Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 19, 2023, the Compensation Committee of the Board of Directors (the
"Board") of Lightning eMotors, Inc., a Delaware corporation (the "Company"),
established, and the Board subsequently ratified, a short-term incentive plan
for the Company's executive officers, including the named executive officers,
for the 2023 fiscal year (the "2023 STI Plan"). The 2023 STI Plan provides for
two six-month performance periods (January 1 - June 30 and July 1 - December
31). Payouts under the 2023 STI Plan will be measured based on four equally
weighted performance metrics: the Company's achievement with respect to revenue,
product gross margin, and vehicle uptime, and the fourth being individual
performance. Under the 2023 STI Plan, the executive officers will receive an
annual target award expressed as a percentage of such person's base salary.
Specifically, for the President & Chief Executive Officer, the Chief Financial
Officer, and the Chief Revenue Officer, the full-year target bonus opportunities
under the 2023 STI Plan will be 80%, 40%, and 40% of their 2023 base salaries,
respectively. Threshold, target and stretch performance goals will correspond to
potential payouts of 50%, 100% and 150% (the maximum achievable) of the target
levels, respectively. The two six-month performance periods will be equally
weighted, such that each performance period will determine the executive
officer's entitlement to half of the potential bonus opportunity. After the end
of each performance period, the Compensation Committee will determine if any
bonuses were earned and any such earned bonuses will be paid as soon as
reasonably practicable after conclusion of each performance period.
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