| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Chief Technology Officer
Effective
as of November 1, 2022, KULR Technology Group, Inc. (the “Company”) announced the appointment by the Company’s Board
of Directors (the “Board”) of Dr. William Walker as Chief Technology Officer (“CTO”) of the Company.
Dr. Walker, age 32, who originally
joined the company in March 2022 as Director of Engineering, has significant experience in professional and research related activities
focused on thermo-electrochemical testing and analysis of lithium-ion (Li-ion) battery assemblies and related thermal management products
designed for space exploration applications. Prior to joining the Company, from October 2021 to March 2022, Dr. Walker was a Research
Scientist at Underwriters Laboratories Inc. since October of 2021. From June 2012 to October 2021, Dr. Walker was employed by the National
Aeronautics and Space Administration (NASA) Johnson Space Center (JSC) where he focused on designing battery assemblies for human spaceflight
applications capable of safely mitigating the effects of thermal runaway and preventing cell-to-cell propagation. Dr. Walker was recognized
with a NASA Trailblazer award and with the RNASA Stellar Award for early career contributions to Li-ion battery thermal analysis and calorimetry
methods. Dr. Walker continues to be engaged in the academic and professional communities focused on battery safety. Dr. Walker received
his B.S. in Mechanical Engineering at West Texas A&M University (WTAMU) and Ph.D. in Materials Science and Engineering at the University
of Houston (UH).
Dr. Walker will receive an
annual salary of $210,000. In connection with his appointment, the Board granted Dr. Walker 100,000 shares of the Company’s common
stock, which shall vest in four equal annual installments. No arrangement or understanding exists between Dr. Walker and any other
persons pursuant to which he was appointed to the management of the Company. Dr. Walker has not engaged in any transaction or any currently
proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which any related
person had or will have a direct or indirect material interest.
In
recognition of Dr. Walker’s value to the Company and his appointment to the CTO position, Dr. Timothy Knowles changed his
title from Chief Technology Officer to Executive Technical Fellow. Dr. Knowles’ change in title was not as a result of any disagreements
with the Company on any matter relating to its operations, policies or practices. Dr. Timothy Knowles will also remain a director of the
Board.
Appointment of Lead Director of the Board
Effective
as of November 1, 2022, the Board appointed Dr. Joanna Massey as lead director (the “Lead Director”) of the Board. Dr.
Massey has served on the Board, and its committees, since June 2021. The Board, believing that the Lead Director position would
enhance corporate governance and relieve certain duties of the Board’s Chairman, Michael Mo, to allow him to focus on the
performance of his Chief Executive Officer duties, designated certain responsibilities to be fulfilled by the Lead Director,
including but not limited to: (i) coordinating the activities of the independent directors; (ii) setting the agenda for board
meetings in conjunction with the CEO and corporate secretary; (iii) chairing executive sessions of the independent directors; and
(iv) performing such other duties as are assigned from time to time by the board.
Management Equity Incentive Grants
Effective as of November 1,
2022, the Board unanimously approved equity grants, to each of Dr. Joanna Massey and Morio Kurosaki,
equal to 30,000 shares of the Company’s common stock to be vested in four equal quarterly installments (the first vest to
occur on December 31, 2022), and grants of a fully vested 7,500 shares for services performed during the quarter ended September 30, 2022.
Effective as of November 1,
2022, the Board also unanimously approved the termination of a previously issued equity incentive
grant of 1,500,000 to each of Keith Cochran and Michael Mo, which grants had vesting schedules corresponding with the achievement of certain
market-capitalization milestones. In order to more accurately reflect the incentive compensation that the previously issued grants were
intended to achieve, the Board approved replacement equity grants to each of Keith Cochran and Michael Mo in the form of Restricted Stock
Units (“RSUs”) for the stock settlement of 1,500,000 shares, which RSUs contain provisions for delayed stock settlement and
for vesting to occur in four equal annual installments. The foregoing is a summary description of certain terms of the RSUs. For a full
description of their terms, please refer to the copy of the RSUs that is incorporated by reference and filed herewith as Exhibits 10.1
and 10.2.