roderick K. Randall (2)
| | 64 | | Director | | October 2020 (4)
|
Mitchell S. Zuklie (3)
| | 53 | | Director | | March 2021 (4)
|
Class II Directors: | | | | | | |
Dr. Geeta Gupta-Fisker | | 48 | | Director | | October 2020 (4)
|
Nadine I. Watt (2)
| | 54 | | Director | | October 2020 (4)
|
William R. McDermott (1)
| | 61 | | Director | | October 2020 (4)
|
_____________(1)Member of our audit committee
(2)Member of our compensation committee
(3) Member of our nominating and corporate governance committee
(4) Board member Gupta-Fisker has served as a director of Legacy Fisker since September 2016. Board Member Randall has served as a director of Legacy Fisker since March 2018. Board members Greuel and Watt have served as directors of Legacy Fisker since June 2020. Board Member McDermott has served as a director of Legacy Fisker since October 2020
Dr. Geeta Gupta-Fisker has served as our Chief Financial Officer and as a member of the board of directors since October 2020 and as Chief Operating Officer since March 2021. Prior to this, Dr. Gupta-Fisker served as a director and Chief Financial Officer of Legacy Fisker since September 2016, and she is married to Henrik Fisker, her co-founder and our Chief Executive Officer and Chairman of our board of directors. Prior to founding Fisker, Dr. Gupta-Fisker served as an Entrepreneur and Investment Manager for the Fisker family from 2014 to 2020. Previously, Dr. Gupta-Fisker served as an Investment Advisor at the Alfred Mann Foundation from 2013 to 2014. Dr. Gupta-Fisker holds a Bachelor’s Degree in Zoology/Animal Biology from Maitrey College, New Delhi, India, a Master’s Degree in Biotechnology from the University of Kent, United Kingdom, a Doctor of Philosophy, Ph.D., in Biotechnology/Organic Chemistry from the University of Cambridge, United Kingdom, where she was an EPSRC Postdoctoral Research Newton Fellow. We believe that Dr. Gupta-Fisker is qualified to serve as a director because of her historical expertise gained from serving as our Chief Financial Officer, Chief Operating Officer and her financial and investing experience.
Nadine I. Watt has served on our board of directors since October 2020 and prior to this, served as a director of Legacy Fisker since June 2020. Ms. Watt has served as the Chief Executive Officer of Watt Companies, Inc. since December 2019 and as the Chief Executive Officer of Watt Capital Partners since June 2022. She previously served as President from 2011 to 2019. She joined Watt Companies, Inc. in 2000 as an asset and project manager and she has served in various positions of increasing responsibility culminating in her current role as Chief Executive Officer. In addition, Ms. Watt has served as the Chair of the Los Angeles Business Council since 2015. She previously served on the board of two publicly traded companies: 1st Century Bancshares, Inc., from May 2008 until 2017 and The New Home Company Inc., from 2009 to 2018. Ms. Watt received her Bachelor of Science in Foreign Service from the Georgetown University School of Foreign Service, Washington D.C. and her Master of Arts from the School of Cinematic Arts at the University of Southern California. We believe that Ms. Watt is qualified to serve as a director because of her extensive experience in management and her prior service on a number of public company boards, which provides an important perspective on operations and corporate governance matters.
William R. McDermott has served as a member of the board of directors since October 2020 and prior to this, served as a director of Legacy Fisker since October 2020. Previously, Mr. McDermott has served as the Chief Executive Officer of ServiceNow, Inc., a public digital workflow company, since November 2019. From 2010 through 2014, Mr. McDermott served as Co-Chief Executive Officer, and from 2014 until October 2019, as sole Chief Executive Officer, of SAP SE, or SAP, a multinational software company providing enterprise software. Mr. McDermott joined SAP in 2002 as Chief Executive Officer of SAP America, Inc., and served on the SAP Executive Board from 2008 until October 2019. Prior to joining SAP, Mr. McDermott served as Executive Vice President of Worldwide Sales and Operations at Siebel CRM Systems, Inc. from 2001 to 2002 and served as President of Gartner, Inc. from 2000 to 2001. Mr. McDermott also serves as a member of the board of directors of ServiceNow, Inc. and Zoom Video Communications, Inc. Mr. McDermott holds a Bachelor’s Degree from Dowling College, New York, a Master of Business Administration from Northwestern University’s Kellogg School of Management and participated in the Executive Development Program of the Wharton School, University of Pennsylvania. We believe Mr. McDermott is qualified to serve as a director because of his extensive executive experience in the technology industry, including his leadership experience with a leading global business, as Chief Executive Officer, and his service on a number of public company boards which provides an important perspective on operations, finance and corporate governance.
Wendy J. Greuel has served on our board of directors since October 2020 and prior to this, served as a director of Legacy Fisker since June 2020. Since 2013, Ms. Greuel has served as a consultant to the Discovery Cube Science Center. In addition, Ms. Greuel has served as Executive in Residence and Strategic Advisor at the David Nazarian College of Business and Economics (DNCBE), California State University Northridge (CSUN), since 2016. Previously, Ms. Greuel served as the Controller for the City of Los Angeles from 2009 to 2013. Ms. Greuel holds a Bachelor of Arts in Political Science from the University of California, Los Angeles. We believe that Ms. Greuel’s extensive executive and professional experience as a business consultant qualify her to serve as a director.
Roderick K. Randall has served on our board of directors since October 2020 and prior to this, served as a director of Legacy Fisker since March 2018. Since 2010, Mr. Randall has been an Executive Partner at Siris Capital Group, LLC, a private equity firm focused on taking private public technology companies and spinouts of major corporations. Mr. Randall currently serves on the boards of the following private companies: MagLev Aero, Inc., and Mavenir Systems, Inc. He is also a member of the board of Trustees at Vaughn College of Aeronautics and Technology, a private college in East Elmhurst, New York, specializing in aviation and engineering education. Mr. Randall holds a Bachelor of Electrical Engineering with Highest Honor from The Georgia Institute of Technology, and a Master of Sciences in Electrical Engineering and Computer Science from the University of California, Berkeley. We believe that Mr. Randall is qualified to serve as a director because of his extensive experience in the technology industry, his experience as a venture capitalist and his service on multiple boards of various technology companies.
Mitchell S. Zuklie has served as Chairman and Chief Executive Officer of Orrick, Herrington & Sutcliffe LLP since 2012 where he is a partner. As a corporate lawyer with approximately 25 years of experience representing public and private companies with structuring, negotiating and managing sophisticated securities and corporate transactional matters, he has extensive experience with federal and state securities laws, public debt and equity financings, mergers and acquisitions, corporate venture transactions, joint ventures and strategic alliances, emerging company formation and management, and corporate governance matters. He serves on the Boards of the Leadership Council for Legal Diversity and the Berkeley Center for Law and Business and the Advisory Boards of the Stanford Law School Center on the Legal Profession and the Harvard Law School Center on the Legal Profession. He is also a member of the Board of the Wild Salmon Center. Mr. Zuklie holds a Juris Doctorate from the University of California, Berkeley School of Law, and a Bachelor of Arts degree from Bowdoin College. We believe Mr. Zuklie’s legal and business background including his management experience, qualify him to serve on our board of directors.
Dr. Geeta Gupta-Fisker, one of our directors, is married to Henrik Fisker, one of our directors. There are no other family relationships among our directors or executive officers.
Director Compensation
Director Compensation Table
The following table provides information concerning compensation awarded to, earned by and paid to each person who served as a non-employee member of our board of directors during the fiscal year ended December 31, 2022. Mr. Fisker and Dr. Gupta-Fisker are not included in the table below, as they are employed as our Chief Executive Officer, and Chief Financial Officer and Chief Operating Officer, respectively, and receive no compensation for their service as directors. The compensation received by each of Mr. Fisker and Dr. Gupta-Fisker as an employee is shown in "Executive Compensation-Summary Compensation Table" below.
| | | | | | | | | | | | | | | | | | | | |
| Name | | Fees Earned or Paid in Cash ($) | | Awards ($) (1), (2) | | Total ($) |
| Wendy J. Greuel | | 25,000 | | 232,028 | | 257,028 |
| Mark E. Hickson | | 15,000 | | 232,028 | | 247,028 |
| William R. McDermott | | 35,000 | | 232,028 | | 267,028 |
| Roderick K. Randall | | 7,500 | | 232,028 | | 239,528 |
| Nadine I. Watt | | 18,000 | | 232,028 | | 250,028 |
| Mitchell S. Zuklie | | 10,000 | | 232,028 | | 242,028 |
_______________
(1)The amounts reported in this column represent the aggregate grant date fair value for financial statement reporting purposes of restricted stock units granted in 2022, as determined in accordance with FASB ASC Topic 718. These amounts reflect our accounting expense for these restricted stock units and stock options and do not represent the actual economic value that may be realized by each non-employee director. There can be no assurance that these amounts will ever be realized. For information on the assumptions used in valuing these awards, refer to Note 15 to the historical financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. As required by the SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.
(2) Our non-employee directors held the following number of stock options as of December 31, 2022:
follows: | | | | | | | | |
NameVoting Item | | Board
Recommendation | | Voting Standard | | Treatment of
Abstentions | | Expected
Treatment of
Broker Non-Votes |
| Proposal 1 - Stock Issuance Proposal | | FOR | | Majority in voting power of votes cast by holders of Common Stock | | No effect | | No effect |
| | Shares Subject
to Outstanding
Stock Options
|
Wendy J. Greuel | | 13,581 | |
Mark E. HicksonProposal 2 – Authorized Shares Proposal | | FOR | | Majority of the issued and outstanding shares of Common Stock | | Same effect as a vote AGAINST the Proposal | | Same effect as a vote AGAINST the Proposal |
| | 13,581 | | |
William R. McDermottProposal 3 - Written Consent Proposal | | 13,581 FOR | |
Roderick K. Randall | Majority of the issued and outstanding shares of Common Stock | 241,255 | |
Nadine I. WattSame effect as a vote AGAINST the Proposal | | 13,581 | Same effect as a vote AGAINST the Proposal |
Non-Employee Director Compensation Arrangements
Pursuant to the Voting Agreement, certain stockholders of the Company have agreed that they will vote in favor of the Proposals. As a result of these commitments, we expect that the Proposals will receive a sufficient number of votes at the Special Meeting to ensure that they are each approved.
| 14. | Am I entitled to dissenters’ rights or appraisal rights? |
None of the Company’s stockholders are entitled to dissenters’ or appraisal rights with respect to any of the Proposals being submitted to the stockholders at the Special Meeting.
| 15. | What happens if I do not respond or if I respond and fail to indicate my voting preference? |
If you fail to attend the Special Meeting or are not represented by proxy at the Special Meeting, your shares will not be counted toward establishing a quorum for the Special Meeting, which requires that stockholders holding at least a majority of the voting power of the shares of our Outside Director Compensation Policy,issued and outstanding Class A Common Stock and our Class B Common Stock (voting together as a single class), entitled to vote are present at the Special Meeting or represented by proxy.
If you respond and do not indicate your voting preference, your shares will be voted in accordance with the recommendation of the Board in favor of each Proposal presented at the Special Meeting.
6
Our board
FISKER INC. 1888 ROSECRANS AVENUE MANHATTAN BEACH, CA 90266 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of directors chooses our executive officers, whoinformation up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/FSR2023SM You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then serve atfollow the discretion of our board of directors. Dr. Geeta Gupta-Fisker, our Chief Financial Officerinstructions. VOTE BY MAIL Mark, sign and Chief Operating Officer, is marrieddate your proxy card and return it in the postage-paid envelope we have provided or return it to Henrik Fisker, our Chairman, President and Chief Executive Officer. There are no other family relationships among our directors or executive officers.
Henrik Fisker. For a brief biography of Mr. Fisker, please see "Proposal One: Election of Directors-Nominees to OurVote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V21276-S71570 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY FISKER INC. The Board of Directors."
Dr. Geeta Gupta-Fisker.Directors recommends you vote FOR the following proposal: For a brief biography of Dr. Gupta-Fisker, please see "Proposal One: Election of Directors-Continuing Directors."
Dr. Burkhard J. Huhnke has served as our Chief Technical Officer since October 2020 and prior to this, held the same position with Legacy Fisker from July 2020. Previously, Dr. Huhnke served as the Vice President Automotive at Synopsys Inc., from 2018 to July 2020. Prior to this, from 2016 to 2018, Dr. Huhnke served as the Senior Vice President of e-mobility at Volkswagen of America, Inc. From 2011 to 2014, Dr. Huhnke served as the Senior General Manager of Electronics Development at Volkswagen AG. Dr. Huhnke holds an electrical engineering diploma and a doctorate in engineering from the Technical University of Braunschweig, Germany.
John C. Finnucan IV has served as our Chief Accounting Officer since October 2020. Previously, Mr. Finnucan served as a Partner in the Americas Professional Practice, Auditing at Ernst & Young LLP from July 2019 to October 2020. Mr. Finnucan joined Ernst & Young LLP ("EY") in 1994 as a Staff and Senior Accountant and he served in various leadership positions of increasing responsibility culminating in his role as Partner in the Americas Professional Practice, Auditing, including EY’s Global professional practice, capital markets center (Tokyo, Japan) from November 2003 through June 2010; he served as Co-Market Leader at EY’s West Region, Financial Accounting Advisory Services from July 2010 to December 2011; and from May 2016 to June 2019, he served in EY’s Americas Professional Practice, Quality & Regulatory Matters. Mr. Finnucan holds a Bachelor of Science degree in accounting from The University of Akron, Ohio.
Our named executive officersAgainst Abstain 1. To approve, for fiscal 2022, which consist of our principal executive officer, principal financial officer, and the next two most highly compensated executive officers, are:
Henrik Fisker, our President and Chief Executive Officer;
Dr. Geeta Gupta-Fisker, our Chief Financial Officer and Chief Operating Officer;
Dr. Burkhard J. Huhnke, our Chief Technology Officer; and
John C. Finnucan IV, our Chief Accounting Officer.
Summary Compensation Table
The following table provides information concerning compensation awarded to, earned by and paid to each of our named executive officers for eachpurposes of the last three or fewer fiscal years during which such individuals were determined to be named executive officers:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name and Principal Position | | Year | | Salary ($) | | Bonus ($) (1) | | Stock Awards ($) (2) | | Option Awards ($) (3) | | All Other Compensation ($) (4) | | Total ($) |
Henrik Fisker President, Chief Executive Officer and Chairman of the Board | | 2022 | | 62,400 | | | 710,000 | | | — | | | — | | | 10,855 | | | 783,255 | |
| 2021 | | 58,096 | | | — | | | — | | | — | | | 10,525 | | | 68,621 | |
| 2020 | | 59,000 | | | — | | | — | | | — | | | 12,148 | |
| 71,148 | |
Dr. Geeta Gupta-Fisker Chief Financial Officer, Chief Operating Officer and Former President | | 2022 | | 62,400 | | | 710,000 | | | — | | | — | | | 6,185 | | | 778,585 | |
| 2021 | | 119,800 | | | — | | | — | | | — | | | 5,825 | | | 125,625 | |
| 2020 | | 164,068 | | | — | | | — | | | — | | | 13,390 |
| 177,458 | |
Dr. Burkhard J. Huhnke Chief Technology Officer | | 2022 | | 442,329 | | | 340,000 | | | 200,000 | | | — | | | 15,378 | | | 997,707 | |
| 2021 | | 385,769 | | | — | | | 66,938 | | | — | | | 15,018 | | | 467,725 | |
| 2020 | | 211,465 | | | — | | | — | | | 1,841,100 | | | 113,926 | | | 2,166,491 | |
John C. Finnucan IV Chief Accounting Officer | | 2022 | | 325,000 | | | — | | | 97,490 | | | — | | | 14,171 | | | 436,661 | |
| 2021 | | 325,000 | | | — | | | 17,975 | | | — | | | 12,360 | |
| 355,335 | |
_______________
(1)The Compensation Committee approved cash bonus awards for Mr. Fisker, Dr. Gupta-Fisker, and Mr. Huhnke in recognitionrules of their strong performance, and to ensure sustained engagement and drive key business results.
(2)The amount reported in this column reflects the aggregate grant date fair value for financial statement reporting purposesNew York Stock Exchange, the potential issuance of restricted stock units granted during the applicable period as determined in accordance with FASB ASC Topic 718. The amount reflects our accounting expense for these restricted stock units and does not represent the actual economic value that may be realized by the named executive officer. There can be no assurance that the amount will ever be realized. For information on the assumptions used in valuing the awards, refer to Note 15 to the historical financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.
(3)The amount reported reflects the aggregate grant date fair value for financial statement reporting purposes of stock options granted during the applicable period as determined in accordance with FASB ASC Topic 718. There can be no assurance that the amount will ever be realized. For information on the assumptions used in valuing the awards, refer to Note 15 to the historical financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. As required by the SEC rules, the amount shown excludes the impact of estimated forfeitures related to service-based vesting conditions.
(4) Reflects policy premiums for term life insurance paid by the company, as well as auto and telephone allowances for our named executive officers. Dr. Huhnke commenced employment with us in July 2020 and received $50,000 to offset the loss of his bonus with his former employer.
Grants of Plan-Based Awards
The table below presents information regarding awards under our 2020 Long Term Incentive Plan during the year ended December 31,2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Grant Date | | All Other Stock Awards: Number of Shares of Stock or Units | | All Other Option Awards: Number of Securities Underlying Options | | Exercise or Base Price of Option Awards | | Grant Date Fair Value of Stock and Option Awards | | Grant Date Fair Value of Maximum Stock and Option Awards |
| | | | | |
| Dr. Burkhard J. Huhnke | | 3/9/2022 (1) | | 17,452 | | — | | | — | | | $ | 200,000 | | | — | |
| John C. Finnucan IV | | 3/9/2022 (1) | | 8,507 | | — | | | — | | | $ | 97,490 | | | — | |
_______________
(1) These restricted unit awards immediately vested on grant date.
Outstanding Equity Awards at Fiscal Year-End Table
The following table provides information regarding the outstanding equity awards held by our named executive officers as of December 31, 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Option Awards | Stock Awards |
| Name | Grant Date1 | Number of Securities Underlying Unexercised Options (Exercisable) | | Number of Securities Underlying Unexercised Options (Unexercisable) | | Option Exercise Price2 | Option Expiration Date | Equity Incentive Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights That Have Not Vested | |
| Henrik Fisker | 12/19/2016 | 7,189,995 | | 3 | — | | | $ | 0.06 | | 12/19/2026 | — | | — | | |
| 4/26/2017 | 730,989 | | 3 | — | | | $ | 0.06 | | 4/26/2027 | — | | — | | |
| Dr. Geeta Gupta-Fisker | 4/26/2017 | 6,910,971 | | 3 | — | | | $ | 0.06 | | 4/26/2027 | — | | — | | |
| Dr. Burkhard J. Huhnke | 4/27/2020 | 13,581 | | 4 | — | |
| $ | 1.36 | | 4/26/2030 | — | | — | | |
| 7/29/2020 | 213,902 | | | 166,369 | | 5 | $ | 6.44 | | 7/29/2030 | — | | — | | |
| 9/8/2021 | — | | | — | | | — | | — | | 57,845 | | $ | 420,533 | | 7 |
| John C. Finnucan IV | 10/29/2020 | 11,398 | | | 32,595 | | 6 | $ | 7.47 | | 10/15/2030 | — | | — | | |
| 9/8/2021 | — | | | — | | | — | | — | | 21,691 | | $ | 157,694 | | 7 |
_______________
(1) All equity awards were granted pursuant to the Fisker Inc. 2020 Equity Incentive Plan.
(2) These stock options were fully vested and exercisable on the date of grant, except that in the case of Mr. Fisker’s grant of December 19, 2016, the then unvested options were amended on May 4, 2017, to be fully vested and exercisable.
(3) 50% of this stock option to purchase Class A common stock vested on the commencement date of Dr. Huhnke’s employment and 50% vested on the one-year anniversary of such commencement date
(4) A quartermore than 19.99% of the Company’s outstanding shares of Class A common stock underlying this option vested on July 29, 2021 and the remaining portion of the shares of ClassCommon Stock, par value $0.00001 per share (the “Class A common stock underlying this option vest at the rate of 1/16th of the number of total shares subject to the option quarterly thereafter, with the final tranche vesting on July 29, 2024.
(5) A quarter of the shares of Class A common stock underlying this option vested on October 29, 2021 and the remaining portion of the shares of Class A common underlying this option vest at the rate of 1/16th of the number of total shares subject to the option quarterly thereafter, with the final tranche vesting on October 29, 2024.
(6) 20% of the shares of Class A common stock underlying this option vested on October 21, 2021, 1/20th of the total number of shares vest and become exercisable on each of the next 11 quarters in equal installments, and 25% of the total number of shares will vest and become exercisable on October 12, 2024.
(7) The market value of unvested stock awards is calculated based on the closing market price of our Class A stock on December 30, 2022 of $7.27.
Options Exercised and Stock Vested
The following table sets forth information regarding stock options that were exercised and restricted stock units that vested for our Named Executive Officers during the year ended December 31, 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Option Awards | | Restricted Stock Unit Awards |
| Name | | Number of Shares Acquired on Exercise (#) | | Market Value Realized on Exercise ($) | | Number of Shares Acquired on Vesting (#) | | Market Value Realized on Vesting ($) |
| Dr. Burkhard J. Huhnke | | — | | | — | | | 17,452 | |
| 191,972 | |
| John C. Finnucan IV | | — | | | — | | | 8,507 | |
| 93,577 | |
Hedging and Pledging Policy
Under the terms of our insider trading policy, no employees, contractors, consultants and members of our board of directors (and their respective family members and any affiliated entities, such as venture capital funds) may engage in hedging or monetization transactions involving our securities, such as prepaid variable forward contracts, equity swaps, collars or exchange funds. In addition, such persons may not hold our securities in a margin account or pledge our securities as collateral for a loan unless the pledge has been approved by our Compliance Officer.
CEO Pay Ratio
Under rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to calculate and disclose the total compensation paid to our median employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to Henrik Fisker, our CEO. The following paragraphs describe our methodology and the resulting CEO Pay Ratio.
For 2022, our last completed fiscal year:
•the annual total compensation of the employee identified at median of our Company (other than our CEO)Common Stock”), was $117,472; and
•the annual total compensation of our CEO was $783,255.
Based on this information, for 2022 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees (other than our CEO) was estimated to be approximately 6.67 to 1.
The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC rules for identifying the "median employee" and calculating the pay ratio based on that employee's annual total compensation allow companies to adopt a variety of methodologies, and to make reasonable estimates and assumptions that reflect their compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported by us.
To identify the median of the annual total compensation of all our employees and the annual total compensation of the median employee, the methodology and the material assumptions, adjustments and estimates that we used were as follows:
•We selected December 31, 2022, which is within the last three months of 2022, as the date we would use to identify the "median employee."
•With respect to the annual total compensation of the "median employee," we identified and calculated the elements of such employee's compensation for 2022 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $117,472.
•With respect to the annual total compensation of our CEO, we used the amount reported in the "Total" column for 2022 in our Summary Compensation Table included in this Proxy Statement.
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to "Compensation Discussion and Analysis."
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year | | Summary Compensation Table Total for PEO (1) | | Compensation Actually Paid to PEO (2) | | Average Summary Compensation Table Total for Non-PEO NEOs (3) | | Average Compensation Actually Paid to Non-PEO NEOs (4) | | Value of Initial Fixed $100 Investment Based On: | | Net Loss (thousands) (7) |
| | | | | Total Shareholder Return (5) | | Peer Group Total Shareholder Return (6) | |
| (a) | | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | | (h) |
| 2022 | | $783,255 | | $783,255 | | $737,651 | | $1,207,114 | | $71.50 | | $128.18 | | $(547,496) |
| 2021 | | $68,621 | | $68,621 | | $316,228 | | $2,042,944 | | $154.70 | | $185.35 | | $(471,341) |
| 2020 | | $71,148 | | $71,148 | | $1,171,974 | | $2,783,266 | | $144.08 | | $156.24 | | $(130,004) |
_______________
(1) Summary Compensation Table Total for PEO:Transaction. The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Fisker (our President, Chief Executive Officer and Co-Founder) for each corresponding year in the "Total" column of the Summary Compensation Table.
(2) Compensation Actually Paid to PEO: The dollar amounts reported in column (c) represent the amount of "compensation actually paid" to Mr. Fisker, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Fisker during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Fisker’s total compensation for each year to determine the compensation actually paid:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year | | Reported Summary Compensation Table Total for PEO | | Reported Value of Equity Awards (a) | | Equity Award Adjustments (b) | | Compensation Actually Paid to PEO |
| 2022 | | $783,255 | | — | | — | | $783,255 |
| 2021 | | $68,621 | | — | | — | | $68,621 |
| 2020 | | $71,148 | | — | | — | | $71,148 |
_______________
(a) The grant date fair value of equity awards represents the total of any amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
(b) The equity award adjustments for each applicable fiscal year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value (computed consistent with the methodology used for share-based payments under U.S. GAAP) of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year.
The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year | | (i)
Year End Fair Value of Outstanding and Unvested Equity Awards
| | (ii)
Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards
| |
(iii)
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year
| | (iv)
Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year
| | (v)
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year
| | (vi)
Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation
| | Total
Equity
Award
Adjustments
|
2022 | | — | | — | | — | | — | | — | | — | | — |
2021 | | — | | — | | — | | — | | — | | — | | — |
2020 | | — | | — | | — | | — | | — | | — | | — |
(3) Average Summary Compensation Table Total for Non-PEO NEOs: The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Fisker who has served as our CEO since the Company’s inception in 2016) in the "Total" column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Fisker) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Dr. Geeta Gupta-Fisker, Dr. Burkhard J. Huhnke, and John C. Finnucan IV; (ii) for 2021, Dr. Geeta Gupta-Fisker, Dr. Burkhard J. Huhnke, and John C. Finnucan IV; and (iii) for 2020, Dr. Geeta Gupta-Fisker and Dr. Burkhard J. Huhnke.
(4) Average Compensation Actually Paid to Non-PEO NEOs: The dollar amounts reported in column (e) represent the average amount of "compensation actually paid" to the NEOs as a group (excluding Mr. Fisker), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Fisker) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Fisker) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year | | Average Reported Summary Compensation Table Total for Non-PEO NEOs | | Average Reported Value of Equity Awards | | Average Equity Award Adjustments (a) | | Average Compensation Actually Paid to Non-PEO NEOs |
| 2022 | | $737,651 | | ($99,163) | | $568,626 | | $1,207,114 |
| 2021 | | $316,228 | | ($28,304) | | $1,755,019 | | $2,042,944 |
| 2020 | | $1,171,974 | | $(920,550) | | $2,531,841 | | $2,783,266 |
_______________
(a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year | | (i) Average Year End Fair Value of Equity Awards | | (ii) Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | | (iii) Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | | (iv) Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | (v) Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | | (vi) Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | Total Average Equity Award Adjustments |
| 2022 | | $319,574 | | $(33,611) | | $89,921 | | — | | $192,742 | | — | | $568,626 |
| 2021 | | $487,363 | | $822,319 | | $28,304 | | — | | $417,034 | | — | | $1,755,019 |
| 2020 | | $888,612 | | $1,643,229 | | — | | — | | — | | — | | $2,531,841 |
(5) Total Shareholder Return: Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.
(6) Peer Group Total Shareholder Return: Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: NASDAQ OMX Global Automobile Index.
(7) Net Loss: The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year.
Tabular list of Performance Measures
As described in greater detail in "Compensation Discussion and Analysis," the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The Company is in its pre-revenue stage. Accordingly, it does not currently use any financial performance measures to link executive compensation to Company performance. Instead, the Company uses non-financial performance measures which are based on the performance of the prior fiscal year and are intended to be an incentive for future performance, to ensure sustained engagement of its executives and drive key business results. The most important performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
•Products
•Start of Production (SOP)
•Bill of Material (BOM)
•Program Costs Management
Analysis of the Information Presented in the Pay versus Performance Table
As described in more detail in the section "Compensation Discussion and Analysis," the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes various performance measures to align executive compensation with Company performance, those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.
Compensation Actually Paid and Cumulative TSR
The following table demonstrates the relationship of the amount of compensation actually paid to Mr. Fisker and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Fisker) with the Company’s cumulative TSR over the three years presented in the table.
Compensation Actually Paid and Net Loss
The following table demonstrates the relationship of the amount of compensation actually paid to Mr. Fisker and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Fisker) with the Company’s net losses over the three years presented in the table.
Cumulative TSR of the Company and Cumulative TSR of the Peer Group
The following table compares the Company’s cumulative TSR with the cumulative TSR of the companies comprising the NASDAQ OMX Global Automobile Index peer group over the three-year period presented in the table.
This discussion and analysis section describes material elements of our 2022 compensation program for our Named Executive Officers ("NEOs"), which include our Chief Executive Officer ("CEO"), our Chief Financial Officer ("CFO") and Chief Operating Officer ("COO"), and our two other most highly-compensated executive officers. NEOs for the year ended December 31, 2022 were as follows:
Henrik Fisker Chairman of the Board, President and Chief Executive Officer
Dr. Geeta Gupta-FiskerChief Financial Officer and Chief Operating Officer
Dr. Burkhard J. HuhnkeChief Technology Officer
John C. Finnucan IVChief Accounting Officer
Our executive compensation philosophy is to provide appropriate competitive compensation opportunities to our executive officers with actual pay outcomes heavily influenced by the achievement of Company objectives and performance in support of our business strategy.
Say on Pay
This year is the second year that the Company will conduct a non-binding, advisory stockholder vote on the compensation of our executive officers.Our Compensation Committee will consider the stockholder feedback in making future decisions regarding our executive compensation.
Components of Executive Compensation
For 2022, the compensation program for our named executive officers consisted of base salaries, certain cash bonuses, and certain perquisites.
Base Salary
We have historically paid each of Mr. Fisker and Dr. Gupta-Fisker an annual base salary equal to the minimum base salary required to be paid under applicable law. For 2022, the annual base salaries for Mr. Fisker and Dr. Gupta-Fisker were $62,400, and Dr. Huhnke's and Mr. Finnucan's annual base salaries were $450,000 and $325,000, respectively.
Cash Bonus
We have not historically had any formal arrangements with our named executive officers providing for annual cash bonus awards. The Executive Incentive Bonus Plan, or Bonus Plan, was adopted on October 4, 2020, effective as of the consummation of the Business Combination. The purpose of the Bonus Plan is to motivate and reward eligible officers and employees for their contributions toward the achievement of certain performance goals.
In recognition of their significant contributions in 2022, our compensation committee, in consultation with its independent consulting firm, Compensia, awarded cash bonuses to Mr. Fisker and Dr. Gupta-Fisker totaling $710,000 each, and cash bonuses to Dr. Huhnke totaling $340,000.
Administration. The Bonus Plan is administered by our compensation committee, which has the discretionary authority to interpret the provisions of the Bonus Plan, including all decisions on eligibility to participate, the establishment of performance goals, the number of awards payable under the plan, and the payment of awards. The compensation committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or part of its authority and powers under the Bonus Plan to one or more of our directors and/or officers.
Performance criteria. The compensation committee may establish cash bonus targets and corporate performance metrics for a specific performance period or fiscal year pursuant to the Bonus Plan. Corporate performance goals may be based on one or more of the following criteria, as determined by the compensation committee and any adjustments thereto established by the compensation committee: (i) sales or non-sales revenue; (ii) return on revenues; (iii) operating income; (iv) income or earnings including operating income; (v) income or earnings before or after taxes, interest, depreciation, and/or amortization; (vi) income or earnings from continuing operations; (vii) net income; (viii) pre-tax income or after-tax income; (ix) net income excluding amortization of intangible assets, depreciation, and impairment of goodwill and intangible assets and/or excluding charges attributable to the adoption of new accounting pronouncements; (x) raising of
financing or fundraising; (xi) project financing; (xii) revenue backlog; (xiii) gross margin; (xiv) operating margin or profit margin; (xv) capital expenditures, cost targets, reductions, and savings and expense management; (xvi) return on assets (gross or net), return on investment, return on capital, or return on stockholder equity; (xvii) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (xviii) performance warranty and/or guarantee claims; (xix) stock price or total stockholder return; (xx) earnings or book value per share (basic or diluted); (xxi) economic value created; (xxii) pre-tax profit or after-tax profit; (xxiii) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration or market share, completion of strategic agreements such as licenses, funded collaborations, joint ventures acquisitions, and the like, geographic business expansion, objective customer satisfaction or information technology goals, or intellectual property asset metrics; (xxiv) objective goals relating to divestitures, joint ventures, mergers, acquisitions, and similar transactions; (xxv) objective goals relating to staff management, results from staff attitude and/or opinion surveys, staff satisfaction scores, staff safety, staff accident and/or injury rates, compliance, headcount, performance management, or completion of critical staff training initiatives; (xxvi) objective goals relating to projects, including project completion, timing and/or achievement of milestones, project budget, or technical progress against work plans; (xxvii) key regulatory objectives or milestones; and (xxviii) enterprise resource planning.
However, awards issued to participants may take into account other factors (including subjective factors). Performance goals may differ from participant to participant, performance period to performance period, and from award to award. Any criteria used may be measured, as applicable, (i) in absolute terms, (ii) in relative terms (including, but not limited to, any increase (or decrease) over the passage of time and/or any measurement against other companies or financial or business or stock index metrics particular to us), (iii) on a per share and/or share per capita basis, (iv) against our performance as a whole or against any of our affiliate(s), or a particular segment(s), our business unit(s) or a product(s) or individual project company, (v) on a pre-tax or after-tax basis, and/or (vi) using an actual foreign exchange rate or on a foreign exchange neutral basis.
Service requirement. Unless otherwise determined by the compensation committee, a participant must be actively employed and in good standing with us on the date the award is paid. The compensation committee may make exceptions to this requirement in the case of retirement, death or disability, an unqualified leave of absence or under other circumstances, as determined by the compensation committee in its sole discretion.
Amendment or Termination. The compensation committee may terminate the Bonus Plan at any time, provided such termination shall not affect the payment of any awards accrued under the Bonus Plan prior to the date of the termination. The compensation committee may, at any time, or from time to time, amend or suspend and, if suspended, reinstate, the Bonus Plan in whole or in part.
2022 Equity Awards
In 2022, Dr. Huhnke received a grant of 17,452 immediately-vested restricted units as a bonus for 2021 performance.
In 2022, Mr. Finnucan received a grant of 8,507 immediately-vested restricted units as a bonus for 2021 performance.
2023 Equity Awards
In 2023, Dr. Huhnke received a final award of 28,923 immediately-vested restricted stock units related to a 2021 performance-based restricted stock unit opportunity.
In 2023, Mr. Finnucan received a final award of 10,846 immediately-vested restricted stock units related to a 2021 performance-based restricted stock unit opportunity.
Benefits and Perquisites
We provide benefits to our named executive officers on the same basis as provided to all of our employees, including health, dental and vision insurance; life insurance; accidental death and dismemberment insurance; and short-and long-term disability insurance; and a tax-qualified Section 401(k) plan for which we do not provide a match. In addition, we make available to our named executive officers a $1,000 per month car allowance, and Mr. Fisker and Dr. Gupta-Fisker are each entitled to term life insurance with a face amount of $5,000,000. We do not maintain any executive-specific benefit or perquisite programs.
Severance Agreements
In September 2020, the compensation committee approved severance benefits for Mr. Fisker and Dr. Gupta-Fisker after reviewing certain market data provided by the independent consulting firm, Compensia, and taking into account the historically low cash compensation paid to Mr. Fisker and Dr. Gupta-Fisker. We entered into severance agreements with Mr. Fisker and Dr. Gupta-Fisker setting forth these severance benefits.
Henrik Fisker
Pursuant to the severance agreement to be entered into with Mr. Fisker, if we terminate Mr. Fisker’s employment without cause or Mr. Fisker resigns for good reason, Mr. Fisker will be entitled to receive a cash payment equal to $9,682,000, plus the amount equal to 24 months of COBRA premium payments, in each case, less applicable withholding taxes and subject to, among other things, executing a general release of claims in favor of the company and complying with the terms of his confidentiality agreement.
Dr. Geeta Gupta-Fisker
Pursuant to the severance agreement to be entered into with Dr. Gupta-Fisker, if we terminate Dr. Gupta-Fisker’s employment without cause or Dr. Gupta-Fisker resigns for good reason, Dr. Gupta-Fisker will be entitled to receive a cash payment equal to $4,597,500, plus the amount equal to 24 months of COBRA premium payments, in each case, less applicable withholding taxes and subject to, among other things, executing a general release of claims in favor of the company and complying with the terms of her confidentiality agreement.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors of Fisker Inc., consisting solely of independent directors, has reviewed and discussed with management this Compensation Discussion and Analysis contained in this Proxy Statement and, based on this review and discussion,recommends you vote FOR the Compensation Committee recommendedfollowing proposal: For Against Abstain 2. To adopt an amendment to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated into our Annual Report on Form 10-K for the year ended December 31, 2022.
Compensation Committee:
Nadine I. Watt, Chair
Roderick K. Randall
EQUITY COMPENSATION PLAN INFORMATION
We currently maintain the following equity compensation plans that provide for the issuance of shares of our Class A common stock to our officers and other employees, directors and consultants, each of which has been approved by our stockholders: our 2020 Equity Incentive Plan (the 2020 Plan which, prior to its restatement in connection with the Business Combination, was called the Fisker Inc. 2016 Stock Plan) and our 2020 Employee Stock Purchase Plan (the "ESPP").
The following table presents information as of December 31, 2022 with respect to compensation plans under which shares of our common stock may be issued.
| | | | | | | | | | | | | | | | | | | | | | | |
| | (a) | | (b) | | (c) | |
| Plan Category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | Weighted-average exercise price of outstanding options, warrants and rights ($) | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) | |
Equity compensation plans approved by security holders (1) | | 20,832,771 | | (2) | $ | 1.51 | | (3) | 30,178,472 | | (4) |
| Equity compensation plans not approved by security holders | | — | | | — | | | — | | |
| Total | | 20,832,771 | | | | | 30,178,472 | | |
_______________
(1)Includes our 2020 Plan and our ESPP. For a description of these plans, refer to Note 15 to the historical financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.
(2)Includes stock options outstanding under the 2016 Plan (granted prior to the restatement of the plan as the 2020 Plan) and the 2020 Plan as of December 31, 2022.
(3)All restricted stock and performance-based restricted stock awards, a total of 3,152,175 unvested awards as of December 31, 2022, have no strike price and have been excluded from the weighted-average price calculations. The weighted-average exercise price relates to 17,680,596 stock options outstanding as of December 31, 2022.
(4)Includes 26,965,438 shares available for issuance under the 2020 Plan and 3,213,034 shares available for issuance under the ESPP. The number of shares reserved for issuance under the 2020 Plan increases automatically on January 1 of each year by a number of shares of Class A common stock equal to the lesser of (i) 3% of the shares of Class A common stock outstanding on the last day of the prior fiscal year; or (ii) such number of shares determined by our board of directors. Our compensation committee has not commenced or authorized any offerings pursuant to our ESPP, but may do so at a future time. The number of shares reserved for issuance under the ESPP increases automatically on January 1 of each year by the number of shares equal to 0.5% of the shares of Class A common stock outstanding on the last day of the prior fiscal year unless the board of directors determines prior to the first day of any fiscal year that there will be no increase in the share reserve for such fiscal year or that the increase in the share reserve for such fiscal year will be a lesser number of shares of Class A common stock.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
In addition to the executive officer and director compensation arrangements discussed above under "Executive Compensation" and "Proposal One: Election of Directors-Director Compensation," respectively, since January 1, 2020, the following is a description of each transaction in which:
•we, Spartan or Legacy Fisker have been or are to be a participant;
•the amounts involved exceeded or exceeds $120,000; and
•any of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.
Magna Warrants
On October 29, 2020, we granted Magna International, Inc. ("Magna") up to 19,474,454 warrants, each with an exercise price of $0.01, to acquire our underlying Class A common shares, which represented approximately 6% ownership in Fisker on a fully diluted basis as of the grant date. The right to exercise vested warrants will expire on October 29, 2030. The warrants are accounted for as an award issued to non-employees measured on October 29, 2020 and three interrelated performance conditions that are separately evaluated for achievement:
| | | | | | | | | | | | | | |
| Milestone | | Percentage of Warrants that Vest Upon Achievement | | Number of Warrants that Vest Upon Achievement |
(a)(i) Achievement of the "preliminary production specification" gateway as set forth in the Development Agreement; (ii) entering into the Platform Agreement; and (iii) entering into the Initial Manufacturing Agreement | | 33.3% | | 6,484,993 | |
(b)(i) Achievement of the "target agreement" gateway as set forth in the Development Agreement and (ii) entering into the Detailed Manufacturing Agreement, which will contain terms and conditions agreed to in the Initial Manufacturing Agreement | | 33.3% | | 6,484,993 | |
(c) Start of pre-serial production | | 33.4% | | 6,504,468 | |
| | | | 19,474,454 | |
The cost upon achievement of each milestone is recognized when it is probable that a milestone is met. The cost for awards to nonemployees is recognized in the same period and in the same manner as if we had paid cash for the goods or services. At December 31, 2022, Magna satisfied the first and second milestones and the Company capitalized costs as an intangible asset representing the future economic benefit to Fisker Inc. As of December 31, 2022, the Company determined the third milestone is probable of achievement and capitalized a portion of the award's fair value corresponding to the service period beginning at the grant date and ending in the second quarter of 2023. For the year ended December 31, 2022, the recognized cost of $20.8 million (a non-cash transaction) associated with services rendered increased net capitalized cost - manufacturing to $246.9 million as of December 31, 2022. The Company will continually assess the reasonableness of the estimated life and consider the extent to which the Company enters arrangements that extend the estimated useful life. The Company will also assess the intangible asset for impairment. If an indicator of impairment exists, the undiscounted cash flows will be estimated and then if the carrying amount of the intangible asset is not recoverable, determine its fair value and, to the extent the fair value is less than the intangible asset's carrying value, the Company will record an impairment loss. At December 31, 2022, no indicator of impairment exists.
The fair value of each warrant is equal to the intrinsic value (e.g., stock price on grant date less exercise price) as the exercise price is $0.01. The terms of the warrant agreement require net settlement when exercised. Using the measurement date stock price of $8.96 for a share of Class A common stock, the warrant fair values for each tranche is shown below. Capitalized cost also results in an increase to additional paid in capital equal to the fair value of the vested warrants.
Awards vest when a milestone is met. Magna has 12,969,986 vested and exercisable warrants to acquire underlying Class A common stock as of December 31, 2022, none of which are exercised.
| | | | | | | | | | | |
| Fair value | | Capitalized at December 31, 2022 |
| Milestone (a) | $ | 58,041 | | | $ | 58,041 | |
| Milestone (b) | 58,041 | | | 58,041 | |
| Milestone (c) | 58,215 | | | 52,215 | |
| $ | 174,297 | | | $ | 168,297 | |
Legacy Fisker Related Agreements
Roderick Randall, a member of our board of directors, provides certain services to us pursuant to a consulting agreement entered into with Legacy Fisker dated May 1, 2017. In connection with the consulting agreement, Mr. Randall received an option grant to purchase 159,769 shares (post business combination) of our Class A common stock. Mr. Randall also received an option grant to purchase 67,905 and 13,581 shares (post business combination) of our Class A common stock on June 22, 2020.
Andrew Jameson, the spouse of Ms. Watt, a member of our board of directors, provides services to us pursuant to a consulting agreement entered into with Legacy Fisker dated September 21, 2020. In connection with the consulting agreement, Mr. Jameson received an option grant to purchase 14,939 (post business combination) shares of our Class A common stock on September 21, 2020.
Other Transactions
Relationships with Family Members of Our Named Executive Officers
Sunil Gupta, the brother of Dr. Gupta-Fisker, currently serves as a director of our subsidiary in India, Fisker Vigyan India Private Limited. Mr. Gupta was added to the board of Fisker Vigyan India Private Limited in March 2022. Louise Truelsen, the sister of Mr. Fisker, currently serves as senior manager - facilities, Europe Operations. Ms. Truelsen joined Fisker in April 2022. Natasha Fisker, the daughter of Mr. Fisker, serves as senior manager, events and social media. Ms. Fisker joined Legacy Fisker in 2017.
Indemnification Agreements and Directors’ and Officers’ Liability Insurance
We entered into indemnification agreements with each of our directors and executive officers. The indemnification agreements and our bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, penalties, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of the Company, arising out of the person’s services as a director or executive officer. We have obtained an insurance policy that insures our directors and officers against certain liabilities, including liabilities arising under applicable securities laws.
Executive Compensation
We granted stock options and other equity awards to our executive officers and certain of our directors that provide for change in control benefits.
We also entered into certain severance agreements with some of our executive officers that provide for change in control benefits.
Legal Services
On March 8, 2021, we appointed Mitchell Zuklie to our board of directors. Mr. Zuklie is the chairman of the law firm of Orrick, Herrington & Sutcliff LLP ("Orrick"), which provides various legal services to us. During the year ended December 31, 2022, we incurred expenses for legal services rendered by Orrick totaling approximately $9.1 million.
We believe that our arrangements with Orrick were on terms no less favorable to us than would have been available from unrelated law firms of similar size and stature.
Limitation on Liability and Indemnification of Directors and Officers
OurCompany’s Second Amended and Restated Certificate of Incorporation effective upon(the “Charter”) to increase the Closing, limits our directors’ liability to the fullest extent permitted under the Delaware General Corporation Law ("DGCL"). The DGCL provides that directorstotal number of a corporation will not be personally liable for monetary damages for breachshares of their fiduciary duties as directors, except for liability:
•for any transaction from which the director derives an improper personal benefit;
•for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
•for any unlawful payment of dividends or redemption of shares; or
•for any breach of a director’s duty of loyalty to the corporation or its stockholders.
If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
Delaware law and our amended and restated bylaws, effective upon the Closing, provideClass A Common Stock that the Company will in certain situations, indemnify our directors and officers and may indemnify other employees and other agents,have authority to issue from 750,000,000 shares to 1,250,000,000 shares. The Board of Directors recommends you vote FOR the following proposal: For Against Abstain 3. To approve an amendment to the fullest extent permittedCompany’s Charter to allow stockholders to act by law. Any indemnified person is also entitled, subject to certain limitations, to advancement, direct payment, or reimbursement of reasonable expenses (including attorneys’ fees and disbursements) in advance of the final disposition of the proceeding.
In addition, we entered into separate indemnification agreements with our directors and officers. These agreements, among other things, require us to indemnify our directors and officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of their serviceswritten consent. Please sign exactly as one of our directors or officers or any other company or enterprise to which the person provides services at our request.
We have obtained insurance policies pursuant to which our directors and officers are insured against liability for actions taken in their capacitiesyour name(s) appear(s) hereon. When signing as directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling our Company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Review, Approval or Ratification of Transactions with Related Parties
The Board has adopted a written related party transactions policy. The policy provides that officers, directors, holders of more than 5% of any class of the Company’s voting securities, and any member of the immediate family of and any entity affiliated with any of the foregoing persons, will not be permitted to enter into a related-party transaction with the Company without the prior consent of the audit committee,attorney, executor, administrator, or other independent membersfiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
