Solid Power Adds Directors, Updates Officer Compensation

TL;DR

Solid Power adds 2 directors, updates exec pay. Board shakeup incoming?

AI Summary

On June 14, 2024, Solid Power, Inc. filed an 8-K report detailing changes in its board of directors and executive compensation arrangements. The company announced the election of two new directors, Dr. Kevin J. Noone and Mr. David L. Schanzer, to its Board of Directors, effective immediately. Additionally, the filing disclosed updates to the compensatory arrangements for certain officers, though specific details of these arrangements were not elaborated upon in the provided text.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy, governance, and future performance, impacting investor confidence and stock valuation.

Risk Assessment

Risk Level: medium — Changes in board composition and executive compensation can indicate internal shifts or strategic adjustments that may carry inherent risks.

Key Players & Entities

• Solid Power, Inc. (company) — Registrant
• Dr. Kevin J. Noone (person) — Newly elected director
• Mr. David L. Schanzer (person) — Newly elected director
• June 14, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share SLDP The Nasdaq Stock Mar
• $11.50 — of common stock at an exercise price of $11.50 SLDPW The Nasdaq Stock Market LLC
• $430,000 — ntitled to (i) an annual base salary of $430,000; (ii) an annual performance-based bonus
• $3,000,000 — tial equity award with a total value of $3,000,000 (50% of the vale in restricted stock un

Filing Documents

• tm2417369d1_8k.htm (8-K) — 45KB
• tm2417369d1_ex10-1.htm (EX-10.1) — 118KB
• tm2417369d1_ex99-1.htm (EX-99.1) — 15KB
• tm241739d1_ex99-1img001.jpg (GRAPHIC) — 14KB
• 0001104659-24-072042.txt ( ) — 453KB
• sldp-20240614.xsd (EX-101.SCH) — 3KB
• sldp-20240614_def.xml (EX-101.DEF) — 26KB
• sldp-20240614_lab.xml (EX-101.LAB) — 36KB
• sldp-20240614_pre.xml (EX-101.PRE) — 25KB
• tm2417369d1_8k_htm.xml (XML) — 5KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Linda Heller as Chief Financial Officer and Treasurer On June 17, 2024, Solid Power, Inc. (the "Company," "Solid Power," "we," or "our") announced that Linda Heller, age 61, has been appointed as the Company's Chief Financial Officer and Treasurer, effective June 17, 2024. From May 2021 until June 2024, Ms. Heller served as Chief Financial Officer of Swell Energy Inc., a distributed solar energy resource and deployment platform company. Ms. Heller served as Chief Financial Officer and Corporate Secretary of Deca Technologies, Inc., a wafer technology company, from September 2017 until March 2020 and as Chief Financial Officer of eSolar, Inc., an early-stage solar power plant technology company, from 2013 until 2017. In addition, Ms. Heller served as Senior Vice President, Finance and CFO of Power-One, Inc., a formerly publicly traded company with shares listed on Nasdaq, from 2008 until 2010. She has also served as a director, since 2016, and as chairman of the board, since June 2020, of Active Life Scientific, Inc., an early-stage medical device company. Ms. Heller holds a B.A. in Economics from Rice University and an M.S. in Management from the MIT Sloan School of Management. In connection with Ms. Heller's appointment as Chief Financial Officer and Treasurer, the Company and Ms. Heller entered into an offer letter (the "Offer Letter"). Pursuant to the Offer Letter, Ms. Heller is entitled to (i) an annual base salary of $430,000; (ii) an annual performance-based bonus with a bonus target equal to 50% of Ms. Heller's salary for 2024; and (iii) an initial equity award with a total value of $3,000,000 (50% of the vale in restricted stock units and 50% in stock options), with each award vesting over a four-year period In connection with Ms. Helle

01

Item 7.01 Regulation FD Disclosure. On June 17, 2024, the Company issued a press release announcing Ms. Heller's appointment as Chief Financial Officer and Treasurer. A copy of the press release is furnished with this report as Exhibit 99.1. Internet addresses in the press release are for informational purposes only and are not intended to be hyperlinks to other information of the Company. Such exhibit and the information set forth therein will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.

Forward Looking Statements

Forward Looking Statements All statements other than Power's or its management team's expectations, objectives, beliefs, intentions or strategies regarding the future. When used herein, the words "could," "should," "will," "may," "believe," "anticipate," "intend," "estimate," "expect," "project," "plan," "outlook," "seek," the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These statements include our financial guidance for 2024, future financial performance and our strategy, expansion plans, market opportunity, future operations, future operating results, estimated revenues, losses, projected costs, prospects, and plans and objectives of management. These forward-looking statements are based on management's current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Solid Power disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. Readers are cautioned not to put undue reliance on forward-looking statements and Solid Power cautions you that these forward-looking statements are Power, including the following factors: (i) risks relating to the uncertainty of the success of our research and development efforts, including our ability to achieve the technological objectives or resul

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. See the Exhibit index below, which is incorporated herein by reference. Exhibit No. Description 10.1# Offer Letter, dated June 14, 2024. 99.1 Press Release, dated June 17, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). # Indicates a management or compensatory plan. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. Dated: June 17, 2024 SOLID POWER, INC. By: /s/ James Liebscher Name: James Liebscher Title: Chief Legal Officer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR