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ITEM
5.02
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Departure
of Directors or Certain officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On
February 26, 2019 Pacific Green Technologies Inc. (“we”, “us”, “our”, the “Company”)
appointed Richard Oliver as Chief Financial Officer of the Company. Concurrently with the appointment, we entered into an Employment
Agreement with Mr. Oliver, pursuant to which he will receive compensation of $150,000 per year (inclusive of benefits) for term
of the agreement which begins May 24, 2019. Pursuant to the Agreement, Mr. Oliver will also be entitled to receive stock options
to purchase our common shares as follows:
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Options
to purchase up to 25,000 common shares at a 25% discount to the average trading price
in the 30 days prior to the date of the agreement, exercisable 18 months after the date
of the agreement until termination of Mr. Oliver’s employment with the Company.
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●
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Options
to purchase up to 25,000 common shares at a 25% discount to the average trading price
in the 30 days prior to the first anniversary of the agreement, exercisable 18 months
after the first anniversary of the agreement until termination of Mr. Oliver’s
employment with the Company.
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In
addition, Mr. Oliver will be entitled to receive cash incentive bonuses for achieving performance milestones, including but not
limited to $2,500 for meeting each quarterly financial reporting deadline, $5,000 for meeting each annual financial reporting
deadline, and $10,000 each for ensuring timely financial and accounting integration of corporate acquisitions, timely receipt
of material corporate receivables, and timely preparation of investor presentations.
On
February 26, 2019, as described above, we issued the options to purchase 50,000 common shares to Mr. Oliver. The securities were
issued to one non-US person (as that term is defined in Regulation S of the
Securities Act
of 1933, as amended (the “Securities Act”)
), in offshore transactions relying on Regulation S of the
Securities
Act of 1933
, as amended.
Richard
Oliver—Chief Financial Officer
Richard
Oliver, MBA & Chartered Accountant, is a finance professional with expertise in a range of manufacturing, fabrication, inventory
management and company management roles. He joins our Company as Chief Financial Officer from Munro Building Services (“Munro”),
a UK based Mechanical & Electrical installation and maintenance services company, where he was Head of Finance since 2017.
Mr. Oliver qualified as a Chartered Accountant with Deloitte, where he worked on a wide range of manufacturing audits in the UK,
US & Canada from 1986 through 1991. From 1993 to 2017, he progressed from financial accountant to financial controller and
then to head of finance through a series of UK manufacturing companies, including Evans Universal (incinerator fabrication, including
flue gas treatment), Demaglass (glass manufacturing) and Muntons and G’s Fresh (food manufacturing), before joining Munro.
Within
the finance function, Mr. Oliver has used his experience to transform reporting timeframes for management accounts, implementing
just in time inventory management and control procedures, as well as treasury and cash management procedures, along with M&A
support. He has implemented numerous IT and accounting systems, including full ERP systems. In addition to his financial expertise,
he has been integrally involved in business planning and strategy, has developed full board reporting/KPI (jkey performance indicator)
packages in support of this, and reviewed business processes, supply chains and logistics, reducing lead times, freeing up working
capital and significantly reducing costs. During 2005 to 2009, Mr. Oliver also acted as COO for a service-oriented technology
business.
Mr.
Oliver graduated in Mathematics at King’s College London and is a Fellow of the Institute of Chartered Accountants in England
and Wales. He holds an MBA from Henley Business School.
Except
as disclosed herein, there have been no transactions between the Company and Richard Oliver since our last fiscal year which would
be required to be reported herein. There are no family or similar relationships among Mr. Oliver and any of our officers, directors,
or affiliates.