Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Anna Mason as Director
On October 27, 2022, Anna Mason notified the Board of Directors (the “Board”) of AppHarvest, Inc. (the “Company”) of her intent to resign from the Board and all committees thereof. Ms. Mason’s resignation was effective on October 31, 2022. Ms. Mason’s decision to resign was not the result of any disagreement between the Company and Ms. Mason on any matter relating to the Company’s operations, policies, or practices.
Appointment of Hollie P. Harris as Director
On November 2, 2022, the Board appointed Hollie P. Harris to serve as a director of the Company, effective as of November 2, 2022. The Board also appointed Ms. Harris to serve as a member of the Audit Committee and the Sustainability Committee.
There is no arrangement or understanding between Ms. Harris and any other person pursuant to which she was selected as a director of the Company, and there is no family relationship between Ms. Harris and any of the Company’s other directors or executive officers. The Company is not aware of any transaction involving Ms. Harris requiring disclosure under Item 404(a) of Regulation S-K.
Hollie P. Harris, age 48, has served in various roles of increasing responsibility at Appalachian Regional Healthcare, Inc., a not-for-profit healthcare system, including as President and Chief Executive Officer since May 2021 and as Vice President of Corporate Strategy and Chief Strategy Officer from August 2005 to May 2021. Ms. Phillips received a Bachelor of Arts in Biology from the University of Richmond and a Master of Health Administration from Virginia Commonwealth University.
Ms. Harris will be entitled to receive a $75,000 annual retainer for service as director. At each annual stockholder meeting following which her respective term as a director continues, Ms. Harris 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 her service as a director ends at such meeting as a result of her 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. Ms. Harris has also entered into the Company’s standard form of indemnification agreement.