Blog: LIQTECH INTERNATIONAL INC : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Fei Chen as Chief Executive Officer

On July 29, 2022, LiqTech International, Inc. (the “Company”) announced the
appointment of Fei Chen to serve as Chief Executive Officer of the Company,
effective on or before November 1, 2022. Ms. Chen has also been appointed to
serve as a member of the board of directors of the Company, effective upon her
assumption of the Chief Executive Officer position. Ms. Chen is currently
serving as Senior Vice President, Global Commercials of Topsoe A/S (“Topsoe”), a
world leader in catalysts and chemical processes for clean energy, with revenue
of DKK 6.225 billion (approx. US$850 million) in 2021. Prior to serving as
Senior Vice President of Topsoe, Ms. Chen served as its Vice President of
Chemical Technology Business and Sales (2017-2020) and Vice President of Global
Research and Development (2014-2017). Additionally, Ms. Chen has served as a
Board Member of Liquid Wind AB (Sweden) since 2021 and a Board Member of Jiangsu
JiTRI-Topsoe Clean Energy Research and Development Co. Ltd. (China) since 2018.
From 2013 to 2018, Ms. Chen also served as a Board Member of Brunata
International A/S (Denmark).

Ms. Chen, age 58, earned her Ph.D. in Polymer Materials from the Technical
University of Denmark (DTU) and holds a Master of Biochemical Engineering degree
and a Bachelor of Chemical Engineering from Zhejiang University in China. She
also attended the IMD Business School where she received certificates in
Business Financing and Advanced High Performance Leadership. She also graduated
from the Stanford Executive Program at the Stanford Graduate School of Business.
Ms. Chen’s substantial leadership experience with an emphasis on expansion and
commercial scaling, and her particular industry knowledge of water treatment,
chemical, and clean energy operations, made her an attractive candidate for the
position of Chief Executive Officer of the Company.

On July 26, 2022, the Company (through its wholly-owned Danish subsidiary) and
Ms. Chen entered into an Executive Services Agreement, effective upon her
commencing employment (the “Employment Agreement”), pursuant to which Ms. Chen
will receive an annual base salary of DKK 2,500,000 (approx. US$343,400).
Annually, Ms. Chen will be eligible to receive a performance bonus of up to 150%
of her base salary and during 2022, will be eligible for a performance bonus of
DKK 48,077 (approx. US$6,600) for each week of employment. Ms. Chen will also be
eligible to receive an annual performance-based restricted stock award under the
Company’s Long Term Incentive Plan valued up to 100% of her base salary, which
would vest in three equal annual installments. These bonuses will be contingent
on completion of certain metrics established by the Board of Directors or its
Compensation Committee for each fiscal year. The Employment Agreement also
provides that Ms. Chen will be granted on her employment start date a grant of
restricted stock equal to US$350,000, which shall vest in three equal annual
installments over the next three years so long as Ms. Chen remains employed by
the Company. Ms. Chen is also eligible to participate in the Company’s other
benefit programs on the same basis as the Company’s officers, including up to
six weeks paid time off per year. If Ms. Chen is terminated, the Company agrees
to maintain her salary for a period of twelve months and agrees to pay the
target bonuses Ms. Chen would have been eligible to receive for the fiscal year.

The foregoing summary of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.

There are no other arrangements or understandings between Ms. Chen, on the one
hand, and any other persons, on the other hand, pursuant to which she was
selected as the Company’s Chief Executive Officer. Additionally, there are no
transactions involving the Company, on the one hand, and Ms. Chen, on the other
hand, that the Company would be required to report pursuant to Item 404(a) of
Regulation S-K. There are no family relationships between Ms. Chen and any
director or executive officer of the Company.

Resignation of Alexander J. Buehler as Interim Chief Executive Officer

Upon the commencement of Ms. Chen’s employment as Chief Executive Officer,
Alexander J. Buehler will step down from his position as Interim Chief Executive
Officer but will continue to serve the Company as a director. The Company
appreciates Mr. Buehler’s diligent service as Interim Chief Executive Officer
and looks forward to his continued directorship.

——————————————————————————–

Item 7.01 Regulation FD Disclosure.

A copy of a press release related to the foregoing is furnished as Exhibit 99.1
to this Current Report on Form 8-K.

The information contained in this Item 7.01 and in the accompanying Exhibit 99.1
hereto is being furnished and 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 liabilities under that Section and shall not be
deemed to be incorporated by reference in any filing of the Company under the
Securities Act of 1933, as amended, or the Exchange Act, except as expressly set
forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.


(d) Exhibits



Exhibit
No.       Exhibit Title or Description

10.1        Executive Services Agreement, dated July 26, 2022 by and between LiqTech
          Holding A/S Fei Chen.
99.1        Press Release dated July 29, 2022.
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

© Edgar Online, source Glimpses

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