| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Given her other commitments and responsibilities, on August 10, 2023, Neha Palmer notified the Board of Directors (the “Board”) of Electriq Power Holdings, Inc. (the “Company”) that she would be resigning from the Board and its committees, effective immediately. Ms. Palmer’s resignation was not the result of any dispute or disagreement between Ms. Palmer and the Company on any matter relating to the Company’s operations, policies or practices.
On August 15, 2023, the Board, on recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Jennifer Lowry to the Board to fill the vacancy caused by Ms. Palmer’s resignation, effective immediately. Ms. Lowry will serve on the Compensation Committee of the Board.
Ms. Lowry served most recently as a senior executive at McCormick and Company, first as Vice President of Corporate Finance before adding Risk and Treasury oversight to her role. Prior to taking on the role at McCormick, Ms. Lowry spent more than 25 years in the Energy industry in senior strategy and finance roles at Exelon Corp, Constellation Energy, Cogentrix Energy and The AES Corporation. In considering director candidates, one of the Board’s key objectives is to ensure that the Board’s composition reflects a broad diversity of experience, professions, skills, viewpoints, personal traits and backgrounds. The Board believes Ms. Lowry will bring beneficial experience and attributes to the Board, among which are her extensive experience in the energy industry and project finance, particularly in developing and enhancing risk management policies and overseeing financial and commercial transactions and operations, as well as her strong leadership skills, vast business experience and financial acumen.
The Board has determined that Ms. Lowry qualifies as independent under the applicable New York Stock Exchange listing standards. There are no arrangements or understandings between Ms. Lowry and any other persons with respect to her appointment as a director. Neither Ms. Lowry nor any immediate family member of Ms. Lowry has been a participant in any transaction or currently proposed transaction with the Company that is reportable under Item 404(a) of Regulation S-K.
Ms. Lowry will participate in the standard compensation arrangements for the Company’s non-employee directors. In addition, Ms. Lowry and the Company will enter into the Company’s standard indemnification agreement for directors and executive officers, the form of which was previously filed with the Securities and Exchange Commission.
