United
States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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of Report (date of earliest event reported):
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Chief Financial Officer
On September 16, 2022, Eric Ingvaldson accepted an offer of employment to become the Chief Financial Officer of Pineapple Energy Inc. (the "Company"), effective on October 10, 2022. Mr. Ingvaldson will replace the Company's current Interim Chief Financial Officer, Kristin Hlavka, who will continue her role as the Company's Corporate Controller and principal accounting officer. Ms. Hlavka's annual base salary rate will return to $185,000, the amount prior to her appointment as Interim Chief Financial Officer.
Mr. Ingvaldson, age 41, currently serves as the Chief Financial Officer and Chief Operating Officer of Kradle, a pet products company, a position he has held since April 2020. Prior to that, Mr. Ingvaldson served as the Chief Financial Officer and Chief Operating Officer of Hemisphere Companies, a private equity fund, from January 2018 to April 2020. Previously, he held various roles with C.H. Robinson Worldwide, including Director, International Finance, Manager, Corporate Finance and Manager, Corporate Development, beginning in June 2007. Prior to June 2007, Mr. Ingvaldson was an auditor for Deloitte & Touche.
In connection with his service as Chief Financial Officer, Mr. Ingvaldson will (i) receive an annual base salary of $250,000, (ii) be eligible for a 40% of base salary cash discretionary annual bonus, and (iii) be granted restricted stock units with a value of $195,000 that vest over three years. A copy of Mr. Ingvaldson's offer letter is filed herewith as Exhibit 10.1, and is incorporated by reference into this Item 5.02.
Director and Executive Officer Compensation Matters
On September 16, 2022, the Compensation Committee of the Board of Directors (the "Board") of the Company approved performance metrics for the 2022 annual cash incentive program for the Company's employees, including executive officers. The metrics consist of the 2022 EBITDA of the Company's Hawaii Energy Connection business and an acquisition-related metric, which are weighted equally at 50% each. The Compensation Committee established a target cash performance bonus percentage for each of the participants, which is 50% of annual base salary for Mr. Udseth, the Company's Chief Executive Officer, and 30% of annual base salary for Ms. Hlavka. Participants have the ability to earn between 50% of target for achieving threshold performance and 150% of target for achieving maximum performance for the EBITDA metric.
On September 16, 2022, the Board approved the following annual compensation to be payable to non-employee directors of the Board, to be payable on a quarterly basis on the first day, or as soon as practicable after the first day, of each quarter:
| • | $30,000 cash retainer for all non-employee directors; | ||
| • | $7,500 additional cash retainer to each chair of a committee of the Board; | ||
| • | $5,000 additional cash retainer for service on each committee of the Board, excluding the chair of such committee; and | ||
| • | $15,000 additional cash retainer to the chair of the Board. | ||
In addition, the Board approved an annual grant to each non-employee director of restricted stock units with a value equal to $36,000.
| Item 7.01. | Regulation FD Disclosure. |
On September 21, 2022, the Company issued a press release disclosing Mr. Ingvaldson's appointment. The full text of the press release is furnished herewith as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
The following exhibits are being filed or furnished with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 10.1 | Offer Letter, dated September 16, 2022, by and between Pineapple Energy, Inc. and Eric Ingvaldson | |
| 99.1 | Press Release, dated September 21, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATUREs
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PINEAPPLE ENERGY INC | ||
| By: | /s/ Kyle J. Udseth | |
| Kyle J. Udseth, Chief Executive Officer | ||
| Date: September 22, 2022 | ||