ENERGY FOCUS, INC/DE appointed Lesley Matt as new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Appointment of Lesley Matt

On September 12, 2022, Energy Focus, Inc. (the "Company") announced that its Board of Directors (the "Board") appointed Lesley Matt as the Company's Chief Executive Officer, effective September 12, 2022. Stephen Socolof, the Company's Chairman and previous Interim Chief Executive Officer, will continue serving as Chairman of the Board.

Ms. Matt, age 36, spent over 12 years at TCP Lighting, a global manufacturer and distributor of energy efficient lighting technologies. From 2019 to 2022, Ms. Matt served as the Senior Vice President of TCP Lighting, and previously was Vice President Marketing and Products from 2018 to 2019 at TCP Lighting, following significant marketing, sales and product roles since 2010. Previously, Ms. Matt was in several marketing roles at Knotice, a cloud-based data management platform for the marketing industry. She has over 15 years of operations, sales and marketing experience for lighting and technology companies. Ms. Matt received her bachelor of science degree in marketing management from the University of Akron.

In connection with Ms. Matt's appointment as Chief Executive Officer, the Company entered into an offer letter agreement with Ms. Matt (the "Offer Letter"). The Offer Letter includes the following material terms:

a.Ms. Matt's initial annual base salary rate will be $260,000;

b.Ms. Matt will be eligible to earn an annual discretionary cash bonus with a target award equal to 50% of her annual base salary, which bonus is expected to be determined based upon both the Company's financial performance (70%) and her individual performance (30%);

c.As a material inducement to Ms. Matt's acceptance of employment with the Company, the Company has granted Ms. Matt an initial stock option award to purchase 150,000 shares of the Company's common stock (the "Inducement Option Award"), which Inducement Option Award will generally vest over a four-year period, with 25% generally vesting on the first anniversary of the grant date, and the remainder generally vesting in substantially equal monthly installments for 36 months thereafter;

d.While employed by the Company, Ms. Matt will be eligible to participate in the Company's standard employee benefit plans (including certain retirement and health and welfare benefit plans); and

e.Ms. Matt has agreed to enter into a Confidentiality and Non-Competition Agreement that includes customary confidentiality, intellectual property, non-competition, and employee and customer non-solicitation provisions.

The Inducement Option Award, which was intended to be an inducement award under Rule 5635(c)(4) of the Nasdaq Stock Market Listing Rules, was effective on September 12, 2022 and has a per share exercise price equal to the closing price of a share of the Company's common stock on such date.