![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Capstone Green Energy Corporation | NASDAQ:CGRN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.37 | 0.331 | 0.34 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
| |||
(State or other jurisdiction |
| (Commission File Number) |
| (IRS Employer |
of incorporation) |
|
|
| Identification No.) |
|
|
|
| |
|
| |||
(Address of principal executive offices) |
|
| (Zip Code) |
(
(Registrant’s telephone number, including area code)
Former name or former address, if changed since last report: N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 8, 2024, the Board of Directors (the “Board”) of Capstone Green Energy Holdings, Inc. (the “Company”) appointed Vincent J. Canino as President and Chief Executive Officer of the Company (serving as the Company’s Principal Executive Officer) and as a member of the Board, each effective as of March 11, 2024 (the “Effective Date”). To appoint Mr. Canino as a director, the Board increased the size of the Board from six to seven members.
In connection with the appointment of Mr. Canino as President and Chief Executive Officer, Robert C. Flexon, the current interim President and Chief Executive Officer and Principal Executive Officer of the Company, delivered his resignation from such positions to the Board, effective March 11, 2024. Mr. Flexon will remain as Executive Chairman of the Board until April 1, 2024 (the “Transition Period”) and will continue to earn his base salary during the Transition Period as previously disclosed in the Company’s Current Report on Form 8-K filed on September 15, 2023, which is incorporated by reference herein. Following the conclusion of the Transition Period, Mr. Flexon will transition back to Non-Executive Chairman of the Board, effective April 1, 2024.
Prior to joining the Company, Mr. Canino, 61, served as the Chief Operating Officer of ESS Tech, Inc. (NYSE: GWH), a developer of long-duration energy storage solutions, from September 2022 to March 2024. He previously spent approximately eight years with Smardt Chiller Group, Inc. (“Smardt”), a manufacturer of oil-free chillers, most recently serving as Smardt’s President and Chief Executive Officer. Mr. Canino also served in various roles with Trane Commercial Systems (“Trane”), a manufacturer of heating, ventilation and air conditioning systems, including as Trane’s Vice President, Enterprise Businesses and Renewable Energy. Mr. Canino’s career includes multiple leadership, management, operations and sales roles with publicly traded and privately held organizations. Mr. Canino serves as a board member of Western Washington University and holds a Master of Science in Engineering Mechanics from Pennsylvania State University and a Bachelor of Technology in Mechanical Engineering from the State University of New York at Binghamton.
In connection with Mr. Canino’s appointment as President and Chief Executive Officer, the Compensation and Human Capital Committee of the Board approved an annual base salary of $550,000, effective as of the Effective Date. Mr. Canino will receive no additional compensation for acting as a director.
In addition, Mr. Canino’s offer letter provides that he will be eligible to receive an annual bonus commencing with fiscal year 2025, with an annual target bonus opportunity of 100% of base salary, a minimum payout of 50% of base salary and a maximum payout opportunity of 150% of base salary. Mr. Canino’s offer letter also provides for 450,000 restricted stock units to be granted to Mr. Canino on the Effective Date, which will vest ratably over a three-year period, with one-third of the restricted stock units vesting on each of the first, second and third anniversaries of the grant date, provided that Mr. Canino remains in Continuous Service (as defined in the Capstone Green Energy Holdings, Inc. 2023 Equity Incentive Plan) through the applicable vesting date. Mr. Canino’s offer letter further provides that, to accommodate his transition to working out of the Company’s corporate headquarters in Van Nuys, California, the Company will reimburse Mr. Canino for the cost of reasonable hotel expenses incurred by him on the business days that he works out of such office for the first twelve (12) months following the Effective Date, subject to the Company’s receipt of appropriate documentation evidencing such costs in accordance with the Company’s reimbursement policy.
Mr. Canino will be eligible to receive severance under the terms of the Capstone Green Energy Holdings, Inc. Severance Pay Plan (the “Severance Plan”). Under the Severance Plan, if Mr. Canino’s employment is involuntarily terminated by the Company without Cause (as defined in the Severance Plan) and he otherwise satisfies all conditions and covenants provided in the Severance Plan, Mr. Canino will be eligible to receive severance pay and COBRA reimbursement, in each case, for a period of eighteen (18) months following the date of termination. Each week of severance pay is equivalent to the weekly compensation regularly paid to Mr. Canino at the time his employment terminates, excluding any overtime pay, bonuses and imputed income. Under Mr. Canino’s offer letter, each party is required to provide the other party with at least ninety (90) days’ advance written notice of termination of employment, except in the event of a termination of employment by the Company for Cause or due to death or disability. Mr. Canino’s offer letter further provides that, in the event of a termination of employment by the Company without Cause, the Company has the option to provide Mr. Canino with a lump sum payment equal to ninety (90) days’ base salary in lieu of notice to be paid on the date of termination, and any such payment will not reduce the benefits that may be payable to Mr. Canino under the Severance Plan or the Amended and Restated Change in Control Agreement (as defined below). The foregoing
description of Mr. Canino’s offer letter does not purport to be complete and is qualified in its entirety by reference to the offer letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
In connection with the appointment of Mr. Canino as President and Chief Executive Officer, the Company amended and restated its form Change in Control Agreement (the “Amended and Restated Change in Control Agreement”) to revise the definition of “Severance Pay” that will be paid in the event of a Qualifying Termination within the CIC Window (each such term, as defined in the Amended and Restated Change in Control Agreement) to mean an amount equal to a multiple of the sum of the employee’s: (i) annual base salary for the calendar year in which the Date of Termination (as defined in the Amended and Restated Change in Control Agreement) occurs (or the employee’s annual base salary in effect immediately prior to the change in control, if higher); and (ii) target annual incentive compensation for the calendar year in which the Date of Termination occurs. For calculating Mr. Canino’s Severance Pay, the Compensation and Human Capital Committee of the Board approved a multiple of two and one-half (2.5). The foregoing description of the Amended and Restated Change in Control Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Change in Control Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
There are no arrangements or understandings between Mr. Canino and any other person pursuant to which he was appointed as President and Chief Executive Officer and/or a director of the Company, no family relationships between Mr. Canino and any other executive officer or director of the Company, and no related party transactions within the meaning of Item 404(a) of Regulation S-K between Mr. Canino and the Company.
Item 7.01 | Regulation FD Disclosure. |
On March 12, 2024, the Company issued a press release announcing the appointment of Mr. Canino as President and Chief Executive Officer and a director of the Company and, in connection with such transition, that Mr. Flexon will remain as Executive Chairman of the Board until April 1, 2024, upon which he will transition back to Non-Executive Chairman of the Board. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly set forth by specific reference in such a filing.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
| Description |
10.1 | Employment Offer Letter for Vincent J. Canino, dated February 22, 2024. | |
10.2 | ||
99.1 | ||
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CAPSTONE GREEN ENERGY HOLDINGS, INC. | ||
Date: March 12, 2024 | By: | /s/ John J. Juric |
Name: John J. Juric | ||
Title: Chief Financial Officer |
Exhibit 10.1
Mr. Vincent J. Canino [***]
[***]
February 21, 2024 Dear Mr. Canino,
We are very pleased to extend an offer of employment to you for the positions of President and Chief Executive Officer of Capstone Green Energy Holdings, Inc., a Delaware corporation (the "Company"). This offer of employment is conditioned on the satisfactory completion of certain requirements, as more fully explained in this letter, and your employment will be subject to the terms and conditions set forth below.
1. | Position and Duties |
In your capacity as President and Chief Executive Officer, you will perform duties and responsibilities that are commensurate with your position. You will report directly to the Board of Directors of the Company (the "Board"). You will also serve as a member of the Board for no additional compensation. You agree to devote your full business time, attention and best efforts to the performance of your duties and to the furtherance of the Company's interests.
2. | Location |
Your principal place of employment will be at our corporate headquarters in Van Nuys, California, and you will be expected to spend the majority of your time in such office, subject to business travel as needed to properly fulfill your employment duties and responsibilities.
3. | Start Date |
Subject to satisfaction of all conditions described in this letter, your anticipated start date is March
11, 2024 ("Start Date").
4. | Base Salary |
In consideration of your services, you will be paid an initial base salary of $550,000 per year, payable bi-weekly in accordance with the standard payroll practices of the Company and subject to all withholdings and deductions as required by law. Your base salary will be subject to review annually by the Compensation Committee of the Board in consultation with a compensation consultant.
5. | Annual Bonus |
During your employment, you will be eligible to participate in the Company's annual bonus program, designed and developed by the Compensation Committee of the Board. Commencing
with fiscal year 2025 and for each successive fiscal year, your annual target bonus opportunity will be 100% of base salary, with a minimum payout of 50% of base salary and a maximum payout opportunity of 150% of base salary. Actual payments will be determined based on the achievement of performance metrics established by the Compensation Committee of the Board. Any annual bonus with respect to a particular fiscal year will be paid in cash as soon as administratively practicable following filing with the Securities and Exchange Commission of the Company's year end audited financial statements. On an annual basis, the Compensation Committee of the Board and the Board will approve the appropriate metrics that align with the strategic plan adopted for the relevant fiscal year.
You must remain continuously employed with the Company through the bonus payment date to be eligible to receive an annual bonus payment for a particular fiscal year, except as otherwise provided under the Severance Pay Plan and the Change in Control Agreement (each, as defined below).
6. | Equity Grants |
Subject to approval by the Board, on the Start Date, the Company will grant you a one-time equity award in the form of 450,000 Restricted Stock Units ("RSUs"), each RSU representing the right to receive one share of the Company's common stock, subject to the terms and conditions of the Capstone Green Energy Holdings, Inc. 2023 Equity Incentive Plan (the "Plan") and an award agreement in the form attached hereto as Exhibit A (the "Award Agreement"). Provided that you remain in Continuous Service (as defined in the Plan) through the applicable vesting date, the RSUs will vest ratably over a three-year period, with 1/3 of the RSUs vesting on each of the first, second and third anniversary of the grant date, subject to the terms and conditions of the Award Agreement and the Plan.
For each full fiscal year of employment following the third anniversary of the Start Date, you will be eligible to receive an annual equity award based on values commensurate with peer group benchmarks, as determined by the Compensation Committee of the Board in consultation with a compensation consultant. Your eligibility for an equity award will also be reviewed annually by the Compensation Committee of the Board.
7. | Benefits and Perquisites |
You will be eligible to participate in the employee benefit plans and programs generally available to the Company's senior executives, including group medical, dental, vision and life insurance, and disability benefits, subject to the terms and conditions of such plans and programs. You will be entitled to four weeks of paid vacation in accordance with the Company's policies in effect from time to time. To accommodate your transition to working out of our corporate headquarters in Van Nuys, California, the Company will reimburse you for the cost of reasonable hotel expenses incurred by you on the business days that you work out of such office during the first twelve months following the Start Date, subject to the Company's receipt of appropriate documentation evidencing the incurrence and amount of such costs in accordance with the Company's expense reimbursement policy (the "Hotel Allowance"). For the avoidance of doubt, the Hotel Allowance
2
does not include lodging provided by relatives or friends in lieu of using a hotel and shall cease upon a termination of your employment for any reason. The Company reserves the right to amend, modify or terminate any of its benefit plans or programs at any time and for any reason.
8. | Withholding |
All forms of compensation paid to you as an employee of the Company shall be less all applicable withholdings.
9. | At-will Employment |
Your employment with the Company will be for no specific period of time. Rather, your employment will be at-will, meaning that you or the Company may terminate the employment relationship at any time, with or without Cause (as defined in the Capstone Green Energy Holdings, Inc. Severance Pay Plan, effective as of December 7, 2023 (the "Severance Pay Plan")); provided that, except in the event of a termination of your employment by the Company for Cause or due to your death or disability, either party shall be required to give the other party at least 90 days' advance written notice of any termination of your employment. In the event of a termination of your employment by the Company without Cause, the Company shall have the option to provide you with a lump sum payment equal to 90 days' base salary in lieu of notice, which shall be paid to you on the employment termination date; provided that any pay in lieu of notice will not reduce the benefits that may be payable to you under the Severance Pay Plan or the Change in Control Agreement. Although your compensation and benefits may change from time to time, the at-will nature of your employment may only be changed by an express written agreement signed by an authorized officer of the Company.
10. | Severance and Change in Control Benefits |
If your employment with the Company is involuntarily terminated by the Company without Cause, subject to your timely execution and non-revocation of a general release of claims in favor of the Company and related persons and entities in a form prescribed by the Company, you will be eligible to receive severance benefits in accordance with the terms of the Severance Pay Plan.
Subject to your execution of the Amended and Restated Change in Control Agreement attached hereto as Exhibit B (the "Change in Control Agreement"), in the event of a Qualifying Termination within the CIC Window, the Company or the Company's successors shall pay or provide to you certain Change in Control Benefits (each such term, as defined in the Change in Control Agreement), so long as you satisfy the conditions described therein.
You understand and agree that, if you are a member of the Board at the time that your employment with the Company terminates, whether with or without Cause and whether voluntary or involuntary, and as a further condition of your receipt of any severance benefits or Change in Control Benefits to which you otherwise might be entitled under the Severance Pay Plan or the Change in Control Agreement, you will submit your resignation as a member of the Board and, if
3
applicable, as a member of the boards of directors or managers (or similar senior-most governing bodies) of each other entity that is a direct or indirect majority-owned subsidiary of the Company, effective as of your last day of employment.
11. | Section 409A |
This offer letter is intended to comply with Section 409A of the Internal Revenue Code ("Section 409A") or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision herein, payments provided under this offer letter may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments provided under this offer letter that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this offer letter shall be treated as a separate payment. Any payments to be made under this offer letter upon a termination of employment shall only be made upon a "separation from service" under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this offer letter comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Section 409A.
Notwithstanding any other provision herein, if any payment or benefit provided to you in connection with your termination of employment is determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A and you are determined to be a "specified employee" as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of your termination date (the "Specified Employee Payment Date") or, if earlier, the date of your death. The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to you in a lump sum on the Specified Employee Payment Date and, thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.
12. | Clawback |
Any amounts payable hereunder are subject to any policy (whether currently in existence or later adopted) established by the Company providing for clawback or recovery of amounts that were paid to you (the "Clawback Policy") and, by accepting this offer, you acknowledge that you are fully bound by and subject to, and agree to abide by, all of the terms and conditions of the Clawback Policy. The Company will make any determination for clawback or recovery in its sole discretion in accordance with the Clawback Policy and in accordance with any applicable law or regulation (including the requirements of any stock exchange upon which the Company's common stock will be listed in the future). To the extent that the Company determines that any amounts paid to you hereunder must be repaid or otherwise recovered by the Company, you agree to promptly take whatever action is necessary to effectuate any such repayment or recovery. No recovery of any
4
amounts paid to you pursuant to the Clawback Policy will be an event giving rise to a right to resign for Good Reason under the Change in Control Agreement or any other agreement with the Company. In the event of any conflict between the terms of the Clawback Policy and the terms of this offer letter, the terms of the Clawback Policy shall govern.
13. | Governing Law |
This offer letter shall be governed by the laws of the State of California, without regard to conflict of law principles.
a. | Final approval by the Board of your designation as President and Chief Executive Officer of the Company and your appointment to the Board. |
b. | Verification of your right to work in the United States, as demonstrated by your completion of an 1-9 form upon hire and your submission of acceptable documentation (as noted on the 1-9 form) verifying your identity and work authorization within three days of your Start Date. |
c. | Satisfactory completion of reference checks. |
d. | Satisfactory completion of a background investigation. |
This offer will be withdrawn if any of the above conditions are not satisfied.
15. | Representations |
By accepting this offer, you represent that you are able to accept this job and carry out the work that it would involve without breaching any legal restrictions on your activities, such as non competition, non-solicitation or other work-related restrictions imposed by a current or former employer. You also represent that you will inform the Company about any such restrictions and provide the Company with as much information about them as possible, including any agreements between you and your current or former employer describing such restrictions on your activities. You further confirm that you will not remove or take any documents or proprietary data or materials of any kind, electronic or otherwise, with you from your current or former employer to the Company without written authorization from your current or former employer, nor will you use or disclose any such confidential information during the course and scope of your employment with the Company. If you have any questions about the ownership of particular documents or other information, you should discuss such questions with your former employer before removing or copying the documents or information.
The terms of this offer letter may not be amended or modified unless such amendment or modification is agreed to in writing and signed by you and the Chair of the Board.
5
We are excited at the prospect of you joining our team. If you have any questions about the above details, please call me immediately. If you wish to accept this position, please sign below and return this letter to me. This offer is open for you to accept until February 23, 2024, at which time it will be deemed to be withdrawn.
I look forward to hearing from you. Yours sincerely,
/s/ Robert C. Flexon
Name: Robert C. Flexon
Title:Chair of the Board of Directors
On behalf of Capstone Green Energy Holdings, Inc.
Acceptance of Offer
I have read and understood and I accept all of the terms of the offer of employment as set forth in the foregoing letter, subject to satisfaction of the conditions set forth above. I have not relied on any agreements or representations, express or implied, that are not set forth expressly in the foregoing letter, and this letter supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the subject matter of this letter.
/s/ Vincent Canino
Name: Vincent Canino
Date:
22 February, 2024
6
Exhibit A
Restricted Stock Unit Agreement
This Restricted Stock Unit Agreement (this "Agreement") is made and entered into as of March 11, 2024 (the "Grant Date") by and between Capstone Green Energy Holdings, Inc., a Delaware corporation (the "Company") and Vincent Canino (the "Grantee").
WHEREAS, the Company has adopted the Capstone Green Energy Holdings, Inc. 2023 Equity Incentive Plan (the "Plan") pursuant to which awards of Restricted Stock Units may be granted; and
WHEREAS, the Committee has determined that it is in the best interests of the Company and its shareholders to grant the award of Restricted Stock Units provided for herein.
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:
1. | Grant of Restricted Stock Units. |
3. | Vesting. |
A-1
Continuous Service terminates for any other reason at any time before all Restricted Stock Units have vested, all unvested Restricted Stock Units shall be automatically forfeited upon such termination and neither the Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement.
5. | Rights as Shareholder; Dividend Equivalents. |
6. | Settlement of Restricted Stock Units. |
A-2
If the Grantee is deemed a "specified employee" within the meaning of Section 409A of the Code, as determined by the Committee, at a time when the Grantee becomes eligible for settlement of the Restricted Stock Units upon the Grantee's "separation from service" within the meaning of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be delayed until the earlier of: (a) the date that is six (6) months following the Grantee's separation from service and (b) the Grantee's death.
9. | Tax Liability and Withholding. |
(a) | tendering a cash payment; |
A-3
A-4
A-5
Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.
[SIGNATURE PAGE FOLLOWS]
A-6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
CAPSTONE GREEN ENERGY HOLDINGS, INC.
By: Name: Robert Flexon
Title: Chair of the Board of Directors
GRANTEE
By: Name: Vincent Canino
A-7
Exhibit B
AMENDED AND RESTATED CHANGEINCONTROLAGREEMENT
This Amended and Restated Change in Control Agreement ("Agreement") is made as of
the 22
day of February 2024 by and between Capstone Green Energy Holdings, Inc., a
Delaware corporation (the "Company"), and Vincent Canino (the "Employee").
B-1
members of the Board on the Effective Date or whose appointment, election or nomination for election was previously so approved (the "Incumbent Directors"); or
Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have occurred for purposes of the foregoing clause (a) solely as the result of an acquisition of securities by the Company that, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of shares of Voting Securities beneficially owned by any person to fifty
(50) percent or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Company) and immediately thereafter beneficially owns fifty (50) percent or more of the combined voting power of all then outstanding Voting Securities, then a "Change in Control" shall be deemed to have occurred for purposes of the foregoing clause (a). Further, notwithstanding the foregoing, a "Change in Control" shall be deemed not to have occurred for purposes of any of the foregoing clauses (a) or (b) unless the respective transaction constitutes a "change in control event" within the meaning of Treas. Reg. §1.409A-3(i)(5).
B-2
performance from the Company, the relevant subsidiary or the Company's successors; (ii) the Employee's inducement of any customer, consultant, employee, or supplier of the Company, any of its subsidiaries or its successors to unreasonably breach any contract with the Company, any of its subsidiaries or its successors or cease its business relationship with the Company, any of its subsidiaries or its successors; (iii) the Employee's failure to perform the duties and obligations of the Employee's position(s), which failure has continued for more than thirty (30) days following written notice of such non-performance from the Company, the relevant subsidiary or the Company's successors; (iv) an act or acts of dishonesty undertaken by the Employee resulting in substantial personal gain by the Employee at the expense of the Company, any of its subsidiaries or its successors; (v) the Employee's gross negligence or willful misconduct or material breach of a fiduciary or contractual duty to the Company, any of its subsidiaries or its successors; (vi) the Employee's material violation of state or federal securities laws or failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company, any of its subsidiaries or its successors to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation; (vii) the Employee's breach of any confidentiality, trade secret or return of property obligations to the Company, any of its subsidiaries or its successors, which breach, if curable, has not been cured within thirty (30) days following written notice of such breach from the Company, the relevant subsidiary or the Company's successors;
(viii) a violation by the Employee of the material written employment policies of the Company, any of its subsidiaries or its successors, including those regarding discrimination, harassment and retaliation; (ix) the Employee's commission of, or plea of guilty or no contest to, any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Employee that would reasonably be expected to result in material injury or reputational harm to the Company, any of its subsidiaries or its successors ifhe were retained in his position(s); (x) the Employee's breach of any non-competition, non-solicitation, non-disparagement or other written agreement with the Company, any of its subsidiaries or its successors containing restrictive covenants; (xi) the Employee's excessive use of alcohol or the use or possession of an illegal or controlled substance, in each case, in the workplace or which materially impairs the ability of the Employee to effectively perform his duties or responsibilities; or (xii) the suspension or loss of, or a failure by the Employee to maintain in full force and effect, any professional license or certification needed by the Employee, under applicable law or otherwise, to be entitled to perform any of his duties or responsibilities.
B-3
(60) days after the end of the Cure Period. If the Company, the relevant subsidiary or any successor cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.
B-4
B-5
5. | Additional Limitation. |
(2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that, in the case of all of the foregoing Aggregate Payments, all amounts or payments that are not subject to calculation under Treas. Reg.
§l.280G-l, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §l.280G-1, Q&A-24(b) or (c).
B-6
6. | Section 409A. |
B-7
any of its subsidiaries or its successors for any reason other than the occurrence of a Qualifying Termination during the CIC Window, or (b) the expiration of the Post-CIC Window if the Employee is still employed by the Company or its successor.
9. | Notice and Date of Termination. |
B-8
B-9
shall be determined in accordance with the law as it would be interpreted and applied by the United States Court of Appeals for the Third Circuit.
B-10
IN WITNESS WHEREOF, the parties have executed this Agreement effective on the date and year first above written.
CAPSTONE GREEN ENERGY HOLDINGS, INC.
By: Name: Robert Flexon
Title: Chair of the Board of Directors
EMPLOYEE
By: Name: Vincent Canino
Title: President and Chief Executive Officer
B-11
Exhibit 10.2
AMENDED AND RESTATED
CHANGE IN CONTROL AGREEMENT
This Amended and Restated Change in Control Agreement (“Agreement”) is made as of the ___th day of [MONTH] 202[●] by and between Capstone Green Energy Holdings, Inc., a Delaware corporation (the “Company”), and [EMPLOYEE NAME] (the “Employee”).
Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred for purposes of the foregoing clause (a) solely as the result of an acquisition of securities by the Company that, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of shares of Voting Securities beneficially owned by any person to fifty (50) percent or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Company) and immediately thereafter beneficially owns fifty (50) percent or more of the combined voting power of all then outstanding Voting Securities, then a “Change in Control” shall be deemed to have occurred for purposes of the foregoing clause (a). Further, notwithstanding the foregoing, a “Change in Control” shall be deemed not to have occurred for purposes of any of the foregoing clauses (a) or (b) unless the respective transaction constitutes a “change in control event” within the meaning of Treas. Reg. §1.409A-3(i)(5).
2
3
4
5
6
7
8
9
10
IN WITNESS WHEREOF, the parties have executed this Agreement effective on the date and year first above written.
| CAPSTONE GREEN ENERGY HOLDINGS, INC. |
| |
| |
| By: |
| Name: |
| Title: Authorized Signatory |
| |
| EMPLOYEE |
| By: Name: |
| Title: |
| |
11
EXHIBIT 99.1
Capstone Green Energy Announces Vince Canino as its President and Chief Executive Officer
Canino Brings Over Three Decades of Energy Sector Expertise and a Proven Track Record of Driving Product Innovation and Sustainable Growth
LOS ANGELES, CA / BUSINESS WIRE / MARCH 12, 2024 / Capstone Green Energy Holdings, Inc. (the “Company”), the public successor to Capstone Green Energy Corporation (Predecessor Capstone), is pleased to announce that Vince Canino has been appointed as the company’s President and Chief Executive Officer, and member of the Capstone Board of Directors. Vince joined Capstone as incoming President and CEO on March 11, 2024, and will transition closely with Robert “Bob” Flexon, Executive Chairman and former Interim President and CEO. In connection with the transition, Bob Flexon will remain as Executive Chairman until April 1, 2024, and will then transition back to the role of Non-Executive Chairman of the Board.
"Vince has extensive experience in the energy industry, much of which is in the markets we serve. His strong operational background and skill set in product innovation and driving down product costs make him the ideal candidate to lead our company into its next phase of growth and profitability. We are confident that under Vince’s leadership, Capstone will become a much-improved Company through a stronger culture of innovation, continuous improvement, and have a much more meaningful presence in the energy sector." stated Bob Flexon, Executive Chairman of the Board of Directors for Capstone Green Energy.
Vince Canino, with over thirty years of experience in the energy sector, brings an extensive background in power generation, renewable energy, sustainability, and performance contracting. His career has seen leadership roles in Fortune 100 companies, startups, and mid-cap entities, where he's been pivotal in aligning business strategies with operational excellence and human capital to drive success. Prior to Capstone, he was the COO of ESS Inc., leading the operational organization of a premier long-duration energy storage systems developer, while his leadership as President and CEO of the Smardt Chiller Group marked significant global expansion and financial growth. With previous impactful roles at Trane Commercial Systems and the launch of DG Energy Solutions, Vince's career is marked by his ability to drive innovation and operational excellence. His foundational experience with General Electric laid the groundwork for a career characterized by strategic growth, operational leadership, and a commitment to sustainability.
Mr. Canino earned his Bachelor's in Mechanical Engineering Technology (Magna Cum Laude) from Binghamton University, NY, and his Master's in Engineering Mechanics (Cum Laude) from Penn State University.
“I am excited to be part of Capstone’s next chapter of growth and, in turn, sustainable competitive advantage. I look forward to further developing and implementing our business redesign roadmap currently driving the improvements that are needed to propel Capstone to new heights. Acknowledging the challenges of our past, the Capstone team is action-oriented and focused on bringing real, sustainable value to our customers and shareholders. I look forward to leading the
Capstone team into an era of unprecedented achievement that will make all our stakeholders proud," remarked Vince Canino, newly appointed President and CEO of Capstone Green Energy.
"After conducting a comprehensive global executive search, the Capstone Green Energy Board of Directors is excited to welcome Vince Canino as our new CEO. Vince is joining Capstone at a very pivotal moment as we look to transition the Company as a global leader in the microturbine marketplace. Vince brings an incredible executive leadership profile with a deep understanding of the clean energy marketplace. The board and I are excited to have him at the helm," said Robert Powelson, Capstone’s Chair of the Governance & Sustainability Committee.
Powelson went on to add, “On behalf of the Board of Directors and Capstone’s worldwide team, we would like to thank Bob Flexon for his incredible leadership during this transition period. Bob has been instrumental in revamping our business processes while rebuilding the Capstone brand in the clean energy marketplace. I especially want to thank him for his steadfast commitment and dedication to the employees of this great organization.”
Additional Information
The Company, as the public successor to Predecessor Capstone (CGRN) for SEC reporting purposes, continues to work to complete its restatement of previously issued financial statements and intends to complete such restatement as soon as possible. Following the completion of the restatement, the Company expects that it will list its common stock on the OTC Pink Market. The CUSIP number for the Company’s common stock following the reorganization transactions is 14067D607 and the ISIN number is US14067D6076.
About Capstone Green Energy
For over three decades, Capstone Green Energy has been at the forefront of microturbine technology, revolutionizing how businesses manage their energy supply. In partnership with our worldwide team of dedicated distributors, we have shipped over 10,000 units to 83 countries, providing environmentally friendly and highly efficient on-site energy systems and microgrid solutions.
Today, our commitment to a greener future is unwavering. We offer customers a range of commercial, industrial, and utility-scale options tailored to their specific needs, ranging from 65kW to multiple MWs. Capstone's product portfolio not only showcases our core microturbine technology but also includes flexible Energy-as-a-Service (EaaS) rental and service contracts.
In our pursuit of cutting-edge solutions, we've forged strategic partnerships to extend our impact. Through these collaborations, we proudly offer biomass and heat recovery solutions that enhance the sustainability and efficiency of our client's operations, contributing to a cleaner and more responsible energy landscape.
Capstone estimates that in FY23, it saved customers over $169 million in annual energy costs and approximately 362,000 tons of carbon. Total savings over the last five years are estimated to be approximately $1.08 billion in energy savings and approximately 1.9 million tons of carbon savings.
Capstone offers fast, turnkey power rental solutions for customers with limited capital or short-term needs; for more information, contact: rentals@CGRNenergy.com.
For more information about the Company, please visit www.CapstoneGreenEnergy.com. Follow Capstone Green Energy on Twitter, LinkedIn, Instagram, Facebook, and YouTube.
Cautionary Note Regarding Forward-Looking Statements
This release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements regarding operations and growth expectations, the restatement of previously issued financial statements and the other statements regarding the Company’s expectations, beliefs, plans, intentions, and strategies. The Company has tried to identify these forward-looking statements by using words such as “expect,” “anticipate,” “believe,” “could,” “should,” “estimate,” “intend,” “may,” “will,” “plan,” “goal” and similar terms and phrases, but such words, terms and phrases are not the exclusive means of identifying such statements. Actual results, performance and achievements could differ materially from those expressed in, or implied by, these forward-looking statements due to a variety of risks, uncertainties and other factors, including, but not limited to, the following: the integration of the President and CEO into the management team and his success in developing and executing operational strategies; the Company’s ability to realize the anticipated benefits of its recently completed financial restructuring; the Company’s ability to comply with the restrictions imposed by covenants contained in the exit financing and the new subsidiary limited liability company agreement; employee attrition and the Company’s ability to retain senior management and other key personnel following the restructuring; the Company's ability to develop new products and enhance existing products; product quality issues, including the adequacy of reserves therefor and warranty cost exposure; intense competition; financial performance of the oil and natural gas industry and other general business, industry and economic conditions; the impact of litigation and regulatory proceedings; risks related to the previously announced restatement previously announced (including discovery of additional information relevant to the financial statements subject to restatement; changes in the effects of the restatement on Predecessor Capstone’s financial statements or financial results and delay in the filing of late 10-K’s and 10-Q’s due to the Company’s efforts to complete the restatement; the time, costs and expenses associated with the restatement; inquiries from the SEC; the potential material adverse effect on the price of the Company’s common stock and stockholder lawsuits). For a detailed discussion of factors that could affect the Company’s future operating results, please see Predecessor Capstone’s filings with the Securities and Exchange Commission, including the disclosures under “Risk Factors” in those filings. Except as expressly required by the federal securities laws, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances or future events or for any other reason.
CONTACT:
Capstone Green Energy
Investor and investment media inquiries:
818-407-3628
ir@CGRNenergy.com
Document and Entity Information |
Mar. 12, 2024 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Document Period End Date | Mar. 12, 2024 |
Entity Registrant Name | CAPSTONE GREEN ENERGY HOLDINGS, INC. |
Entity Incorporation, State or Country Code | DE |
Entity File Number | 001-15957 |
Entity Tax Identification Number | 20-1514270 |
Entity Address, Address Line One | 16640 Stagg Street, |
Entity Address, City or Town | Van Nuys |
Entity Address State Or Province | CA |
Entity Address, Postal Zip Code | 91406 |
City Area Code | 818 |
Local Phone Number | 734-5300 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, par value $0.001 per share |
No Trading Symbol Flag | true |
Security Exchange Name | NONE |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0001009759 |
Amendment Flag | false |
1 Year Capstone Green Energy Chart |
1 Month Capstone Green Energy Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions