Filing Overview
This Form 8-K was filed by XL Fleet Corp., although the request metadata identifies Spruce Power Holding Corp. The reported event occurred on April 11, 2022, and the filing was signed April 12, 2022. The filing concerns the appointment of Donald P. Klein as Chief Financial Officer, effective April 11, 2022.
Financial Metrics and Liquidity
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating performance metrics.
Material Change
Donald P. Klein was appointed Chief Financial Officer. Before joining XL Fleet, he served as Chief Financial Officer of Power Solutions International Inc. from January 2021 through April 2022 and previously held finance and accounting positions at Littelfuse and Navistar.
Compensation and Employment Terms
- Initial annual base salary: $375,000.
- Target annual cash bonus: 50% of base salary, subject to personal and company performance goals.
- Initial equity award: $700,000 in restricted stock units, with 25% vesting on each of the next four anniversaries of his start date.
- If terminated without cause or for qualifying good reason, Mr. Klein is entitled to nine months of salary and benefits continuation.
- If such termination occurs in connection with a change in control, he is entitled to 18 months of salary and benefits continuation.
- Unvested equity awards are forfeited upon either specified termination scenario.
- He entered into customary employee covenants, including confidentiality, invention-assignment, and a one-year non-competition agreement, and was expected to enter into the company’s standard indemnification agreement.
Outlook, Risks, and Unusual Items
The filing contains no financial guidance or operating outlook. The principal disclosed obligation is the potential salary, benefits, and equity-related cost associated with the CFO employment agreement. The filing states that there are no family relationships or related-party transactions involving Mr. Klein and the company.
Investor Verification Items
- Confirm the correct registrant: the filing identifies XL Fleet Corp., not Spruce Power Holding Corp.
- Review Exhibit 10.1 for the complete employment agreement and termination provisions.
- Assess the accounting and dilution impact of the $700,000 restricted stock unit award.
- Verify the effective appointment date of April 11, 2022 and the filing/signature date of April 12, 2022.