Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Jeffrey W. Ubben as Director
On March 3, 2022, Jeffrey W. Ubben notified the Board of Directors (the “Board”) of AppHarvest, Inc. (the “Company”) of his resignation from the Board and all committees thereof effective immediately. Mr. Ubben’s decision to leave the Board was not the result of any disagreement between the Company and Mr. Ubben on any matter relating to the Company’s operations, policies, or practices.
Appointment of Patrick Halfmann as Director
On March 7, 2022, the Board appointed Patrick Halfmann to serve as a director of the Company, effective as of March 7, 2022. The Board also appointed Mr. Halfmann to serve as a member of the Audit Committee and Sustainability Committee of the Board.
There is no arrangement or understanding between Mr. Halfmann and any other person pursuant to which he was selected as a director of the Company, and there is no family relationship between Mr. Halfmann and any of the Company’s other directors or executive officers. The Company is not aware of any transaction involving Mr. Halfmann requiring disclosure under Item 404(a) of Regulation S-K.
Patrick Halfmann, age 29, is a Partner at Inclusive Capital Partners, a position he has held since July 2021. Mr. Halfmann has served as a director of Noodle Partners, Inc. since April 2020 and GreenStruxure NA, LLC since August 2020. From July 2019 to July 2020, Mr. Halfmann was an Associate at ValueAct Capital. From June 2015 to June 2019, Mr. Halfmann worked at Morgan Stanley, where he held roles in investment banking, and equity and fixed income research. Mr. Halfmann graduated summa cum laude from the University of Vermont with a B.S. in Business Administration and is a CFA charterholder.
Mr. Halfmann will be entitled to receive a $75,000 annual retainer for service as director. At each annual stockholder meeting following which his respective term as a director continues, Mr. Halfmann will be entitled to receive a restricted stock unit award having a value of $100,000 which will vest in full on the date of the following year’s annual meeting of the Company’s stockholders (or the date the date immediately preceding the date of the following year’s annual meeting if his service as a director ends at such meeting as a result of his failure to be re-elected or not standing for re-election), subject to continuous service as of such date and subject further to acceleration of vesting upon a change in control. Mr. Halfmann has also entered into the Company’s standard form of indemnification agreement.