| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
|
On December 13, 2022, Shoals Technologies Group, Inc. (the
“Company”) announced that its Board of Directors (the “Board”) has
appointed Jeffery Tolnar as President of the Company, effective
December 19, 2022. Mr. Tolnar, age 59, has served as
Senior Vice President, Electric Vehicle Solutions for the Company
since April 2021. Prior to joining the Company, Mr. Tolnar
served as Chief Commercial Officer of Greenlots, a leading provider
of turnkey EV charging solutions acquired by Shell, from October
2017 to April 2021. Prior to his position at Greenlots,
Mr. Tolnar served as president of global software solutions
for Honeywell’s Homes, Buildings and Utilities businesses from July
2016 to May 2017. Mr. Tolnar has over 30 years of experience,
including leadership positions, across multiple industries,
including telecommunications, energy, building technologies and
electric mobility. Mr. Tolnar earned a Master of Business
Administration from Baker University and a Bachelor’s degree in
Science, Electrical and Electronics Engineering from Youngstown
State University.
In connection with Mr. Tolnar’s appointment as President of
the Company, the Board has approved the following compensation for
Mr. Tolnar, effective as of January 1, 2023: (i) an annual
base salary of $415,000; (ii) an annual bonus with a target
opportunity equal to 75% of base salary; and (iii) an equity
award with respect to fiscal year 2023, with a target value equal
to $800,000. The foregoing equity award will be granted in the form
approved by the Compensation Committee of the Board under, and
subject to, the terms and conditions of the Shoals Technologies
Group, Inc. 2021 Long-Term Incentive Plan, and will vest in
accordance with the applicable award agreements.
Mr. Tolnar does not have any family relationships with any
director, executive officer or person nominated or chosen by the
Company to become a director or executive officer of the Company.
The Company is not aware of any related transactions or
relationships between Mr. Tolnar and the Company that would
require disclosure under Item 404(a) of Regulation S-K. There are no arrangements or
understandings between Mr. Tolnar and any other person
pursuant to which Mr. Tolnar was selected as an officer of the
Company.
| Item 7.01. |
Regulation FD Disclosure.
|
On December 13, 2022, the Company issued a press release
announcing Mr. Tolnar’s appointment as President, the
appointment of Mr. Ben Macias as Chief Revenue Officer, and
the appointment of Jessica Uecker as Chief Human Resources Officer.
A copy of the press release is furnished hereto as Exhibit
99.1.
The information in this Item 7.01, including Exhibit 99.1, is being
furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of
that section, nor shall such information be deemed incorporated by
reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.
| Item 9.01. |
Financial Statements and Exhibits.
|
(d) Exhibits