ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of Principal Executive Offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
☒ | Accelerated filer | ☐ | ||||
Non-accelerated filer |
☐ | Smaller reporting company | ||||
Emerging growth company |
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Name |
Age |
Position | ||||
Mark A. Russell |
59 | President, Chief Executive Officer and Director | ||||
Kim J. Brady |
58 | Chief Financial Officer | ||||
Pablo M. Koziner |
49 | President, Energy & Commercial | ||||
Joseph R. Pike |
40 | Chief Human Resources Officer | ||||
Britton M. Worthen |
48 | Chief Legal Officer |
• | compliance with laws, rules and regulations; |
• | confidentiality; |
• | conflicts of interest; |
• | corporate opportunities; |
• | fair dealing; |
• | payments or gifts from others; |
• | health and safety; |
• | insider trading; |
• | protection and proper use of company assets; and |
• | record keeping. |
Number of Members: |
3 | |
Members: |
Steven Shindler, Chair Sophia Jin Michael L. Mansuetti | |
Number of Meetings in 2021: |
5 | |
Functions: |
The functions of this committee include, among other things: • evaluating the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors; • reviewing our financial reporting processes and disclosure controls; • reviewing and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services;• reviewing the adequacy and effectiveness of our internal control policies and procedures, including the effectiveness of our internal audit function; • reviewing with the independent auditors the annual audit plan, including the scope of audit activities and all critical accounting policies and practices to be used by us; • preparing the report that the SEC requires in our annual proxy statement; • reviewing and providing oversight of any related party transactions in accordance with our related party transaction policy and reviewing and monitoring compliance with legal and regulatory responsibilities, including our code of ethics; • reviewing our major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management is implemented; • reviewing and evaluating the audit committee charter biennially and recommending any proposed changes to the board of directors; • obtaining and reviewing at least annually a report by our independent auditors describing the independent auditors’ internal quality control procedures and any material issues raised by the most recent internal quality-control review; |
• monitoring the rotation of our independent auditor’s lead audit and concurring partners and the rotation of other audit partners as required by law; • prior to engagement of any independent auditor, and at least annually thereafter, reviewing relationships that may reasonably be thought to bear on their independence, and assessing and otherwise taking the appropriate action to oversee the independence of our independent auditor; • reviewing our annual and quarterly financial statements and reports and discussing the statements and reports with our independent auditors and management; • reviewing with our independent auditors and management significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy, and effectiveness of our financial controls and critical accounting policies; • reviewing with management and our auditors any earnings announcements and other public announcements regarding material developments; and • establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls, auditing or other matters. |
Number of Members: |
3 | |
Members: |
Mary L. Petrovich, Chair Gerrit A. Marx DeWitt C. Thompson, V | |
Number of Meetings in 2021: |
4 | |
Functions: |
The functions of this committee include, among other things: • reviewing and approving the corporate objectives that pertain to the determination of executive compensation; • reviewing and approving the compensation and other terms of employment of our executive officers; • reviewing and approving performance goals and objectives relevant to the compensation of our executive officers and assessing their performance against these goals and objectives; • making recommendations to the board of directors regarding the adoption or amendment of equity and cash incentive plans and approving amendments to such plans to the extent authorized by the board of directors; |
• reviewing and making recommendations to the board of directors regarding the type and amount of compensation to be paid or awarded to our non-employee board members;• reviewing and assessing the independence of compensation consultants, legal counsel and other advisors as required by Section 10C of the Exchange Act; • administering our equity incentive plans, to the extent such authority is delegated by the board of directors; • reviewing and approving the terms of any employment agreements, severance arrangements, change in control protections and any other compensation, perquisites and special or supplemental benefits for our executive officers; • reviewing with management our disclosures under the caption “Compensation Discussion and Analysis” in our periodic reports or proxy statements to be filed with the SEC, to the extent such caption is included in any such report or proxy statement; • preparing an annual report on executive compensation that the SEC requires in our annual proxy statement; and • reviewing and evaluating the compensation committee charter biennially and recommending any proposed changes to the board of directors |
Number of Members: |
3 | |
Members: |
Stephen J. Girsky, Chair Lynn Forester de Rothschild Bruce L. Smith | |
Number of Meetings in 2021: |
4 | |
Functions: |
The functions of this committee include, among other things: • identifying, reviewing and making recommendations of candidates to serve on the board of directors; • evaluating the performance of the board of directors, committees of the board of directors and individual directors and determining whether continued service on the board of directors is appropriate; • evaluating nominations by stockholders of candidates for election to the board of directors; • evaluating the current size, composition and organization of the board of directors and its committees and making recommendations to the board of directors for approvals; • developing a set of corporate governance policies and principles and recommending to the board of directors any changes to such policies and principles; • reviewing issues and developments related to corporate governance and identifying and bringing to the attention of the board of directors current and emerging corporate governance trends; • discussing with management, as appropriate, the policies, programs, practices, and reports concerning environmental and social governance, including sustainability, environmental protection, community and social responsibility and human rights; and | |
• reviewing periodically the sustainability, nominating and corporate governance committee charter, structure and membership requirements and recommending any proposed changes to the board of directors. |
• | Attract, retain, incent and reward highly qualified executives who are committed to our mission, objectives and a “shared success” culture. |
• | Create an internally equitable and externally competitive compensation program that rewards executives for their performance and contributions to our long-term business results. |
• | Ensure the predominant portion of each executive’s compensation is tied to our share price performance, thereby aligning executive interests directly with those of our stockholders. |
• | Reward performance over multiple years by vesting equity awards after approximately three years, thereby aligning the timing of executive compensation with the time horizon required by business objectives. |
• | Adhere to the highest standards of corporate governance through the deliberate and objective review and approval by an independent board of directors and disclosure of our programs to our stockholders. Specifically, we believe in transparency and providing sufficient information and context to stakeholders so they may assess our executive compensation program, practices, and effectiveness. |
Compensation Element |
Principles and Objectives | |
Annual Salary |
• Promotes value creation with salaries that are significantly below competitive norms. | |
Equity Awards |
• Promotes a foundation of retention and optimizes stockholder alignment. • Denominated as an annual grant value (with minimum amounts for each named executive officer set forth in their employment agreements), delivered as restricted stock units, that cliff-vest following the third anniversary of grant. |
Annual Cash Compensation |
Annual Cash Bonus |
Cliff Vesting Period for Annual and Performance Stock Grants |
Amount of 2020 Performance Stock Award Earned to Date by NEOs | |||
$1 | $0 | 3 YEARS | $0 |
2021 Annual Salary |
2021 Stock Award Target Value |
Number of RSUs Granted in 2021 that Vest Prior to 2024 |
Number of Shares of 2020 Performance Award that Vest if Performance Targets are not Achieved |
Projected Annualized Total Stockholder Return Required for the CEO to Earn the Full Performance Award(1) | ||||
$1 | $6,000,000 | 0 | 0 | 76.5% |
(1) | Represents the annualized return required to achieve the highest share price milestone of $55 over the three-year performance period from the Business Combination share price of $10 per share. |
* | The cash compensation percentage has been rounded up to the nearest percentage point and the annual stock grant percentage has been rounded down to the nearest percentage point. Stock awards reflect values as disclosed in the Grants of Plan-Based Awards Table. |
Name and Position |
Annual Salary ($) |
Target Bonus ($) |
Target Stock Award ($) (1) |
Target Total Pay ($) |
||||||||||||
Mark A. Russell President and Chief Executive Officer |
1 | 0 | 6,000,000 | 6,000,001 | ||||||||||||
Kim J. Brady Chief Financial Officer |
1 | 0 | 3,200,000 | 3,200,001 | ||||||||||||
Pablo M. Koziner President, Energy & Commercial |
1 | 0 | 3,100,000 | 3,100,001 | ||||||||||||
Britton M. Worthen Chief Legal Officer |
1 | 0 | 3,000,000 | 3,000,001 | ||||||||||||
Joseph R. Pike Chief Human Resources Officer |
1 | 0 | 2,000,000 | 2,000,001 |
(1) | Time-based RSUs vest 100% on March 3, 2024, subject to continued service through that date. |
Share Price |
Nikola Equity Value |
Incremental Gains to Stockholders |
Gains to Stockholders (%) |
Gains to Executive Officers (%) |
Total Performance Shares (#) |
|||||||||||||||
$10.00 (Business Combination Price) |
$ | 4 billion | — | — | — | — | ||||||||||||||
$25.00 |
$ | 10 billion | $ | 6 billion | 98.75 | % | 1.25 | % | 2,929,557 | |||||||||||
$40.00 |
$ | 16 billion | $ | 12 billion | 97.50 | % | 2.50 | % | 7,323,392 | |||||||||||
$55.00 |
$ | 22 billion | $ | 18 billion | 96.00 | % | 4.00 | % | 13,317,712 |
Performance Awards Granted in June 2020 at Each Share Price Milestone |
||||||||||||||||||||||||
Chief Executive Officer |
Chief Financial Officer |
Chief Legal Officer |
Chief Human Resources Officer |
President, Energy & Commercial (1) |
Total Performance Shares Outstanding(2) |
|||||||||||||||||||
$10.00 |
— | — | — | — | — | — | ||||||||||||||||||
$25.00 |
1,069,000 | 570,000 | 534,000 | 356,000 | 400,557 | 2,929,557 | ||||||||||||||||||
$40.00 |
1,603,000 | 855,000 | 801,000 | 534,000 | 600,835 | 4,393,835 | ||||||||||||||||||
$55.00 |
2,187,000 | 1,166,000 | 1,093,000 | 729,000 | 819,320 | 5,994,320 | ||||||||||||||||||
Total |
4,859,000 |
2,591,000 |
2,428,000 |
1,619,000 |
1,820,712 |
13,317,712 |
(1) | In connection with Mr. Koziner’s promotion to President, Energy & Commercial and being appointed an executive officer of the Company, the Company granted performance awards to him on the same terms as the other named executive officers but with the number of performance shares adjusted by the number of months remaining in the performance period and adjusted by the stock price at the time the grant was approved by the board of directors in December 2020. |
(2) | This column shows the total number of shares underlying performance awards outstanding as of the end of the fiscal year. |
• | health, dental and vision insurance; |
• | life insurance and accidental death and dismemberment insurance; |
• | a 401(k) plan (in which no executive officer participated during 2021); |
• | vacation and paid holidays; |
• | short-and long-term disability insurance; and |
• | a health savings account. |
Name and principal position |
Fiscal Year |
Salary ($)(1) |
Bonus ($)(2) |
Stock Awards ($)(3) |
Option Awards ($)(3) |
All Other Compensation ($)(4) |
Total ($) |
|||||||||||||||||||||
Mark A. Russell President and Chief Executive Officer |
2021 | 1 | — | 5,609,641 | — | — | 5,609,642 | |||||||||||||||||||||
2020 | 173,077 | — | 159,026,298 | — | — | 159,199,375 | ||||||||||||||||||||||
2019 | 250,866 | — | — | 6,307,496 | — | 6,558,362 | ||||||||||||||||||||||
Kim J. Brady Chief Financial Officer |
2021 | 1 | — | 2,991,816 | — | — | 2,991,817 | |||||||||||||||||||||
2020 | 144,231 | 1,041,139 | 84,800,710 | — | 50,566 | 86,036,646 | ||||||||||||||||||||||
2019 | 250,000 | — | — | — | 12,451 | 262,451 |
Name and principal position |
Fiscal Year |
Salary ($)(1) |
Bonus ($)(2) |
Stock Awards ($)(3) |
Option Awards ($)(3) |
All Other Compensation ($)(4) |
Total ($) |
|||||||||||||||||||||
Pablo M. Koziner President, Energy & Commercial |
2021 | 1 | — | 2,898,315 | — | — | 2,898,316 | |||||||||||||||||||||
2020 | 2 | — | 31,473,917 | — | — | 31,473,919 | ||||||||||||||||||||||
Britton M. Worthen Chief Legal Officer |
2021 | 1 | — | 2,804,826 | — | — | 2,804,827 | |||||||||||||||||||||
2020 | 144,231 | — | 79,470,349 | — | — | 79,614,580 | ||||||||||||||||||||||
Joseph R. Pike Chief Human Resources Officer |
2021 | 1 | — | 1,869,888 | — | — | 1,869,889 | |||||||||||||||||||||
2020 | 115,385 | — | 52,992,744 | — | — | 53,108,129 |
(1) | The salary amounts reflect the actual base salary payments earned by our named executive officers in the applicable fiscal year. For 2021, the amounts shown represent total salary paid to the named executive officers during full fiscal year 2021, reflecting salaries of $1 to each of the named executive officers. |
(2) | The Company awarded no cash bonuses to any named executive officer during 2021. |
(3) | The amounts in this column represent the aggregate fair value of restricted stock unit awards in 2021, and restricted stock unit awards and market-based performance restricted stock unit awards in 2020, computed as of the grant date of each award in accordance with ASC 718 for financial reporting purposes, rather than amounts paid to or realized by the individual. See the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021 for a discussion of assumptions made in determining the grant date fair value and compensation expense of our stock awards. |
(4) | No matching contributions were made to the 401(k) Plan for any executive officer during 2021. |
Name |
Grant Date |
All Other Stock Awards: Number of Shares of Stock or Units (#)(1) |
Grant Date Fair Value of Stock Awards ($)(2) |
|||||||||
Mark A. Russell |
2021/04/22 | 476,605 | 5,609,641 | |||||||||
Kim J. Brady |
2021/04/22 | 254,190 | 2,991,816 | |||||||||
Pablo M. Koziner |
2021/04/22 | 246,246 | 2,898,315 | |||||||||
Britton M. Worthen |
2021/04/22 | 238,303 | 2,804,826 | |||||||||
Joseph R. Pike |
2021/04/22 | 158,869 | 1,869,888 |
(1) | For all named executive officers, represents time-based RSUs granted pursuant to the 2020 Stock Plan on April 22, 2021 which cliff vest 100% on March 3, 2024, subject to continued service through the vesting date. |
(2) | The amounts in this column represent the aggregate fair value of restricted stock unit awards computed as of the grant date of each award in accordance with ASC 718 for financial reporting purposes, rather than amounts paid to or realized by the individual. See the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021, for a discussion of assumptions made in determining the grant date fair value and compensation expense of our stock awards. |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Name |
Date Granted |
Number of Securities Underlying Unexercised Options Exercisable (#) |
Number of Securities Underlying Unexercised Options Unexercisable (#) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock that Have Not Vested (#)(1) |
Market Value of Shares or Units of Stock that Have Not Vested ($)(2) |
Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested (#)(3) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units That Have Not Vested ($)(4) |
|||||||||||||||||||||||||||
Mark A. Russell |
2019/02/27 | 8,843,299 | — | 1.06 | 2029/02/26 | — | — | — | — | |||||||||||||||||||||||||||
2020/06/03 | — | — | — | — | 600,000 | 5,922,000 | — | — | ||||||||||||||||||||||||||||
2020/06/03 | — | — | — | — | — | — | 1,069,000 | 10,551,030 | ||||||||||||||||||||||||||||
2020/06/03 | — | — | — | — | — | — | 1,603,000 | 15,821,610 | ||||||||||||||||||||||||||||
2020/06/03 | — | — | — | — | — | — | 2,187,000 | 21,585,690 | ||||||||||||||||||||||||||||
2021/04/22 | — | — | — | — | 476,605 | (7) | 4,704,091 | — | — | |||||||||||||||||||||||||||
Kim J. Brady |
2017/11/13 | 5,185,232 | — | 1.06 | 2027/11/12 | — | — | — | — | |||||||||||||||||||||||||||
2018/12/21 | 5,090,182 | — | 1.06 | 2028/12/20 | — | — | — | — | ||||||||||||||||||||||||||||
2020/06/03 | — | — | — | — | 320,000 | 3,158,400 | — | — | ||||||||||||||||||||||||||||
2020/06/03 | — | — | — | — | — | — | 570,000 | 5,625,900 | ||||||||||||||||||||||||||||
2020/06/03 | — | — | — | — | — | — | 855,000 | 8,438,850 | ||||||||||||||||||||||||||||
2020/06/03 | — | — | — | — | — | — | 1,166,000 | 11,508,420 | ||||||||||||||||||||||||||||
2021/04/22 | — | — | — | — | 254,190 | (7) | 2,508,855 | — | — | |||||||||||||||||||||||||||
Pablo M. Koziner |
2020/08/17 | — | — | — | — | 175,000 | (5) | 1,727,250 | — | — | ||||||||||||||||||||||||||
2020/12/22 | — | — | — | — | — | — | 400,557 | 3,953,498 | ||||||||||||||||||||||||||||
2020/12/22 | — | — | — | — | — | — | 600,835 | 5,930,241 | ||||||||||||||||||||||||||||
2020/12/22 | — | — | — | — | — | — | 819,320 | 8,086,688 | ||||||||||||||||||||||||||||
2021/04/22 | — | — | — | — | 246,246 | (7) | 2,430,448 | — | — |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Name |
Date Granted |
Number of Securities Underlying Unexercised Options Exercisable (#) |
Number of Securities Underlying Unexercised Options Unexercisable (#) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock that Have Not Vested (#)(1) |
Market Value of Shares or Units of Stock that Have Not Vested ($)(2) |
Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested (#)(3) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units That Have Not Vested ($)(4) |
|||||||||||||||||||||||||||
Britton M. Worthen |
2017/11/01 | 61,482 | — | 1.06 | 2027/10/31 | — | — | — | — | |||||||||||||||||||||||||||
2018/10/17 | 1,634,860 | — | 1.06 | 2028/10/16 | — | — | — | — | ||||||||||||||||||||||||||||
2018/11/01 | 55,326 | — | 1.06 | 2028/10/31 | — | — | — | — | ||||||||||||||||||||||||||||
2018/12/31 | 750,644 | (6) | — | 1.06 | 2028/12/31 | — | — | — | — | |||||||||||||||||||||||||||
2019/03/19 | 2,851,500 | — | 1.06 | 2029/03/18 | — | — | — | — | ||||||||||||||||||||||||||||
2020/06/03 | — | — | — | — | 300,000 | 2,961,000 | — | — | ||||||||||||||||||||||||||||
2020/06/03 | — | — | — | — | — | — | 534,000 | 5,270,580 | ||||||||||||||||||||||||||||
2020/06/03 | — | — | — | — | — | — | 801,000 | 7,905,870 | ||||||||||||||||||||||||||||
2020/06/03 | — | — | — | — | — | — | 1,093,000 | 10,787,910 | ||||||||||||||||||||||||||||
2021/04/22 | — | — | — | — | 238,303 | (7) | 2,352,051 | — | — | |||||||||||||||||||||||||||
Joseph R. Pike |
2018/10/17 | 409,712 | — | 1.06 | 2028/01/21 | — | — | — | — | |||||||||||||||||||||||||||
2018/12/31 | 180,153 | (6) | — | 1.06 | 2028/12/31 | — | — | — | — | |||||||||||||||||||||||||||
2020/06/03 | — | — | — | — | 200,000 | 1,974,000 | — | — | ||||||||||||||||||||||||||||
2020/06/03 | — | — | — | — | — | — | 356,000 | 3,513,720 | ||||||||||||||||||||||||||||
2020/06/03 | — | — | — | — | — | — | 534,000 | 5,270,580 | ||||||||||||||||||||||||||||
2020/06/03 | — | — | — | — | — | — | 729,000 | 7,195,230 | ||||||||||||||||||||||||||||
2021/04/22 | — | — | — | — | 158,869 | (7) | 1,568,037 | — | — |
(1) | Time-based restricted stock units granted to our named executive officers vest 100% following the third anniversary of grant, unless otherwise indicated |
(2) | The market value of unvested time-based restricted stock units is calculated based on the closing price of our common stock ($9.87) as reported on the Nasdaq Global Select Market on December 31, 2021. |
(3) | Market-based performance stock units granted to the named executive officers vest 100% following the third anniversary of grant to the extent we have achieved the defined performance milestones during the performance period. |
(4) | The market value of unvested market-based performance restricted stock units that have not vested is calculated based on the closing price of our common stock ($9.87) as reported on the Nasdaq Global Select Market on December 31, 2021. Because none of the market-based share price milestones had been achieved by December 31, 2021 and none of the performance award had been earned, the market value of the performance units was $0. |
(5) | These restricted stock units vest semi-annually over three years from the date of grant. |
(6) | Represents performance-based stock options issued under Legacy Nikola’s Founder Stock Option Plan, effective as of December 31, 2018 (the “Founder Stock Option Plan”). These shares fully vested upon the closing of the Business Combination. |
(7) | These restricted stock units vest 100% March 3, 2024, subject to continued service through March 3, 2024. |
Stock Awards |
||||||||
Name |
Number of Shares Acquired on Vesting (#) |
Value Realized on Vesting ($)(1) |
||||||
Mark A. Russell |
— | — | ||||||
Kim J. Brady |
— | — | ||||||
Pablo M. Koziner |
100,000 | 1,331,250 | ||||||
Britton M. Worthen |
— | — | ||||||
Joseph R. Pike |
— | — |
(1) | The value realized upon vesting of restricted stock units was computed by multiplying the number of shares of common stock underlying RSUs that vested by the closing price of our common stock on the vesting date. |
Value of Cash Payments ($) |
Value of Accelerated Equity Awards ($) |
|||||||||||||||
Name |
Involuntary Termination (1) |
Death, Disability, Retirement, Voluntary Termination |
Involuntary Termination (2) |
Death, Disability(3) |
||||||||||||
Mark A. Russell |
2,616,114 | — | 10,626,091 | 10,626,091 | ||||||||||||
Kim J. Brady |
1,068,509 | — | 5,667,255 | 5,667,255 | ||||||||||||
Pablo M. Koziner |
1,061,673 | — | 4,157,698 | 4,157,698 | ||||||||||||
Britton M. Worthen |
1,068,509 | — | 5,313,051 | 5,313,051 | ||||||||||||
Joseph R. Pike |
963,408 | — | 3,542,037 | 3,542,037 |
(1) | Upon a termination without cause or a resignation for good reason, with or without a change in control, our named executive officers would be entitled to a cash lump sum severance payment plus a cash lump sum amount equivalent to 18 months of COBRA benefits continuation in exchange for a release of claims against us and other covenants determined to be in our best interests. |
(2) | Upon a termination without cause or a resignation for good reason, with or without a change in control, all outstanding stock options and restricted stock units immediately vest in full. For involuntary terminations without a change in control, outstanding performance units will vest in an amount based upon the stock price milestones achieved prior to the executive’s termination date and then pro-rated for the amount of time that the executive was employed during the Performance Period. For involuntary terminations following a change in control, outstanding performance units that converted to time vested stock awards units based upon the stock price milestones achieved in the change in control vest. Because all stock options held by our named executive officers had already vested and none of the performance stock price milestones had been achieved by fiscal year end, the values shown reflect the number of accelerated time-based restricted stock units multiplied by the closing stock price ($9.87) on the last day of 2021. |
(3) | For terminations due to death and disability, all outstanding stock options and restricted stock units held by our named executive officers will vest immediately. Outstanding performance units will vest in an amount based upon the stock price milestones achieved prior to the date of the executive’s death or termination due to disability. Because all stock options held by our named executive officers had already vested, and because none of the performance stock price milestones had been achieved by fiscal year end, the values shown reflect the number of accelerated time-based restricted stock units multiplied by the closing stock price ($9.87) on the last day of 2021. |
Role |
Cash Retainer $ |
Equity Retainer $ |
Special Equity Retainer $ |
Total Compensation $ |
||||||||||||
Chairman of the Board of Directors |
— | 200,000 | 150,000 | 350,000 | ||||||||||||
Chair of a Committee |
— | 200,000 | 10,000 | 210,000 | ||||||||||||
Director |
— | 200,000 | — | 200,000 |
Name |
Fees earned or paid in cash ($) |
Stock awards ($)(1) |
All other compensation ($) |
Total ($) |
||||||||||||
Stephen J. Girsky |
— | 327,230 | — | 327,230 | ||||||||||||
Sophia Jin |
— | 186,990 | — | 186,990 | ||||||||||||
Michael L. Mansuetti |
— | 186,990 | — | 186,990 | ||||||||||||
Gerrit A. Marx |
— | 196,347 | — | 196,347 | ||||||||||||
Mary L. Petrovich |
— | 186,990 | — | 186,990 | ||||||||||||
Steven M. Shindler |
— | 196,347 | — | 196,347 | ||||||||||||
Bruce L. Smith |
— | 186,990 | — | 186,990 | ||||||||||||
DeWitt C. Thompson, V |
— | 186,990 | — | 186,990 | ||||||||||||
Jeffrey W. Ubben |
— | 196,347 | — | 196,347 |
(1) | Amounts represent the aggregate fair value of the RSUs computed as of the grant date of each award in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”) for financial reporting purposes, rather than amounts paid to or realized by the named individual. See the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021 for a discussion of assumptions made in determining the grant date fair value and compensation expense of our stock awards. |
Name |
Number of shares |
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Stephen J. Girsky |
53,467 | |||
Sooyean (Sophia) Jin |
35,887 | |||
Michael L. Mansuetti |
35,887 | |||
Gerrit A. Marx |
37,682 | |||
Mary L. Petrovich |
20,194 | |||
Steven M. Shindler |
22,983 | |||
Bruce L. Smith |
21,211 | |||
DeWitt C. Thompson, V |
35,887 | |||
Jeffrey W. Ubben |
37,682 |
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) |
Weighted average exercise price of outstanding options, warrants and rights (b) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
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Equity compensation plans approved by security holders |
54,492,544 | $ | 1.28 | 18,909,253 | ||||||||
Equity compensation plans not approved by security holders |
— | — | — | |||||||||
Total |
54,492,544 | (1) | $ | 1.28 | 18,909,253 | (2) | ||||||
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(1) | Consists of 28,996,160 shares issuable upon exercise of options outstanding under Legacy Nikola’s 2017 Stock Option Plan, 12,178,672 shares issuable upon vesting of outstanding RSUs under our 2020 Stock Plan, and 13,317,712 shares issuable upon vesting settlement of market-based RSUs outstanding under our 2020 Stock Plan. There are no options outstanding under our 2020 Stock Plan. The weighted average exercise price in column (b) does not take into account the RSUs or market-based RSUs that have no exercise price. |
(2) | Consists of 14,909,253 shares available for future issuance under our 2020 Stock Plan and 4,000,000 shares available for future issuance the 2020 ESPP as of December 31, 2021. |
Shares Beneficially Owned |
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Name and address of beneficial owner |
Number |
% of Ownership |
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Named Executive Officers and Directors: |
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Mark A. Russell(1) |
49,774,487 | 11.7 | % | |||||
Kim J. Brady(2) |
10,275,414 | 2.4 | % | |||||
Pablo M. Koziner |
129,803 | * | ||||||
Joseph R. Pike(3) |
589,865 | * | ||||||
Britton M. Worthen(4) |
5,353,812 | 1.3 | % | |||||
Stephen J. Girsky(5) |
1,807,811 | * | ||||||
Lynn Forester de Rothschild |
200,000 | * | ||||||
Sooyean (Sophia) Jin(6) |
35,887 | * | ||||||
Michael L. Mansuetti(7) |
35,887 | * | ||||||
Gerrit A. Marx(8) |
37,682 | * | ||||||
Mary L. Petrovich(9) |
20,194 | * | ||||||
Steven M. Shindler(10) |
425,281 | * | ||||||
Bruce L. Smith(11) |
21,211 | * | ||||||
DeWitt C. Thompson, V(12) |
13,180,103 | 3.2 | % | |||||
All executive officers and directors as a group (14 persons)(13) |
81,887,437 | 18.5 | % | |||||
5% Stockholders: |
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M&M Residual, LLC(14) |
49,365,986 | 11.8 | % | |||||
T&M Residual, LLC(1) |
39,876,497 | 9.6 | % | |||||
Iveco S.p.A.(15) |
25,661,448 | 6.1 | % | |||||
Norges Bank(16) |
20,879,125 | 5.0 | % |
* | Represents beneficial ownership of less than 1%. |
(1) | Consists of (i) 1,054,691 shares held by Mr. Russell, (ii) 39,876,497 shares held by T&M Residual, and (iii) options to purchase 8,843,299 shares of common stock held by Mr. Russell that are exercisable within 60 days of March 2, 2022. T&M Residual is owned by Trevor R. Milton and Mark A. Russell. Mr. Russell is the manager of T&M Residual and has sole dispositive power over the shares held by T&M Residual. |
(2) | Represents options to purchase 10,275,414 shares of common stock that are exercisable within 60 days of March 2, 2022. |
(3) | Consists of options to purchase 409,712 shares of common stock that are exercisable within 60 days of March 2, 2022 and options to purchase 180,153 shares of common stock pursuant to the Founder Stock Option Plan. |
(4) | Consists of options to purchase 4,603,168 shares of common stock that are exercisable within 60 days of March 2, 2022 and options to purchase 750,644 shares of common stock pursuant to the Founder Stock Option Plan. |
(5) | Includes 181,441 shares underlying private warrants and 27,802 RSUs that vest within 60 days of March 2, 2022. |
(6) | Includes 15,887 RSUs that vest within 60 days of March 2, 2022. |
(7) | Includes 15,887 RSUs that vest within 60 days of March 2, 2022. |
(8) | Includes 16,682 RSUs that vest within 60 days of March 2, 2022. Mr. Marx serves as Chief Executive Officer of each of Iveco Group N. V. and Iveco. Mr. Marx is affiliated with Iveco but has no voting or dispositive power over the shares held by Iveco. |
(9) | Includes 15,887 RSUs that vest within 60 days of March 2, 2022. |
(10) | Includes 31,441 shares underlying private warrants and 16,682 RSUs that vest within 60 days of March 2, 2022. |
(11) | Includes 15,887 RSUs that vest within 60 days of March 2, 2022. |
(12) | Consists of 13,144,216 shares held by Legend Capital Partners and 15,887 RSUs that vest within 60 days of March 2, 2022. Legend Capital Partners has entered into arrangements under which it has pledged 13,144,216 shares of common stock held by Legend Capital Partners to secure loans with financial institutions. Such loans have or will have various requirements to repay all or portion of the loan upon the occurrence of various events, including when the price of common stock goes below certain specified levels. Legend Capital Partners may need to sell shares of our common stock to meet these repayment requirements. Upon a default under one or more of these loans, the lender could sell the pledged shares into the market without limitation on volume or manner of sale. As the Managing Partner of Legend Capital Partners, Mr. Thompson may be deemed to indirectly beneficially own shares held by Legend and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The business address of this stockholder is 1245 Bridgestone Blvd., LaVergne, TN 37086. |
(13) | Consists of (i) 56,471,564 shares beneficially owned, directly or indirectly, by our current executive officers and directors, (ii) options to purchase 24,131,593 shares of common stock that are exercisable within 60 days of March 2, 2022, (iii) options to purchase 930,797 shares of common stock pursuant to the Founder Stock Option Plan, (iv) 212,882 shares underlying exercisable private warrants and (v) 140,601 RSUs that vest within 60 days of March 2, 2022. |
(14) | Based on a Form 4 filed jointly on February 9, 2022, by Trevor R. Milton and M&M Residual. M&M Residual is wholly-owned by Mr. Milton and Mr. Milton has sole voting and dispositive power over shares held by M&M Residual. Consists of 1,250,000 shares held by Mr. Milton’s spouse and 48,115,986 shares held by M&M Residual. The business address of this stockholder is P.O. Box 50608, Phoenix, AZ 85076. |
(15) | Based on Schedule 13D filed jointly on June 15, 2020, by Iveco and CNHI. Iveco is a wholly-owned subsidiary of CNHI. CNHI and Iveco may be deemed to share the power to vote or to direct the vote of and to dispose or to direct the disposition of all of the shares owned by Iveco. The business address of this stockholder is 25 St. James’ Street, London, SW1A 1HA, United Kingdom. |
(16) | Based on a Schedule 13G filed on March 10, 2022 by Norges Bank (Central Bank of Norway) (“Norges”). Norges has sole voting and dispositive power with respect to 20,663,395 shares and shared dispositive power with respect to 215,730 shares. The principal address for Norges is Bankplassen 2, P.O. Box 1179 Sentrum, NO 0107 Oslo, Norway. |
• |
the risks, costs, and benefits to the Company; |
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the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated; |
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the materiality and character of the related person’s direct and indirect interest; |
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the related person’s actual or apparent conflict of interest; |
• |
the terms of the transaction; |
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the availability of other sources for comparable services or products; and |
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the terms available to or from, as the case may be, unrelated third parties. |
Year ended December 31, |
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2021 |
2020 |
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(In thousands) |
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Audit Fees(1) |
$ | 1,320,000 | $ | 933,895 | ||||
Audit-related Fees |
— | — | ||||||
Tax Fees(2) |
73,000 | 278,292 | ||||||
All Other Fees(3) |
1,350 | 1,000 | ||||||
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$ | 1,394,350 | $ | 1,213,187 | |||||
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(1) | Audit fees consist of fees billed for professional services rendered for the audit of our financial statements, including, the aggregate fees billed for 2021 and 2020 for professional services rendered for the audit of our annual financial statements included in our Annual Report on Form 10-K, review of the quarterly financial information included in our Exchange Act filings and review of the financial information included in our S-1 related to our pro forma in connection with the Business Combination. |
(2) | Tax fees consist of consulting work and assistance related to tax compliance. |
(3) | All other fees consist of the cost of our subscription to an accounting research tool provided by Ernst & Young LLP. |
3. | The exhibits listed in the following Index to Exhibits are filed or incorporated by reference as part of this report. |
NIKOLA CORPORATION | ||||||
Date: March 11, 2022 | By: | /s/ Mark A. Russell | ||||
Mark A. Russell | ||||||
President and Chief Executive Officer |