Global Clean Energy Holdings, Inc. appointed Noah Verleun as new CEO

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


Retirement of Chief Executive Officer


On February 23, 2024, Richard Palmer retired from his position as Chief Executive Officer of Global Clean Energy Holdings, Inc. ("we," "us," "our" and the "Company"). Following his retirement, Mr. Palmer will continue to serve as a member of the Company's Board of Directors (the "Board").


In connection with Mr. Palmer's retirement, on February 23, 2024, the Company and Mr. Palmer entered into a separation agreement and general release (the "Separation Agreement"). Mr. Palmer has the right to revoke the Separation Agreement within seven days after executing it. After this revocation period, the Separation Agreement will be fully effective and enforceable. Pursuant to the terms of the Separation Agreement, the Company agreed to pay Mr. Palmer severance in the form of salary continuation, based on an annual salary of $350,000, over the next 14 months in accordance with the Company's standard payroll practices. Mr. Palmer is also entitled to receive accrued but unpaid salary and bonuses in the amount of $1,049,430, which will be payable concurrently upon any payout under the Company's previously announced BKRF Short Term Incentive Program for the fiscal year ended December 31, 2023 (the "2023 Plan Payment Date"); provided that the Company may also elect, in its discretion, to pay such amount in equal installments over a period of up 12 months following the 2023 Plan Payment Date (in which case such amount will accrue interest at the prime rate (as quoted by the Wall Street Journal) until paid in full). The Company also agreed to make a one-time cash payment to Mr. Palmer of $750,000, which will be payable within 30 days after the date on which the Company has repaid all amounts under its existing senior credit facilities in full, and all outstanding shares of the Company's Series C Preferred Stock have been redeemed in full. Finally, Mr. Palmer will be entitled to receive his 2022 Executive Bonus Award of $175,000, and reimbursement for medical, dental and vision premiums (up to $1,871 per month) until October 15, 2025. Under the Separation Agreement, Mr. Palmer provided a general release of claims in favor of the Company and its affiliates, subject to customary exceptions.


The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.


Appointment of Interim Chief Executive Officer


Effective February 23, 2024, the Board appointed Noah Verleun to serve as the Company's interim Chief Executive Officer following the retirement of Mr. Palmer. Mr. Verleun, age 40, has served as the Company's President since April 27, 2022. He previously served as the Company's Executive Vice President of Development & Regulatory Affairs since May 2020. Mr. Verleun has held numerous key roles at the Company and its related entities since 2010. Prior to joining the Company, Mr. Verleun worked for JP Morgan PWM, Rockefeller University in its office of investments and OC&C Strategy Consultants in London. He received a Bachelor of Science degree in Economics and a Master of Public Policy degree from the University of Southern California.


Mr. Verleun will continue to be compensated pursuant to his existing employment agreement with the Company, which provides for an annual base salary of $450,000 per year and permits Mr. Verleun to participate in the Company's incentive plans in effect from time to time.


There are no arrangements or understandings between Mr. Verleun and any other persons pursuant to which Mr. Verleun was selected to act as interim Chief Executive Officer of the Company. Mr. Verleun does not have any family relationships subject to disclosure under Item 401(d) of Regulation S-K or any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.