LIQTECH INTERNATIONAL INC appointed Fei Chen 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 Fei Chen as Chief Executive Officer

 

On July 29, 2022, LiqTech International, Inc. (the "Company") announced the appointment of Fei Chen to serve as Chief Executive Officer of the Company, effective on or before November 1, 2022. Ms. Chen has also been appointed to serve as a member of the board of directors of the Company, effective upon her assumption of the Chief Executive Officer position. Ms. Chen is currently serving as Senior Vice President, Global Commercials of Topsoe A/S ("Topsoe"), a world leader in catalysts and chemical processes for clean energy, with revenue of DKK 6.225 billion (approx. US$850 million) in 2021. Prior to serving as Senior Vice President of Topsoe, Ms. Chen served as its Vice President of Chemical Technology Business and Sales (2017-2020) and Vice President of Global Research and Development (2014-2017). Additionally, Ms. Chen has served as a Board Member of Liquid Wind AB (Sweden) since 2021 and a Board Member of Jiangsu JiTRI-Topsoe Clean Energy Research and Development Co. Ltd. (China) since 2018. From 2013 to 2018, Ms. Chen also served as a Board Member of Brunata International A/S (Denmark).

 

Ms. Chen, age 58, earned her Ph.D. in Polymer Materials from the Technical University of Denmark (DTU) and holds a Master of Biochemical Engineering degree and a Bachelor of Chemical Engineering from Zhejiang University in China. She also attended the IMD Business School where she received certificates in Business Financing and Advanced High Performance Leadership. She also graduated from the Stanford Executive Program at the Stanford Graduate School of Business. Ms. Chen's substantial leadership experience with an emphasis on expansion and commercial scaling, and her particular industry knowledge of water treatment, chemical, and clean energy operations, made her an attractive candidate for the position of Chief Executive Officer of the Company.

 

On July 26, 2022, the Company (through its wholly-owned Danish subsidiary) and Ms. Chen entered into an Executive Services Agreement, effective upon her commencing employment (the "Employment Agreement"), pursuant to which Ms. Chen will receive an annual base salary of DKK 2,500,000 (approx. US$343,400). Annually, Ms. Chen will be eligible to receive a performance bonus of up to 150% of her base salary and during 2022, will be eligible for a performance bonus of DKK 48,077 (approx. US$6,600) for each week of employment. Ms. Chen will also be eligible to receive an annual performance-based restricted stock award under the Company's Long Term Incentive Plan valued up to 100% of her base salary, which would vest in three equal annual installments. These bonuses will be contingent on completion of certain metrics established by the Board of Directors or its Compensation Committee for each fiscal year. The Employment Agreement also provides that Ms. Chen will be granted on her employment start date a grant of restricted stock equal to US$350,000, which shall vest in three equal annual installments over the next three years so long as Ms. Chen remains employed by the Company. Ms. Chen is also eligible to participate in the Company's other benefit programs on the same basis as the Company's officers, including up to six weeks paid time off per year. If Ms. Chen is terminated, the Company agrees to maintain her salary for a period of twelve months and agrees to pay the target bonuses Ms. Chen would have been eligible to receive for the fiscal year.

 

The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

There are no other arrangements or understandings between Ms. Chen, on the one hand, and any other persons, on the other hand, pursuant to which she was selected as the Company's Chief Executive Officer. Additionally, there are no transactions involving the Company, on the one hand, and Ms. Chen, on the other hand, that the Company would be required to report pursuant to Item 404(a) of Regulation S-K. There are no family relationships between Ms. Chen and any director or executive officer of the Company.

 

Resignation of Alexander J. Buehler as Interim Chief Executive Officer

 

Upon the commencement of Ms. Chen's employment as Chief Executive Officer, Alexander J. Buehler will step down from his position as Interim Chief Executive Officer but will continue to serve the Company as a director. The Company appreciates Mr. Buehler's diligent service as Interim Chief Executive Officer and looks forward to his continued directorship.