Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 2, 2023, the board of directors (the “Board”) of Heliogen, Inc. (the
“Company”), appointed Roger Lazarus to serve as a Class III director for a term
expiring at the 2024 annual meeting of stockholders, effective immediately. Mr.
Lazarus was also appointed to serve on the Audit Committee of the Board and the
Compensation and Human Capital Committee of the Board and has been designated as
an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation
S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Mr. Lazarus is currently the Chief Financial Officer of Chain Bridge I, a NASDAQ
registered special acquisition company, and is also a venture partner to Marcy
Venture Partners and its portfolio companies. From 1997 to 2019 he worked as a
partner at Ernst & Young LLP advising on acquisitions and investments for
corporate and private equity clients. During his career with Ernst & Young, he
served in a variety of roles, including as the Chief Operating Officer (“COO”)
and Board member of Ernst & Young’s LatAm North region, where he managed
internal operations and oversaw financial and operating reporting for 13
countries from 2017 to 2019, as a managing partner and COO of Ernst & Young
Colombia from 2013 to 2019, and as the managing partner of Ernst & Young´s West
Region Transactions service-line from 2006 to 2009. Mr. Lazarus is a director
and the chair of the Audit Committee and Compensation Committee of LatAm
Logistic Properties S.R.L, a 3PL real estate developer in Costa Rica, Colombia
and Peru. He is chair of the Audit Committee of the Goldman Environmental
Foundation, the sponsor of the annual Goldman Environmental Prize. Mr. Lazarus
is a Chartered Accountant (ICAEW), holds a BA with honors in Economics from the
University of York, England and completed the international certification of the
Institute of Directors (London, England) in 2020.
Effective as of Mr. Lazarus’ appointment to the Board, the Board granted Mr.
Lazarus an initial equity grant comprising 75,000 restricted stock units
(“RSUs”), which vests ratably over a three-year period, with one-third vesting
on each anniversary of the grant date, subject to Mr. Lazarus’ continued service
on the Board. Mr. Lazarus will also be entitled to an annual equity grant equal
to the lesser of (i) $150,000 and (ii) 75,000 RSUs, which fully vests on the
earlier of (i) one year following the date of grant or (ii) the day before the
next annual meeting following the applicable grant date, subject to Lazarus’
continued service on the Board. Mr. Lazarus’s annual cash compensation for his
service as director of $70,000 will be prorated to reflect the commencement date
of his Board service.
The Board has determined that Mr. Lazarus 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 Audit Committee and the Compensation and Human Capital Committee of the
There are no arrangements or understandings between Mr. Lazarus and any other
person pursuant to which Mr. Lazarus was selected as a director of the Company.
There are also no family relationships between Mr. Lazarus and any director or
executive officer of the Company and Mr. Lazarus 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 Exchange Act.
In addition, director Julie M. Kane has been elected as the chairperson of the
Item 7.01 Regulation FD Disclosure.
On March 6, 2023, the Company issued a press release announcing the appointment
of Mr. Lazarus 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 March 6, 2023 Cover Page Interactive Data File (embedded within the Inline XBRL 104 document).
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