Agenda Item
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Board Vote Recommendation
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1.
A proposal to elect two Class I directors to serve for a term of three years or until their respective successors are duly elected and qualified (“Proposal One”).
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“FOR”
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2.
A proposal to ratify the appointment of KPMG LLP (“KPMG”) as Lordstown Motors Corp.’s independent registered public accounting firm for the fiscal year ending December 31, 2021 (“Proposal Two”).
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“FOR”
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3.
Any other business as may properly come before the 2021 Annual Meeting.
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| Notice Of 2021 AnnuaL Meeting Of Stockholders To Be Held On August 19, 2021 | | | | | | | |
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Compensation Committee Interlocks and Insider Participation
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Proposal
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Vote Required
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Broker
Discretionary Voting Allowed |
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Proposal One – Elect two Class I directors | | | Plurality of the votes cast by the stockholders present or represented by proxy at the 2021 Annual Meeting | | | No | |
Proposal Two – Ratify the appointment of independent registered public accounting firm | | | Majority of the votes cast by the stockholders entitled to vote and present or represented by proxy at the 2021 Annual Meeting | | | Yes | |
Name
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Age
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Length of Service as Director
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Position with the Company
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Jane Reiss | | | 60 | | | Since 2020 | | | Director and Audit Committee Member | |
Dale Spencer | | | 63 | | | Since 2020 | | | Director and Compensation Committee Member | |
Name
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Age
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Position with the Company
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Angela Strand | | |
52
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| | Executive Chair | |
David T. Hamamoto | | |
61
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| | Director, Chairman of the Nominating and Corporate Governance Committee | |
Keith Feldman | | |
45
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| | Director, Chairman of the Audit Committee | |
Michael Gates | | |
60
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Director, Nominating and Corporate Governance Committee Member
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Martin J. Rucidlo | | |
64
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| | Director, Audit Committee Member | |
Mick Kowitz | | |
54
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| | Director, Compensation Committee Member | |
FEE CATEGORY
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2020
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2019
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Audit Fees
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| | | $ | 950,158 | | | | | $ | — | | |
Audit-Related Fees
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Tax Fees
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All Other Fees
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| | | $ | 92,825 | | | | | | — | | |
Total Fees
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| | | $ | 1,042,983 | | | | | $ | — | | |
FEE CATEGORY
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2020
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2019
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Audit Fees
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| | | $ | 67,465 | | | | | $ | 67,465 | | |
Audit-Related Fees
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| | | | — | | | | | | — | | |
Tax Fees
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| | | | — | | | | | | 3,000 | | |
All Other Fees
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| | | | — | | | | | | — | | |
Total Fees
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| | | $ | 67,465 | | | | | $ | 70,465 | | |
FEE CATEGORY
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2020
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2019
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Audit Fees
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| | | $ | — | | | | | $ | 82,000 | | |
Audit-Related Fees
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| | | | — | | | | | | — | | |
Tax Fees
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| | | | — | | | | | | 7,000 | | |
All Other Fees
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Total Fees
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| | | $ | — | | | | | $ | 89,000 | | |
Name
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Age
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Position
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Executive Officers | | | | | | | |
Stephen S. Burns | | | 61 | | | Former Chairman of the Board and Former Chief Executive Officer | |
Rich Schmidt | | | 54 | | | President | |
Thomas V. Canepa | | | 61 | | | General Counsel and Corporate Secretary | |
Name
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Age
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Position
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Executive Officers | | | | | | | |
Angela Strand | | | 52 | | | Executive Chair of the Board | |
Rebecca A. Roof | | | 65 | | | Interim Chief Financial Officer | |
Shane Brown | | | 50 | | | Chief Production Officer | |
Chuan D. (John) Vo | | | 48 | | | Vice President of Propulsion | |
Darren Post | | | 61 | | | Vice President of Engineering | |
Jane Ritson-Parsons | | | 58 | | | Chief Operating Officer | |
NAMED EXECUTIVE OFFICER
AND PRINCIPAL POSITION |
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YEAR
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SALARY
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BONUS
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STOCK
AWARDS |
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OPTION
AWARDS(1) |
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NON-EQUITY
INCENTIVE PLAN COMPENSATION |
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PENSION
VALUE AND NQDC EARNINGS |
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ALL
OTHER COMPENSATION |
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TOTAL
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Stephen S. Burns
Former Chief Executive Officer |
| | | | 2020 | | | | | $ | 269,266 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 269,266 | | |
| | | 2019 | | | | | $ | 99,113 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 99,113 | | | ||
Phil Richard Schmidt
President |
| | | | 2020 | | | | | $ | 324,265 | | | | | | — | | | | | | — | | | | | | 88,040 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 412,305 | | |
Thomas V. Canepa
General Counsel & Corporate Secretary |
| | | | 2020 | | | | | $ | 292,345 | | | | | | — | | | | | | — | | | | | | 88,040 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 380,385 | | |
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Option Awards(2)
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Name
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Grant
Date |
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Number of
Securities Underlying Unexercised Options Exercisable (#) |
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Number of
Securities Underlying Unexercised Options Unexercisable (#) |
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Option
Exercise Price ($) |
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Option
Expiration Date |
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Stephen S. Burns
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Phil Richard Schmidt
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| | | | 11/1/19(1) | | | | | | 470,254 | | | | | | 232,449 | | | | | $ | 1.79 | | | | | | 10/31/29 | | |
| | | | | 2/14/20(1) | | | | | | 54,528 | | | | | | 26,858 | | | | | $ | 1.79 | | | | | | 2/13/30 | | |
Thomas V. Canepa
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| | | | 11/1/19(1) | | | | | | 470,254 | | | | | | 232,449 | | | | | $ | 1.79 | | | | | | 10/31/29 | | |
| | | | | 2/14/20(1) | | | | | | 54,528 | | | | | | 26,858 | | | | | $ | 1.79 | | | | | | 2/13/30 | | |
NAME
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FEES
EARNED OR PAIDIN CASH ($) |
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STOCK
AWARDS ($)(1) |
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OPTION
AWARDS ($) |
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NON-EQUITY
INCENTIVE PLAN COMPENSATION ($) |
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ALL OTHER
COMPENSATION |
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TOTAL
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Jane Reiss
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| | | | — | | | | | $ | 150,880(2) | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 150,880 | | |
Dale Spencer
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| | | | — | | | | | $ | 150,880(2) | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 150,880 | | |
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Common Stock Beneficially Owned
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Name and Address of Beneficial Owner
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Number of
Shares of Class A Common Stock Beneficially Owned |
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Percent of Class A
Common Stock Outstanding |
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Directors and Named Executive Officers | | | | | | | | | | | | | |
Keith Feldman(1)
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| | | | 234,645 | | | | | | * | | |
Michael Gates
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| | | | 10,101 | | | | | | * | | |
David T. Hamamoto(2)
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| | | | 4,229,135 | | | | | | 2.37% | | |
Mick Kowitz
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| | | | 10,060 | | | | | | * | | |
Jane Reiss(3)
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| | | | 83,822 | | | | | | * | | |
Martin J. Rucidlo
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| | | | 12,535 | | | | | | * | | |
Dale Spencer(3)
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| | | | 83,822 | | | | | | * | | |
Angela Strand
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| | | | — | | | | | | * | | |
Stephen S. Burns(4)
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| | | | 46,351,745 | | | | | | 26.25% | | |
Thomas V. Canepa(5)
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| | | | 538,752 | | | | | | * | | |
Phil Richard Schmidt(6)
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| | | | 334,148 | | | | | | * | | |
All Current Directors and Executive Officers, as a group (16 individuals)(7)
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| | | | 5,676,660 | | | | | | 3.16% | | |
Five Percent Holders | | | | | | | | | | | | | |
Workhorse Group Inc.(8)
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| | | | 16,478,402 | | | | | | 9.33% | | |
FMR LLC(9)
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| | | | 10,433,286 | | | | | | 5.91% | | |