Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 22, 2022, the Board of
Directors (the “Board”) of Faraday Future Intelligent Electric, Inc. (the “Company”) appointed Yun Han as Chief
Accounting Officer and Interim Chief Financial Officer of the Company, reporting to Dr. Carsten Breitfeld, the Global Chief Executive
Officer of the Company (or, following the appointment of a permanent Chief Financial Officer, reporting to the Company’s Chief Financial
Officer), effective as of October 25, 2022.
Ms. Han, age 48, has served as Senior
Vice President and Chief Accounting Officer of Romeo Power, Inc. (NYSE: RMO), a company that designs, engineers, and manufactures lithium-ion
cylindrical battery packs for electric vehicles and energy storage solutions from July 2021 to October 2022. Prior to that, Ms. Han served
as Vice President and Corporate Controller of ImmunityBio, Inc. (NASDAQ: IBRX), a clinical-stage biotechnology company, from 2019 to 2021,
where she oversaw SEC financial reporting and full cycle operational and general ledger accounting. Before joining ImmunityBio, Inc.,
Ms. Han owned her own accounting practice, Han Accountancy, A Professional Corp. Significant projects during Ms. Han’s 2017 to 2019
leadership of Han Accountancy included serving as IPO Consultant of Parsons Corporation, as Chief Financial Officer of USA-United Education
Services, and as Lead of Financial Reporting of Palisades Investment, LLC. Ms. Han started her career at PricewaterhouseCoopers LLP (“PwC”),
where she served various audit clients and worked as a technical accounting consultant at the PwC National Office from 2004 to 2017, concluding
her time at PwC as a senior manager. Ms. Han earned a B.A. in Accounting from the University of Southern California’s Leventhal
School of Accounting and is a Certified Public Accountant.
In connection with Ms. Han’s appointment,
the Company entered into an offer letter with Ms. Han (the “Han Offer Letter”), pursuant to which Ms. Han will receive an
annual base salary of $400,000 and a one-time signing and retention bonus consisting of $200,000 in cash (the “Cash Signing and
Retention Bonus”) and restricted stock units (“RSUs”) having a grant date fair value of $200,000, which shall fully
vest thirty (30) days after the date of Ms. Han’s onboarding at the Company, subject to Ms. Han’s continued employment through
such vesting date (the “Equity Signing and Retention Bonus” and together with the Cash Signing and Retention Bonus, the “Signing
and Retention Bonus”). If Ms. Han’s employment terminates within 24 months of her start date, she must repay a pro-rata portion
of the Signing and Retention Bonus (or the entire Signing and Retention Bonus in the case of a termination of her employment for cause).
Ms. Han will also be eligible to
receive a discretionary annual performance bonus up to $240,000. Subject to approval by the Board and the terms of the Company’s
2021 Stock Incentive Plan, it is anticipated that Ms. Han will receive (i) as of her start date with the Company, $300,000 in grant date
fair value of RSUs, (ii) as of her first annual work anniversary with the Company, $400,000 in grant date fair value of RSUs, (iii) as
of her second annual work anniversary with the Company, $550,000 in grant date fair value of RSUs, and (iv) as of her third annual work
anniversary with the Company, $750,000 in grant date fair value of RSUs. Each RSU grant will vest in equal 25% increments on each of the
first four anniversaries of the applicable grant date, provided Ms. Han remains employed with the Company on each such vesting date.
Subject to approval by the Board
and the terms of the Company’s 2021 Stock Incentive Plan, Ms. Han will be eligible to receive an additional number of performance
stock units (“PSUs”) having a target value equal to $2,000,000 if the Company and Ms. Han reach certain milestones and/or
performance goals on certain dates as specified by the Board. The first tranche of such PSUs were granted to Ms. Han as of her start date
and have a grant date fair value of $300,000 and will vest on the first three anniversaries of the start of production of the Company’s
FF 91 model.
In the event that Ms. Han’s
employment is terminated without cause or due to her death or disability or if she resigns for good reason, then, subject to her execution
and non-revocation of a standard release of claims in favor of the Company and its affiliates, she will be entitled to (i) a lump sum
payment equal to twelve months’ base salary, (ii) Ms. Han’s target annual bonus and (iii) the immediate vesting in full of
all outstanding equity awards, with any applicable performance metrics to be deemed satisfied at the greater of target performance or
actual performance measured on the termination date.
The foregoing description of the
Han Offer Letter is a summary and is qualified in its entirety by reference to the full text of the Han Offer Letter filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
There are no arrangements or understandings
between Ms. Han and any other persons, pursuant to which she was appointed as Chief Accounting Officer and Interim Chief Financial Officer,
no family relationships among any of the Company’s directors or executive officers and Ms. Han, and she has no direct or indirect
material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.