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

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

On September 14, 2022, the board of directors (the “Board”) of Heliogen, Inc.
(the “Company”), announced the appointment of Barbara J. Burger, PhD, to serve
as a Class II director for a term expiring at the 2023 annual meeting of
stockholders, effective September 12, 2022. Dr. Burger will also join the
compensation committee of the Board at that time.

Dr. Burger was mostly recently the Vice President, Innovation at Chevron and
President of Chevron Technology Ventures from June 2013 to April 2022.
Previously, Dr. Burger held a number of management positions at Chevron across
International Marketing, Chemicals, Technology Marketing, Lubricants, Ventures,
and Innovation. Dr. Burger has also held a wide range of civic and industrial
leadership governing board and advisory council positions including the MIT
Energy Initiative, Houston Exponential, Houston Symphony Society, Oil and Gas
Climate Initiative Climate Investment LLP, the National Renewable Energy
Laboratory, Greentown Houston, Activate, and Rice University’s Corporate
Innovation Practice. Dr. Burger has spent most of her career focused on the big
challenges in energy transition, equity, and access to education. She has been
recently named to Emerald Technology Ventures Advisory Council and the Greentown
Labs Board of Directors. Dr. Burger is an active alumnus of the University of
Rochester where she serves on the Board of Trustees and chairs the River Campus
Libraries National Council. She also established the Barbara J. Burger Endowed
Scholarship in the Sciences and founded the Barbara J. Burger iZone, where
students generate, refine, and communicate ideas for social, cultural, community
and economic impact. At the California Institute of Technology, Dr. Burger
supports graduate women in chemistry and serves on the Strategic Advisory Board
for the Resnick Sustainability Institute. Dr. Burger holds a bachelor’s degree
in chemistry from the University of Rochester, a PhD degree in chemistry from
the California Institute of Technology and an MBA degree in finance, with
academic honors, from the University of California, Berkeley.

Dr. Burger’s compensation will be consistent with the Company’s previously
disclosed standard compensatory arrangements for non-employee directors, which
are described in the Company’s Definitive Proxy Statement on Schedule 14A filed
with the Securities and Exchange Commission (“SEC”) on June 7, 2022, under the
heading “Non-Employee Director Compensation Policy.” Dr. Burger’s compensation
will be prorated to reflect the commencement date of her Board service.

The Board has determined that Dr. Burger is an independent director under the
listing standards of The New York Stock Exchange (the “NYSE”) and meets the
additional independence requirements of the NYSE and SEC with respect to members
of the compensation committee of the Board.

There are no arrangements or understandings between Dr. Burger and any other
person pursuant to which Dr. Burger was selected as a director of the Company.
There are also no family relationships between Dr. Burger and any director or
executive officer of the Company and Dr. Burger does not have any direct or
indirect material interest in any related-person transaction or proposed
related-person transaction required to be disclosed by Item 404(a) of Regulation
S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 7.01 Regulation FD Disclosure

On September 14, 2022, the Company issued a press release announcing the
appointment of Dr. Burger as a director of the Board. A copy of the press
release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information set forth under Item 7.01 of this Current Report on Form 8-K
(“Current Report”), including Exhibit 99.1 attached hereto, is being furnished
and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act,
or otherwise subject to the liabilities of such section. The information in Item
7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated
by reference into any filing under the Securities Act of 1933, as amended, or
the Exchange Act, regardless of any incorporation by reference language in any
such filing, except as expressly set forth by specific reference in such a


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
Exhibit Number                Description
99.1                            Press Release, dated September 14, 2022
                              Cover Page Interactive Data File (embedded within the Inline XBRL
104                           document).


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