Business Context and Reporting Period
XL Fleet Corp. filed this Form 8-K under Item 5.02 regarding the appointment of Cielo Hernandez as Chief Financial Officer. The filing date was April 20, 2021, with the employment offer letter dated April 9, 2021 and the appointment effective April 19, 2021, or another mutually agreed date. The provided request metadata identifies Spruce Power Holding Corp., but the filing itself identifies XL Fleet Corp. as the registrant.
Financial Metrics and Liquidity
This filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating and financial performance metrics.
Material Changes
- Cielo Hernandez was appointed Chief Financial Officer and is expected to assume the duties of Principal Financial Officer and Principal Accounting Officer from Dimitri N. Kazarinoff.
- Ms. Hernandez previously served as CFO of South Jersey Industries and held a senior finance role at Maersk Agency U.S.A.
- The filing states that Ms. Hernandez has no family relationship with any other executive officer or director.
Compensation, Outlook, Risks, and Unusual Items
- Initial annual base salary: $400,000.
- Target annual cash bonus: 60% of base salary.
- Initial equity award: $300,000 of non-qualified stock options and $300,000 of restricted stock units, subject to four-year vesting, with 25% vesting after the first year and the remainder vesting in substantially equal annual installments.
- Relocation benefit: $154,000.
- Target annual equity grant: $400,000, subject to performance criteria established by the board or compensation committee.
- Upon qualifying termination following a change in control, benefits include nine months of base salary continuation, full acceleration of unvested equity, and nine months of benefits continuation.
- Upon qualifying termination not related to a change in control, benefits include six months of base salary continuation and six months of benefits continuation; unvested equity grants are forfeited.
- The company expects Ms. Hernandez to enter into its standard indemnification agreement. She has entered into employee covenants covering confidentiality, invention assignment, and one-year non-solicitation and non-competition restrictions.
Important Facts to Verify
- Confirm the registrant identity, because the filing names XL Fleet Corp., while the request metadata names Spruce Power Holding Corp.
- Verify the final effective date of Ms. Hernandez’s appointment and the closing stock price used to determine the option exercise price and RSU value.
- Review the complete employment offer letter for vesting, performance conditions, severance, and change-in-control provisions.
- Assess the potential future compensation expense and dilution associated with the equity awards.
- Confirm the subsequent status of the CFO transition and any later amendments or disclosures.