Nikola Corp appointed Mr. Girsky as new CEO

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

On August 3, 2023, the board of directors (the "Board") of Nikola Corporation (the "Company") appointed Stephen J. Girsky President and Chief Executive Officer in connection with Michael Lohscheller's resignation from that position, in each case effective August 4, 2023. Mr. Lohscheller also resigned from the Board, effective August 31, 2023. 

Mr. Lohscheller will remain employed with the Company through September 29, 2023 as a non-executive officer in an advisory capacity to support the transition. In recognition of his service to the Company, the Board accelerated the vesting of certain restricted stock units held by Mr. Lohscheller that were otherwise scheduled to vest in 2024.

Mr. Girsky, age 61, has served as President, Chief Executive Officer and a director of VectoIQ Acquisition Corp., the Company's predecessor company, from January 2018 to June 2020 and continues to serve as a member of the Board. Effective August 4, 2023, Mr. Girsky will cease serving as Chair of the Board, but will remain a member of the Board. Mr. Girsky is a Managing Partner of VectoIQ, LLC, an independent advisory and investment firm based in New York. Mr. Girsky served in a number of capacities at General Motors Company (NYSE: GM), a vehicle manufacturer ("General Motors"), from November 2009 until July 2014, including Vice Chairman, having responsibility for global corporate strategy, new business development, global product planning and program management, global connected consumer/OnStar, and GM Ventures LLC, global research & development and global purchasing and supply chain. Mr. Girsky also served on General Motors' board of directors following its emergence from bankruptcy in June 2009 until June 2016. Mr. Girsky currently serves on the board of directors of Brookfield Business Partners Limited, the general partner of Brookfield Business Partners, L.P. (NYSE: BBU; TSX BBU.UN), a private equity company. 

In connection with Mr. Girsky's appointment as President and Chief Executive Officer, Mr. Girsky and the Company entered into an Executive Employment Arrangement (the "Employment Agreement"), pursuant to which Mr. Girsky will receive an annual base salary of $1,000,000, 550,000 restricted stock units and 1,000,000 performance stock units. Mr. Girsky's Employment Agreement contains customary confidentiality and intellectual property assignment provisions.

Pursuant to the Employment Agreement, in the event of an Involuntary Termination (as defined in the Employment Agreement) of Mr. Girsky's employment and subject to Mr. Girsky's delivery of an effective release of claims and ongoing compliance with certain post termination restrictive covenants, including two-year noncompete and nonsolicitation covenants and a nondisparagement covenant, Mr. Girsky would be entitled to receive: (1) a lump sum cash payment in an amount equal to $2,600,000, less applicable withholding taxes; (2) a lump sum cash payment equal to 18 months of COBRA benefits coverage, less applicable withholding taxes; (3) the acceleration in full of all unvested equity and equity based awards, other than Mr. Girsky's performance-based award (and the post termination exercise period for unexercised stock options will be extended to three years following his termination date); and (4) following certification by the Board, Mr. Girsky's performance-based stock award will vest in an amount based upon the achievement of the performance milestones prior to his termination date.

As President and Chief Executive Officer, Mr. Girsky will continue to be party to the Company's form of indemnification agreement previously entered into upon his joining the Board. The appointment of Mr. Girsky as President and Chief Executive Officer was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Girsky and any director or executive officer of the Company, and there are no transactions between Mr. Girsky and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

On August 3, 2023, the Board appointed Steven M. Shindler, a current member of the Board and Chair of the Audit Committee, Chair of the Board effective, August 4, 2023. In connection with his appointment as Chair, the Board granted Mr. Shindler 75,000 restricted stock units.