Blog: IDEANOMICS, 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.

(b) Departure of Mr. Conor McCarthy as Chief Financial Officer

On September 16, 2022, Ideanomics, Inc. (the “Company”) and Mr. Conor McCarthy,
the Company’s chief financial officer, mutually agreed that he will depart his
position of chief financial officer at the Company, effective September 16,
2022.

In connection with Mr. McCarthy’s termination, the Company agreed to pay Mr.
McCarthy a lump sum cash payment of $525,000 no later than ninety (90), but no
earlier than thirty-one (31), days following September 16, 2022. The Company
also agreed to pay Mr. McCarthy a sum of $175,000, which is the remainder of his
prior year’s performance bonus no later than the second payroll date following
the date of Mr. McCarthy’s separation agreement (the “Separation Agreement”).
Further, the Company agreed to pay Mr. McCarthy the cost of continuing his
health insurance benefits pursuant to COBRA, if eligible, for a period of twelve
(12) months, estimated to be $24,000.

Mr. McCarthy acknowledged the validity of his non-competition and
non-solicitation promises set forth in Sections 7 and 8 of that certain
employment agreement previously filed with the Securities and Exchange
Commission.

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

(c) Appointment of Stephen Johnston as Chief Financial Officer

On September 16, 2022, the Board of Directors (the “Board”) of the Company
appointed Stephen Johnston as chief financial officer of the Company, effective
September 16, 2022.

Mr. Johnston, 52, joins the Company bringing almost 30 years of diverse, global
experience as a Chief Financial Officer, Corporate Controller and Chief
Accounting Officer as well as Big 4 Partner. Prior to joining the Company, Mr.
Johnston served as the Chief Financial Officer of Dura Automotive Systems
(“Dura”), a global automotive supplier for highly integrated mechatronic
systems, and lightweight structural solutions, with oversight of the financial
performance of the company’s 22 plants in 11 countries. Prior to the successful
sale of Tower Automotive in 2019, Mr. Johnston was the Tower Automotive North
American Chief Financial Officer, a manufacturer of engineered metal structures
and complex welded assemblies for body and chassis. As a member of the North
American leadership team, Mr. Johnston was responsible for the financial
performance of program launches for key customers, including Ford, FCA and BMW.
Mr. Johnston is a certified public accountant (CPA) and a member of the Michigan
Association of CPAs and the American Institute of CPAs.

In connection with his appointment, Mr. Johnston received and has agreed to the
terms of an employment agreement (the “Employment Agreement”) providing for an
annual base salary of $525,000. Mr. Johnston may be eligible to receive an
annual discretionary performance-related cash incentive bonus (the “Annual
Bonus”) of up to seventy-five percent (75%) of his annual base salary.
Eligibility for and the payment of the Annual Bonus is completely within the
Company’s sole and absolute discretion and may generally be based on a variety
of factors and circumstances, including overall Company performance and general
individual performance. After three months of initial employment and subject to
the discretion and approval of the Company’s board of directors, Mr. Johnston
will be eligible to participate in the equity incentive program of the Company
and earn an initial option to purchase up to 1,000,000 shares of Company’s
common stock. Further, Mr. Johnston is eligible for such employee benefits that
the Company provides to its employees, subject to any waiting time periods or
other terms and conditions set forth in the policy or plan document governing
each benefit.

Further, Mr. Johnston has entered into a confidentiality and invention
assignment agreement with the Company, which contains (i) customary invention
assignment and confidentiality provisions and (ii) non-compete and non-solicit
covenants for 12 months post-termination of employment.

Mr. Johnston has no family relationships with any of the Company’s directors or
executive officers.

There are no arrangements or understandings between Mr. Johnston and any other
persons pursuant to which he was selected as an officer, except that Mr.
Johnston provided consulting services to the Company prior to his appointment.
There are no transactions involving the Company and Mr. Johnston that the
Company would be required to report pursuant to Item 404(a) of Regulation S-K.

Pursuant to the terms of the Employment Agreement, Mr. Johnston’s employment is
“at will” and may be terminated at any time by the Company or Mr. Johnston.

The foregoing description of the terms and conditions 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 filed
as Exhibit 10.2 hereto and is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On September 19, 2022, the Company issued a press release announcing the
appointment of Mr. Johnston as Chief Financial Officer. A copy of the press
release is being furnished as Exhibit 99.1 and is incorporated herein by
reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
Number     Description
  10.1       Separation Agreement, dated September 16, 2022, by and between the
           Company and Mr. Conor J. McCarthy.
  10.2       Employment Agreement, dated September 16, 2022, by and between the
           Company and Mr. Stephen Johnston.
  99.1       Press Release of Ideanomics, Inc., dated September 19, 2022.
           Cover page Interactive Data File (embedded within the Inline XBRL
104        document).

© Edgar Online, source Glimpses

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