IDEAL POWER INC. (NASDAQ:IPWR) Files An 8-K Entry into a Material Definitive AgreementItem 5.02
The disclosure under Item 5.02 below with respect to the amendment and restatement of R. Daniel Brdar’s employment agreement is incorporated by reference into this Item 5.02.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Reassignment of R. Daniel Brdar
On April 10, 2018, the Board of Directors (the “Board”) of Ideal Power Inc. (the “Company”) reassigned R. Daniel Brdar from his position as President and Chief Executive Officer of the Company to the position of BTRAN Chief Commercial Officer of the Company. Mr. Brdar remains a director of the Company. The Company and Mr. Brdar had previously entered into an Employment Agreement, dated January 8, 2014, and in connection with the reassignment, Mr. Brdar entered into a Revised and Restated Employment Agreement with the Company effective on April 16, 2018.
Mr. Brdar’s initial base salary under his amended and restated employment agreement is $330,500 per year. Mr.Brdar’s target bonus will be up to 50% of his annual base salary. The bonus will be paid at the direction of the Compensation Committee of the Board based on Mr. Brdar’s achievement of certain performance standards and goals established by the Compensation Committee of the Board in consultation with the Chief Executive Officer of the Company and Mr. Brdar. Additionally, subject to approval of the Compensation Committee of the Board, Mr. Brdar may be eligible to receive additional awards to the Company’s 2013 Equity Incentive Plan.
Mr. Brdar’s revised and restated employment agreement provides that if Mr. Brdar’s employment is terminated by the Company without cause, he will receive a portion of his base salary to be determined based on the date of termination.
Appointment of Dr. Lon E. Bell as President and Chief Executive Officer
On April 10, 2018, the Board appointed Dr. Lon E. Bell as President and Chief Executive Officer of the Company. Dr. Bell also currently serves as Chairman of the Board.
Dr. Bell, 77, joined the Board in November 2012 and was named Interim Chairman of the Board on March 9, 2017. On June 5, 2017, Dr. Bell was elected as Chairman of the Board. He founded Amerigon Inc., now Gentherm (Nasdaq: THRM) in 1991. Dr. Bell served many roles at Amerigon, including Chief Technology Officer until December 2010, Director of Technology until 2000, Chairman and Chief Executive Officer until 1999, and President until 1997. Dr. Bell served as the Chief Executive Officer and President of BSST LLC, a subsidiary of Amerigon from September 2000 to December 2010. He served as a Director of Amerigon from 1991 to 2012. Previously, Dr. Bell co-founded Technar Incorporated, which developed and manufactured automotive components, and served as Technar’s Chairman and President until selling majority ownership to TRW Inc. in 1986. Dr. Bell continued managing Technar, then known as TRW Technar, as its President until 1991. He co-founded Mahindra REVA Electric Vehicle Co Ltd. in 1994 and served on its Board of Directors until 2016. He currently serves on the Board of Directors of ClearSign Combustion Corporation (Nasdaq: CLIR), where he serves as Chair of the Compensation Committee and as Chairman of the Board of Directors, and CDTi (Nasdaq: CDTI), where he also serves as Chair of the Compensation and Nominating Committee and Chair of the Technology Committee. Since April 2014, he has been Chairman of the External Advisory Board at the California Institute of Technology Mechanical and Civil Engineering Department and has served as a board member since 2008. Between 2010 and 2014 he served as an Advisory Board member at Michigan State University and University of California, Santa Barbara Energy Frontiers Research Centers. Dr. Bell is a leading expert in the design and mass production of thermoelectric products. He has authored more than 30 publications in the areas of thermodynamics of thermoelectric systems, automotive crash sensors, and other electronic and electromechanical devices. Five of his inventions have gone into mass production. Dr. Bell received a BSc. in Mathematics, a MSc. in Rocket Propulsion, and a Ph.D. in Mechanical Engineering from the California Institute of Technology.
The Company and Dr. Bell are working on a compensation agreement to be disclosed once finalized.
There are no arrangements or understandings between Dr. Bell and any other persons to which he was appointed as an executive officer of the Company. There are no transactions between the Company and Dr. Bell that would require disclosure under Item 404(a) of Regulation S-K. No family relationship exists between Dr. Bell and any other director or executive officer of the Company.
Appointment of Ted Lesster as Director
On April 10, 2018, the Board appointed Ted Lesster to serve as a member of the Board and a member of the Audit Committee, Nominating and Corporate Governance Committee, and Compensation Committee of the Board.
There are no family relationships between Mr. Lesster and any director or executive officer of the Company, and Mr. Lesster has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K. Mr. Lesster will receive cash compensation of $30,000 and an option to purchase shares of Company common stock having a grant date fair value of $22,500, which will vest in equal quarterly installments beginning on June 30, 2018, for his service during the second through fourth quarters of the Company’s fiscal year 2018. For each year of service after the fourth quarter of 2018, Mr. Lesster will receive $40,000 in cash compensation as well as options to purchase shares of Company common stock having a grant date fair value of $30,000, which will vest in equal quarterly installments over the one-year period following the date of grant, subject to continued service to the Company.
| Item 5.02 | Financial Statements and Exhibits. |
| Exhibit No. | Description of Exhibit |
| 99.1 | Press release issued April 16, 2018 |
Ideal Power Inc. ExhibitEX-99.1 2 tv491173_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Ideal Power Announces Executive Management Team Changes and Corporate Restructuring to Support Recent Progress with PPSA™ and B-TRAN™ Technologies Introduces Two Separate Operating Divisions Under Parent Company: Power Conversion Systems & B-TRAN™ AUSTIN,…To view the full exhibit click here
About IDEAL POWER INC. (NASDAQ:IPWR)
Ideal Power Inc. (Ideal Power) designs, markets and sells electrical power conversion products using its Power Packet Switching Architecture (PPSA) technology. The Company’s PPSA is a power conversion technology that utilizes standardized hardware with application specific embedded software. It sells products to systems integrators for integration into their system, which enable end users to manage their electricity consumption by reducing demand charges or fossil fuel consumption, integrating renewable energy sources and form their own microgrid. It focuses on licensing PPSA-based product designs to original equipment manufacturers (OEMs) within its target markets. Its products use multiple insulated gate bipolar transistors (IGBTs), which switch power in a direction, including direct current (DC) to alternating current (AC), or AC to DC. The PPSA uses indirect power flow in which power flows through input switches, and is temporarily stored in its AC link inductor.
