Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
a.Appointment of New Director
On October 27, 2022, the Board approved a resolution increasing the size of the Board from seven to eight members and appointed Chad Chen to serve as a member of the Company’s Board effective October 27, 2022. In connection with his appointment to the Board, Mr. Chen is expected to enter into the Company's standard form of indemnification agreement.
Mr. Chad Chen was appointed to the Board pursuant to an amendment dated October 22, 2022 (the “FF Top Voting Agreement Amendment”) to the Letter Agreement Regarding Advanced Approval, dated as of September 23, 2022, between the Company and FF Top. The FF Top Voting Agreement Amendment is described in more detail in the Company’s Current Report on Form 8-K filed with the SEC on October 25, 2022. Mr. Chen is a partner with the law firm of Yoka | Smith, LLP (“Yoka Smith”), where he has practiced since 2012. He represents national and multinational clients in both litigation and non-litigation matters. Mr. Chen’s litigation practice includes representing corporate clients in commercial and business disputes, product liability defense, and class action defense. His non-litigation practice encompasses contract management, counseling on business transactions and serving as outside general counsel in dealing with local, state, and federal agencies, including the U.S. Department of the Treasury, the U.S. Department of Commerce, United States International Trade Commission, and various tax authorities. Prior to joining Yoka Smith, Mr. Chen worked in-house at an alternative energy company and was an associate with Collins + Collins, LLP (formerly Collins Collins, Muir + Stewart LLP). He received his Juris Doctor degree from Southwestern Law School in Los Angeles, California and his Bachelor of Arts in Economics and Political Science from the University of California, Irvine.
Mr. Chen will receive compensation for his service as a non-employee director, as described under the heading "Executive and Director Compensation - Non-Employee Director Compensation Policy" in the Company’s Registration Statement on Form S-1/A filed with the SEC on October 7, 2022.
Except as described above, there are no other arrangements or understandings pursuant to which Mr. Chen was selected as a director, and Mr. Chen has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
a.Resignation of Director
On October 28, 2022, Brian Krolicki, an independent director of the Company provided notice of his intent to resign, effective immediately, as a member of the Board and from all other positions that he holds at the Company and its subsidiaries. In resigning, Mr. Krolicki reserved all rights, including but not limited to those rights set forth in (a) the organizational documents of the Company and any affiliate of the Company and (b) that certain Mutual Release, dated as of September 23, 2022, by and among (i) FFGP, (ii) controlled affiliates of FFGP, (iii) the executive committee members of FFGP, (iv) FF Top, (v) the Company, (vi) controlled affiliates of the Company, (vii) and the Directors (each as defined therein), including without limitation, Mr. Krolicki’s right to, and other Obligation of the Non-Director Parties (as defined therein) to deliver to Mr. Krolicki, the supplemental release concurrently with Mr. Krolicki’s resignation that is required under paragraph 11 thereof.