| Item 5.02. |
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
Appointment of Patricia Mishic O’Brien, H. Keith Jennings, and Graham van’t Hoff to the Board of Directors
On October 25, 2022, the Board of Directors (the “Board”) of 5E Advanced Materials, Inc. (“5E” or the “Company”) announced that it has appointed Ms. Patricia Mishic O’Brien, Mr. H. Keith Jennings , and Mr. Graham van’t Hoff, and as directors of the Board, effective October 25, 2022. The Board has also determined to appoint Ms. Patricia Mishic O’Brien to the Compensation Committee and as Chair of the Nominating and Corporate Governance Committee, to appoint Mr. Jennings to the Compensation Committee and as Chair of the Audit Committee, and Mr. van’t Hoff to the Nominating and Corporate Governance Committee and as Chair of the Compensation Committee. Ms. Mishic O’Brien’s service as a director will commence on October 25, 2022, pursuant to an Offer Letter (the “Mishic O’Brien Offer Letter”) attached hereto as Exhibit 10.1. Mr. Jenning’s service as a director will commence on October 25, 2022, pursuant to an Offer Letter (the “Jennings Offer Letter”) attached hereto as Exhibit 10.2. Mr. van’t Hoff’s service as a director will commence on October 25, 2022, pursuant to an Offer Letter (the “van’t Hoff Offer Letter”) attached hereto as Exhibit 10.3.
Ms. Mishic O’Brien, age 57, is an experienced Director and Chief Commercial Officer with demonstrated expertise in profitable business growth through market disruption, digital transformation, innovation and mergers and acquisitions. Ms. Mishic O’Brien was most recently the Chief Commercial Officer at CoorsTek, Inc., a global manufacturer of engineered ceramics for industries including green energy, semiconductors, aerospace, defense, medical devices and electric vehicles. Prior to that role, Ms. Mishic O’Brien was Chief Marketing Officer and Executive VP for A. Schulman, Inc. (Nasdaq: SHLM) later acquired by LyondellBasell Company (NYSE:LYB) and a Global Director of Marketing Excellence for Dow Inc. (NYSE:DOW). Ms. Mishic O’Brien holds an MBA from the University of Akron and a Bachelor of Science, Business Administration (Honors) from Youngstown State University.
Mr. Jennings, age 52, has over 30 years experience as a global business leader with a focus on finance across the pharmaceuticals, genomics, chemicals, fuels and energy sectors. Mr. Jennings most recently served as Executive Vice President and Chief Financial Officer of Weatherford International (NASDAQ: WFRD). Prior to this, Executive Vice President and Chief Financial Officer of Calumet Specialty Products Partners (NASDAQ: CLMT), the Vice President, Finance and Vice President & Treasurer of Eastman Chemical Company (NYSE: EMN). He also served as the Vice President & Treasurer of Cameron International (NYSE: CAM). Mr. Jennings holds a Bachelor of Commerce from the University of Toronto and an MBA from Columbia University and is a Chartered Professional Accountant.
Mr. van’t Hoff, age 60, is a global business executive with a 35 year career focused on business restructuring and growth with a track record of scaling business and driving growth through business disruption, restructures, technology integration and tight project management disciplines. Mr. van’t Hoff finished his 35 year career with Royal Dutch Shell PLC (NYSE: SHEL) as the Executive Vice President of Global Chemicals where he was responsible for the company’s $25 billion global chemicals business over a seven year period of record profitability. Prior to this role, he held the positions of Chairman, Shell UK, Executive Vice President, Alternative Energies and CO2 and Vice President, Base Chemicals. Mr. van’t Hoff holds a Bachelor of Arts and Master of Arts in Chemistry from Oxford University, UK and a Master of Business Management with distinction from Alliance Manchester Business School, UK.
Ms. Mishic O’Brien, Mr. Jennings, and Mr. van’t Hoff will be compensated for their service as non-employee directors consistent with the compensation provided to other non-employee directors. Accordingly, in connection with their appointments, Ms. Mishic O’Brien will receive $168,000 per annum, divided in equal parts between cash and long-term incentive equivalents, Mr. Jennings will receive $188,000 per annum, divided in equal parts between cash and long-term incentive equivalents, and Mr. van’t Hoff will receive $168,000 per annum, divided in equal parts between cash and long-term incentive equivalents, in each case, subject to their continued service on the Board and subject to any shareholder approval that may be required for the grants of long-term incentive equivalents.
The foregoing summary is qualified in its entirety by reference to the Mishic O’Brien Offer Letter, Jennings Offer Letter, and van’t Hoff Offer Letter attached hereto as Exhibits 10.1, 10.2, and 10.3, respectively, and are incorporated by reference herein.