Solid Power, Inc. appointed John Van Scoter 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 John Van Scoter as President, Chief Executive Officer, and Member of the Board of Directors


On May 31, 2023, Solid Power, Inc. (the "Company") announced that John Van Scoter has been appointed President, Chief Executive Officer ("CEO"), and a Class I Director of the Company's Board of Directors (the "Board"), effective June 14, 2023. Mr. Van Scoter, age 62, will replace David Jansen, who has served as the Company's President since February 2017 and Interim CEO since November 29, 2022.


Following Mr. Van Scoter commencing employment with the Company, Mr. Jansen will serve as Senior Advisor to the CEO and continue to serve as Chairperson of the Board. Mr. Jansen's primary responsibility will be the smooth transition of his duties, responsibilities, and business relationships to Mr. Van Scoter.


From 2019 until June 2023, Mr. Van Scoter served as Vice President, General Manager Products at SRI International Inc. ("SRI"), an independent nonprofit research institute. Mr. Van Scoter was the CEO, President and Chairman of eSolar, Inc., an early-stage solar power plant technology company, from 2010 until 2018. Prior to eSolar, he held multiple leadership positions over an almost 30-year career with Texas Instruments Incorporated (Nasdaq: TXN), including as Senior Vice President, Alternative Energy Strategy and Senior Vice President, General Manager of DLP® Products Division. Mr. Van Scoter served on the board of directors of TE Connectivity Ltd. (NYSE:TEL) from 2008 until 2018. Mr. Van Scoter holds a B.S. in Mechanical Engineering from the University of Vermont. 


In connection with Mr. Van Scoter's appointment as a member of the Board, Mr. Van Scoter is expected to enter into the Company's standard form of indemnification agreement for directors and officers, the form of which has previously been filed with the Securities and Exchange Commission.


There is no arrangement or understanding with any person pursuant to which Mr. Van Scoter was appointed as President, CEO, and member of the Board. There are no family relationships between Mr. Van Scoter and any director or executive officer of the Company, and Mr. Van Scoter is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.


Compensatory Arrangements of President and Chief Executive Officer 


In connection with Mr. Van Scoter's appointment as President and CEO, the Company and Mr. Van Scoter entered into an offer letter (the "Offer Letter"). Pursuant to the Offer Letter, Mr. Van Scoter is entitled to (i) an annual base salary of $538,000, (ii) an annual performance-based bonus with a bonus target equal to 100% of Mr. Van Scoter's actually-paid salary for 2023 and a maximum bonus equal to 200%, (iii) an initial equity award with a total value of $4,500,000 (50% of the value in restricted stock units and 50% in stock options), with each award vesting over a four-year period subject to Mr. Van Scoter's continued employment, (iv) direct payment of relocation costs, and (v) a lump sum relocation allowance of $75,000.


In the event Mr. Van Scoter's employment is terminated without "Cause" or Mr. Van Scoter resigns from his employment for "Good Reason," other than in connection with a "Change in Control" (as such terms are defined in the Offer Letter), then he will be entitled to receive, subject to execution and non-revocation of a general waiver and release of claims in favor of the Company, (i) continuation of base salary for 12 months, (ii) any earned but unpaid annual bonus for the year preceding the year of termination, based on actual performance for such year, (iii) a prorated annual bonus for the year of termination, based on actual performance for such year, and (iv) reimbursement of COBRA premiums for 12 months after the last day of employment, or a lump sum payment in lieu of such reimbursement.


In the event Mr. Van Scoter's employment is terminated without Cause or Mr. Van Scoter resigns from his employment for Good Reason, within three months prior to a Change in Control or 12 months after a Change in Control, then he will be entitled to receive, subject to execution and non-revocation of a general waiver and release of claims in favor of the Company, (i) a lump sum payment equal to the sum of (a) 18 months of annual base salary plus (b) 150% of the target annual bonus for the year of termination, (ii) any earned but unpaid annual bonus for the year preceding the year of termination, based on actual performance for such year, (iii) reimbursement of COBRA premiums for 18 months after the last day of employment, or a lump sum payment in lieu of such reimbursement, and (iv) all outstanding equity awards will become vested in full.


The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.