Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 29, 2022, Mark Pastrone, the current Chief Operating Officer of the
Company's SemaConnect LLC subsidiary, was appointed by the Company's Board of
Directors to assume the position and elevated duties of the Chief Operating
Officer of the Company. In June 2022, Mr. Pastrone joined the Company as part of
the Company's acquisition of SemaConnect Inc., where Mr. Pastrone had been
SemaConnect's Chief Operating Officer and held other executive level positions
since October 2010.
Mr. Pastrone has more than 25 years of experience building high-tech companies.
He led the market launch of SemaConnect's EV charging solution in the first
years of the industry in 2011. As a member of the executive team, Mr. Pastrone
played a key role in building the company's sales, service, technology and
production capabilities. In doing so, he helped establish SemaConnect as a
stand-out leader in the EV charging space across the multifamily, workplace,
public and retail EV charging markets.
Prior to SemaConnect Inc., he led the development of several commercial
start-ups in the aerospace industry. Mr. Pastrone earned a B.S. degree in
Electrical Engineering and a Masters in Electrical Engineering from Stanford
University. He also holds an M.B.A. from Harvard Business School.
During the last two years, other than customary arrangements in connection with
serving as the Chief Operating Officer of SemaConnect LLC, there have been no
transactions or proposed transactions by the Company in which Mr. Pastrone has
had or is to have a direct or indirect material interest, and there are no
family relationships between Mr. Pastrone and any of the Company's executive
officers or directors.
In connection with Mr. Pastrone's appointment as the Company's Chief Operating
Officer, the Company assumed the employment offer letter, dated June 15, 2022,
between SemaConnect LLC and Mr. Pastrone. The term of his employment letter
extends until June 14, 2023, with automatic successive one year renewals
thereafter unless notice of nonrenewal is provided by the Company. The assumed
employment letter provides that Mr. Pastrone receives an annual base salary of
$275,000, payable on our regular scheduled payday. Mr. Pastrone is eligible for
an annual performance cash bonus of up to 40% of his annual base salary based on
meeting pre-determined periodic key performance indicators. Mr. Pastrone is also
eligible to receive aggregate annual equity awards under the Company's incentive
compensation plan equal to 40% of his annual base salary. Such awards will be
comprised of restricted common stock. The restricted common stock granted will
vest in equal one-third increments on each anniversary of the grant date, in
each instance subject to satisfying key performance indicators and other
performance criteria and his continued employment with us on the applicable
vesting date.
If Mr. Pastrone's employment is terminated by the Company other than for Cause
(which includes willful material misconduct and willful failure to materially
perform his responsibilities to the Company), he is entitled to receive
severance equal to the number of months of his actual employment under the
employment letter prior to the termination capped at a maximum payment of 12
months of his base salary.
Mr. Pastrone previously entered into the Company's standard Employee
Confidentiality and Assignment of Inventions Agreement prohibiting Mr. Pastrone
from disclosure of confidential and/or proprietary information relating to the
operations, products and services of the Company and its clients and
acknowledging that all intellectual property developed by Mr. Pastrone relating
to the Company's business constitutes its exclusive property.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The exhibits listed in the following Exhibit Index are filed as
part of this current report.
Exhibit No. Description
10.1 Employment Offer Letter, dated June 15, 2022, between SemaConnect
LLC and Mark Pastrone, as assumed by Blink Charging Co. on November
29, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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