Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Ciara Burnham as Director
On October 17, 2022, Ciara Burnham notified the Board of Directors (the “Board”) of AppHarvest, Inc. (the “Company”) of her intent to resign from the Board and all committees thereof effective October 18, 2022. Ms. Burnham’s decision to resign was not the result of any disagreement between the Company and Ms. Burnham on any matter relating to the Company’s operations, policies, or practices.
Effective October 20, 2022, and following Ms. Burnham’s resignation, the Board appointed Greg Couch, currently serving as a member of the Nominating and Corporate Governance Committee, as Chairperson of the Nominating and Corporate Governance Committee.
Appointment of Anthony Martin as Director
On October 21, 2022, the Board appointed Anthony Martin to serve as a director of the Company, effective as of October 20, 2022. The Board also appointed Mr. Martin to serve as a member of the Audit Committee.
There is no arrangement or understanding between Mr. Martin and any other person pursuant to which he was selected as a director of the Company, and there is no family relationship between Mr. Martin and any of the Company’s other directors or executive officers. The Company is not aware of any transaction involving Mr. Martin requiring disclosure under Item 404(a) of Regulation S-K.
Anthony Martin, age 66, has served as a member of the board of directors of the Fruit & Vegetable Dispute Resolution Corporation, a non-profit, member-based dispute resolution organization in the fresh produce industry, since May 2018. Previously Mr. Martin served as Chief Financial Officer of Windset Farms, a controlled environment agriculture producer, from December 2007 to October 2019. Mr. Martin, a chartered accountant, received a Bachelor of Commerce and a graduate degree in Accounting, Audit and Taxation from Concordia University.
Mr. Martin 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. Martin 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 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. Martin has also entered into the Company’s standard form of indemnification agreement.