Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 8, 2023, Jeremy Bezdek notified the Board of Directors (the "Board")
of FREYR Battery, a corporation in the form of a public limited liability
company (société anonyme) incorporated under the laws of Luxembourg (the
"Company"), that he will be tendering his resignation as a director of the
Company and as a member of its Compensation Committee (the "Committee"). Mr.
Bezdek was first appointed to the Board in July 2021. His decision to resign was
not due to any disagreement with the Company on any matter relating to the
Company's operations, policies or practices (financial or otherwise). By a
resolution of the Board, his resignation became effective on January 9, 2023. As
announced by the Company on December 23, 2022, Mr. Bezdek currently serves as
the Company's Executive Vice President of Global Corporate Development and
President of FREYR Battery U.S. and is expected to continue serving in this
position following his resignation from the Board.
On January 9, 2023, the Board also appointed Daniel Steingart as an independent
director of the Company, effective January 9, 2023. In addition, to fill the
vacancy on the Committee created by Mr. Bezdek's resignation, the Board
appointed Jason Forcier, an existing independent director of the Company, as a
member of the Committee effective January 9, 2023. The Board also appointed Mimi
Berdal, a current director on the Board and a member of the Committee, as
chairperson of the Committee, effective January 9, 2023.
Daniel Steingart is currently the Stanley-Thompson Professor of Chemical
Metallurgy at Columbia University where he is also the co-director of the
Columbia Electrochemical Energy Center. Over the last decade, his research in
energy storage has been adopted by various industries and has led directly or
indirectly to five electrochemical energy-related startup companies.
Additionally, Dr. Steingart is an Advisor to Electra where he held the role of
Chief Scientist between 2020 and 2021, Co-Founder of Liminal Insights Inc.
(since 2015) and Innate Energy, Scientific Advisor to Voltaiq and Industry
Advisor to Sila Nanotechnologies Inc. since 2016. Dr. Steingart joined Columbia
University in 2019 from Princeton University, where he was an associate
professor in the Department of Mechanical and Aerospace Engineering and the
Andlinger Center for Energy and the Environment from 2013 to 2019. Earlier, he
was an assistant professor in chemical engineering at the City College of the
City University of New York. Dr. Steingart received his Ph.D. in Materials
Science from the University of California, Berkeley, in 2006.
The Board believes Dr. Steingart is qualified to serve on the Company's Board
due to his extensive experience in battery storage research and applications,
energy technology and chemical engineering.
The Board has determined that Dr. Steingart is independent under the New York
Stock Exchange's listing standards and applicable law. There are no arrangements
or understandings between Dr. Steingart and any other persons pursuant to which
Dr. Steingart was appointed as a director of the Company. In addition, there are
no family relationships between Dr. Steingart and any director, executive
officer, or person nominated or chosen by the Company to become a director or
executive officer. There are no related party transactions between the Company
and Dr. Steingart that are required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
Dr. Steingart is eligible to receive compensation in accordance with the
Company's standard non-employee director compensation program. A description of
the Company's historical compensatory arrangement for non-employee directors is
set forth under the heading "Non-Employee Director Compensation" in the
Company's Annual Report on Form 10-K filed with the Securities and Exchange
Commission ("SEC") on March 9, 2022, which may be adjusted by the Board from
time to time. The Company expects that Dr. Steingart will enter into the
Company's standard form of indemnification agreement for its directors and
officers.
1
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release of FREYR Battery, issued January 10, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
2
© Edgar Online, source Glimpses