THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERSOur Board manages or directs the business and affairssuccess of the Company
is largely dependent on its ability to attract, retain and motivate highly-qualified employees and non-employee directors, and that by continuing to offer them the opportunity to acquire or increase their proprietary interest in the Company, the Company will enhance its ability to attract, retain and motivate such persons.As of March 8, 2024, there were approximately 823,585 shares of Common Stock available for issuance under the Plan. Accordingly, the Board has determined that there are not sufficient shares of Common Stock available under the Plan to support the Company’s intended compensation programs over the next several years.
On February 2, 2024, subject to stockholder approval, the Board approved the Plan Amendment described in this Proposal 2, and the Board is now submitting the Plan Amendment attached to this Proxy Statement as providedAnnex B for stockholder approval. As proposed for approval, the Plan Amendment will increase the number of shares of our Common Stock issuable under the Plan by 10,163,296 shares. As described more fully below, we consider equity compensation to be a key component of our compensation structure.
The closing sale price of our Common Stock quoted on The Nasdaq Capital Market on March 15, 2024, was $0.1811 per share.
Description of the Plan Amendment
The following is a summary of the Plan Amendment:
Section 4(a) of the Plan is amended to include an additional 10,163,296 shares of Common Stock authorized for issuance under the Plan.
Description of the Plan
The following is a summary of the material terms of the Plan. This summary is not complete and is qualified in its entirety by reference to the full text of the Plan, as modified by the Delaware General Corporation Law (the “DGCL”),Plan Amendment attached to this Proxy Statement as Annex B, and conductsit assumes that this Proposal 2 is approved.
Purpose
The purpose of the Plan is to advance our interests by providing for the grant to our employees, directors, consultants, and advisors of stock and stock-based awards.
Administration
The Plan is administered by the Compensation Committee, except with respect to matters that are not delegated to the Compensation Committee by the Board. The Compensation Committee (or Board, as applicable) has the discretionary authority to interpret the Plan and any awards granted under it, determine eligibility for and grant awards, determine the exercise price, base value from which appreciation is measured or purchase price, if any, applicable to any award, determine, modify, accelerate and waive the terms and conditions of any award, determine the form of settlement of awards, prescribe forms, rules and procedures
relating to the Plan and awards, determine the time or times of receipt, type of and number of shares of Common Stock covered by awards and otherwise do all things necessary or desirable to carry out the purposes of the Plan or any award. The Compensation Committee may delegate such of its business through meetingsduties, powers, and responsibilities as it may determine to one or more of its members, members of the Board and, three standing committees:to the Audit Committee,extent permitted by law, the Company’s officers, and may delegate to employees and other persons such ministerial tasks as it deems appropriate. As used in this description, the term “Administrator” refers to the Compensation Committee and its authorized delegates, as applicable.
Eligibility
Company employees, directors, consultants, and advisors are eligible to participate in the NominatingPlan. Eligibility for stock options intended to be incentive stock options, or ISOs, is limited to our employees or employees of certain of our affiliates. Eligibility for stock options, other than ISOs, and Governance Committee.
Our Board evaluatesstock appreciation rights, or SARs, is limited to individuals who are providing direct services to us or certain of our affiliates on the
Company’sdate of grant of the award.Authorized Shares
Subject to adjustment as described below, the maximum number of shares of our Common Stock that may be delivered in satisfaction of awards under the Plan is currently 6,915,892 shares. If the Plan Amendment is approved by the stockholders, the maximum number of shares of our Common Stock that may be delivered in satisfaction of awards under the Plan will increase to 17,079,188. The number of shares of our Common Stock delivered in satisfaction of awards under the Plan is determined (i) by including shares withheld by us in payment of the exercise price or purchase price of the award or in satisfaction of tax withholding requirements with respect to the award, (ii) by including the full number of shares covered by any portion of a SAR which is settled in shares of our Common Stock, and (iii) by excluding any shares underlying awards settled in cash or that expire, become unexercisable, terminate or are forfeited to us without the delivery (or retention, in the case of restricted stock or unrestricted stock) of shares of our Common Stock. The number of shares available for delivery under the Plan will not be increased by any shares that have been delivered under the Plan and are subsequently repurchased using proceeds directly attributable to stock option exercise. Shares that may be delivered under the Plan may be authorized but unissued shares, treasury shares or previously issued shares acquired by the Company.
Director Limits
The aggregate value of all compensation granted or paid to any of our non-employee directors with respect to any calendar year, including awards under the Plan, for his or her services as a director during such calendar year, may not exceed $500,000 with the value of any awards under the Plan calculated based on their grant date fair value and assuming maximum payout.
Types of Awards
The Plan provides for the grant of stock options, SARs, restricted and unrestricted stock and stock units, performance awards and other awards that are convertible into or otherwise based on our Common Stock. Dividend equivalents may also be provided in connection with certain awards under the Plan, provided that any dividend equivalents will be subject to the same risk of forfeiture, if any, as applies to the underlying award.
Stock options and SARs. The Administrator may grant stock options, including ISOs, and SARs. A stock option is a right entitling the holder to acquire shares of our Common Stock upon payment of the applicable exercise price. A SAR is a right entitling the holder upon exercise to receive an amount (payable in cash or shares of equivalent value) equal to the excess of the fair market value of the shares subject to the right over the base value from which appreciation is measured. The exercise price per share of each stock option, and the base value of each SAR, granted under the Plan shall be no less than 100% of the fair market value of a share on the date of grant (110% in the case of certain ISOs). Other than in connection with certain corporate governance policiestransactions or changes to our capital structure, stock options and SARs granted under the Plan may not be repriced, amended, or substituted for with new stock options or SARs having a lower exercise price or base value, nor may any consideration be paid upon the cancellation of any stock options or SARs that have a per share exercise or base price greater than the fair market value of a share on the date of such cancellation, in each case, without stockholder approval. Each stock option and SAR will have a maximum term of not more than ten years from the date of grant (or five years, in the case of certain ISOs).
Restricted and unrestricted stock and stock units. The Administrator may grant awards of stock, stock units, restricted stock, and restricted stock units. A stock unit is an unfunded and unsecured promise, denominated in shares, to deliver shares or cash measured by the value of shares in the future, and a restricted stock unit is a stock unit that is subject to the satisfaction of specified performance or other vesting conditions. Restricted stock are shares subject to restrictions requiring that they be forfeited, redelivered, or offered for sale to us if specified performance or other vesting conditions are not satisfied.
Performance awards. The Administrator may grant performance awards, which are awards subject to the achievement of performance criteria.
Other share-based awards. The Administrator may grant other awards that are convertible into or otherwise based on shares of our Common Stock, subject to such terms and conditions as it determines.
Substitute awards. The Administrator may grant substitute awards in connection with certain corporate transactions, which may have terms and conditions that are inconsistent with the terms and conditions of the Plan.
Vesting; Terms of Awards
The Administrator determines the terms and conditions of all awards granted under the Plan, including the time or times an award vests or becomes exercisable, the terms and conditions on which an award remains exercisable, and the effect of termination of a participant’s employment or service on an ongoing basisaward. The Administrator may at any time accelerate the vesting or exercisability of an award. The Administrator may cancel, rescind, withhold, or otherwise limit or restrict any award if a participant is not in compliance with all applicable provisions of the Plan and/or any award agreement evidencing the grant of an award, or if the participant breaches any restrictive covenants.
Transferability of Awards
Except as the Administrator may otherwise determine, awards may not be transferred other than by will or by the laws of descent and distribution.
Effect of Certain Transactions
In the event of certain covered transactions (including the consummation of a view towards maintainingconsolidation, Business Combination or similar transaction, the best corporate governance practicessale of all or substantially all of our assets or shares of our Common Stock, or our dissolution or liquidation), the Administrator may, with respect to outstanding awards, provide for (in each case, on such terms and subject to such conditions as it deems appropriate):
| ● | The assumption, substitution or continuation of some or all awards (or any portion thereof) by the acquiror or surviving entity;\ |
| ● | The acceleration of exercisability or delivery of shares in respect of any award, in full or in part; and/or |
| ● | The cash payment in respect of some or all awards (or any portion thereof) equal to the difference between the fair market value of the shares subject to the award and its exercise or base price, if any. |
Except as the Administrator may otherwise determine, each award will automatically terminate or be forfeited immediately upon the consummation of the covered transaction, other than awards that are substituted for, assumed, or that continue following the covered transaction.
Adjustment Provisions
As noted above, in the contextevent of certain corporate transactions, including a stock dividend, stock split, or combination of shares (including the Reverse Stock Split), recapitalization or other change in our capital structure, the Administrator shall make appropriate adjustments to the maximum number of shares that may be delivered under the Plan, the individual award limits, the number and kind of securities subject to, and, if applicable, the exercise or purchase prices (or base values) of outstanding awards, and any other provisions affected by such event.
Clawback
The Administrator may provide that any outstanding award, the proceeds of any award or shares acquired thereunder and any other amounts received in respect of any award or shares acquired thereunder will be subject to forfeiture and disgorgement to us, with interest and other related earnings, if the participant to whom the award was granted is not in compliance with any provision of the Company’s current business environmentPlan or any award, any non-competition, non-solicitation, no-hire, non-disparagement, confidentiality, invention assignment or other restrictive covenant, or any company policy that relates to trading on non-public information and aligning our governance practices closelypermitted transactions with the interestrespect to shares of our stockholders. Our BoardCommon Stock or provides for forfeiture, disgorgement, or clawback, or as otherwise required by law or applicable stock exchange listing standards.
Amendments and management valueTermination
The Administrator may at any time amend the perspective of our stockholdersPlan or any outstanding award and encourage stockholdersmay at any time suspend or terminate the Plan as to communicate with the Boardfuture grants. However, except as described under “Communication with Directors” below.
The Merger
On February 4, 2021, the Company consummated the previously announced merger pursuant to that certain Agreement and Plan of Merger, dated October 12, 2020, by and among the Company, AMCI Merger Sub Corp., a Delaware corporation and newly formed wholly-owned subsidiary of the Company (“Merger Sub”), AMCI Sponsor LLC (the “Sponsor”), solelyexpressly provided in the capacity asPlan, the representative from and after the effective time of the Merger (as defined below) (the “Effective Time”) for the stockholders of the Company (other than the Advent stockholders) (the “Purchaser Representative”), Advent Technologies, Inc., a Delaware corporation (“Advent”), and Vasillios Gregoriou, solely in his capacity as the representative from and after the Effective Time for the Advent stockholders (the “Seller Representative”), as amended by Amendment No. 1 and Amendment No. 2 to the Agreement and Plan of Merger (the “Amendments” and as amended, the “Merger Agreement”), dated as of October 19, 2020 and December 31, 2020, by and among the Company, Merger Sub, Sponsor, Advent, and Seller Representative.
Pursuant toAdministrator may not alter the terms of
an award so as to materially and adversely affect a participant’s rights without the
Merger Agreement, a business combination betweenparticipant’s consent (unless the
Company and Advent was effected throughAdministrator expressly reserved the
merger of Merger Sub with and into Advent, with Advent surviving asright to do so in the
surviving company (the “Merger” or “Business Combination”)applicable award agreement).
Effective as of immediately priorAny amendments to the
Effective Time, the size of our Board was reduced from nine members to seven members and Mr. Skutaris, Ms. Fritz, Dr. Fleming, Mr. Lawrence Clark, Dr. Gregoriou, Mr. William Hunter and Dr. De Castro were appointed to serve as directors of the Company. Hans J. Mende, Brian Beem, Nimesh Patel, Gary Uren and Jason Grant resigned as directors of the Company. In connection with the Merger, the name of the Company was changed from “AMCI Acquisition Corp.” to “Advent Technologies Holdings, Inc.” All references herein to “AMCI” or “AMCI Acquisition” arePlan will be conditioned on stockholder approval to the
Company prior toextent required by applicable law, regulations or stock exchange requirements.Term
No awards shall be granted under the Merger.
Board Composition
Our authorized board of directors consists of seven members. In accordance with the second amended and restated certificate of incorporation, our board of directors is divided into three classes, Classes I, II and III, each to serve a three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following the election. Directors will not be able to be removed during their term except for cause. The directors are divided among the three classes as follows:
the Class I directors are Anggelos Skutaris, and Katrina Fritz, and their terms will expire at the annual meeting of stockholders to be held in 2024;
the Class II directors are Katherine E. Fleming and Lawrence Epstein, and their terms will expire at the annual meeting of stockholders to be held in 2022; and
the Class III directors are Vassilios Gregoriou, Emory De Castro and Christos Kaskavelis, and their terms will expire at the annual meeting of stockholders to be held in 2023.
We expect that any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of the board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.