Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director
On October 20, 2022, Sara Mathew informed Xos, Inc. (the "Company") of her resignation as a member of the board of directors of the Company (the "Board"), effective immediately. Ms. Mathew's resignation was due to her desire to devote more time to her other business interests and was not the result of any disagreements with the Company on any matter regarding the Company’s operations, policies or practices. Ms. Mathews served as a member of the Audit Committee of the Board (the "Audit Committee").
In connection with her resignation, 50,289 of Ms. Mathew's unvested restricted stock units granted under the Company's 2021 Equity Incentive Plan will vest.
Appointment of Director
On October 20, 2022, the Board, upon recommendation of the Nominating and Corporate Governance Committee of the Board (the "Nominating Committee"), voted to appoint Stuart Bernstein as a Class III Director to fill the vacancy created by Ms. Mathew's resignation, effective immediately. Mr. Bernstein will serve until the Company's 2024 Annual Meeting, and until his successors have been duly elected and qualified, or until his earlier death, resignation or removal. The Board appointed Mr. Bernstein to the Audit Committee and Compensation Committee of the Board. The Board has determined that Mr. Bernstein qualifies as an independent director under the independence requirements set forth under Rule 5605(a)(2) of the Nasdaq Rules and listing standards.
There are no arrangements or understandings between Mr. Bernstein and any other persons pursuant to which he was selected as a director and there are no family relationships between Mr. Bernstein and any director or other executive officer of the Company.
In February 2021 and concurrently with the execution of the Agreement and Plan of Merger, as amended on May 14, 2021, by and among the Company (formerly known as NextGen Acquisition Corporation (“NextGen”)), Sky Merger Sub I, Inc. and Xos, Inc., (now known as Xos Fleet, Inc.), the Company entered into a Subscription Agreement with Mr. Bernstein, who was an advisor to NextGen and an affiliate of NextGen Sponsor LLC, pursuant to which he subscribed for 50,000 shares of the Company’s common stock, par value $0001, (the “Common Stock”.) for $500,000. Mr. Bernstein received the shares of the Company’s Common Stock on August 20, 2021.
In connection with his appointment to the Board and pursuant to the Company’s amended and restated non-employee director compensation policy (filed as Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 filed with the Securities and Exchange Commission (the "SEC") on August 11, 2022), Mr. Bernstein will receive the standard compensation received by non-employee directors serving on the Company’s Board. Pursuant to the standard compensation program, an initial award of restricted stock units with an aggregate value of $146,000, based on the 30-day average closing price of the Company’s Common Stock ending five days prior to the date of grant, will be granted on November 10, 2022. This represents a pro-rated amount of the non-employee director grant for his partial service in 2022 and 2023.
Additionally, the Company entered into its standard indemnification agreement with Mr. Bernstein (filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on August 26, 2021).