Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Director
On January 28, 2022, Mahesh Saptharishi, previously designated to serve on the
Board of Directors (the "Board") of Evolv Technologies Holdings, Inc. (the
"Company") pursuant to that certain Stockholder Agreement (the "Stockholder
Agreement") between NewHold Investment Corp. and Motorola Solutions, Inc.
("Motorola"), stepped down from the Board effective immediately and consistent
with the terms of the Stockholder Agreement. As previously disclosed by the
Company, Motorola's right to a director designee on the Board under the
Stockholder Agreement will continue until the expiration or termination of that
certain Distributor Agreement, dated December 23, 2020, as amended and restated
from time to time (the "Distributor Agreement"), by and between the Company and
Motorola, pursuant to which the Company and Motorola agreed to integrate certain
mutually agreed features and functionality, with certain Company products.
Appointment of Director
On January 28, 2022, the Board, upon the recommendation of the Nominating and
Corporate Governance Committee, and pursuant to the Stockholder Agreement,
appointed John Kedzierski, as a designee of Motorola, to serve as a Class III
director of the Board for a term ending at the 2024 annual meeting of
stockholders of the Company, effective January 28, 2022. In approving the
appointment, the Board concluded that Ms. Kedzierski satisfies the independence
requirements of the Nasdaq Stock Market and the Company's Corporate Governance
Guidelines.
John Kedzierski, 43, is currently Senior Vice President and General Manager of
Video Security and Access Control at Motorola, since July 2019. He is
responsible for product management, research and development, and sales for the
Video Security and Access Control business. Immediately prior to leading the
Video Security and Access Control business, Mr. Kedzierski was Corporate Vice
President of Systems and Infrastructure products from October 2017 to
July 2019. From September 2015 to October 2017, Mr. Kedzierski was Corporate
Vice President and General Manager of North America Services and Commercial
Markets. He holds a Bachelor of Science degree in Computer Engineering from the
University of Illinois at Urbana-Champaign, and a Masters of Business
Administration from Northwestern University's Kellogg School of Management.
Mr. Kedzierski will not receive compensation from the Company in connection with
his position on the Board. Mr. Kedzierski is expected to enter into the
Company's standard form of indemnification agreement with the Company. Other
than the Distributor Agreement and the designation provisions of the Stockholder
Agreement, (i) there are no arrangements or understandings between
Mr. Kedzierski and any other person pursuant to which he was selected as a
director, (ii) there are no family relationships between Mr. Kedzierski and any
director or executive officer of the Company, and (iii) he does not have any
direct or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
Exhibit
No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
© Edgar Online, source Glimpses