Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As previously announced on
August 12, 2021, the Board of Directors (the “Board”) of Electric Last Mile Solutions, Inc. (the “Company”) appointed
Robert Song, effective as of August 10, 2021, as Deputy Chief Financial Officer and Controller of the Company. Effective as of November
5, 2021, the Board appointed Mr. Song as Chief Financial Officer, Principal Financial Officer and Treasurer of the Company, succeeding
Albert Li. In connection with the appointment of Mr. Song, Mr. Li stepped down from his positions as Chief Financial Officer and Principal
Financial Officer of the Company effective November 5, 2021 and will remain with the Company as the Vice President of Operational Finance
until January 2, 2022 at which time Mr. Li has agreed to continue to serve the Company as a senior advisor.
Robert Song, age 39, has served
as the Treasurer, Principal Accounting Officer, Deputy Chief Financial Officer, and Controller of the Company since August 10, 2021 and
has served as the Vice President of Finance and Controller of Electric Last Mile, Inc., a wholly owned subsidiary of the Company (“ELM”),
since April 26, 2021. Prior to joining ELM, he served as Chief Investment Officer of CorePoint Lodging Inc., a publicly traded U.S. lodging
real estate investment trust, from March 2021 to April 2021. Mr. Song joined CorePoint in August 2018 as Senior Vice President of Investments
and Finance. Prior to CorePoint, Mr. Song served as Principal for Alphabet Inc.’s Capital Markets and Corporate Finance team from
October 2017 to August 2018. Prior to that, Mr. Song worked at Monogram Residential Trust, Inc., a publicly traded multifamily real estate
investment trust, as Vice President of Finance and Capital Markets from 2016 to 2017, at Water Island Capital as an Investment Analyst
from 2014 to 2016 and at Morgan Stanley from 2007 to 2014, most recently as Vice President of Investment Banking. In his previous positions,
Mr. Song was responsible for the oversight of various finance and accounting functions. Mr. Song holds a Bachelor of Commerce (major
in Actuarial Science) and a Master of Finance from Macquarie University in Australia.
Mr. Song’s compensatory
arrangements with the Company remain unchanged and no additional grants were made in connection with Mr. Song’s appointment as the
Company’s Chief Financial Officer, Principal Financial Officer and Treasurer.
Effective August 10, 2021,
Mr. Song receives an annual base salary of $375,000. In addition, he is eligible to receive an annual target cash bonus equal to 75% of
his annual base salary payable at the discretion of the Board and is eligible to participate in the benefit plans and arrangements made
available generally to the Company’s executive officers (including, without limitation, the Company’s 2020 Incentive Plan).
On August 30, 2021, Mr. Song received a grant under the Company’s 2020 Incentive Plan of 300,000 restricted stock units (“Earnout
RSUs”), 50% of which will vest if the closing price per share of the Company’s common stock equals or exceeds $14.00 for any
twenty trading days in any thirty consecutive day trading period during the thirty-six month period following the closing date of the
Company’s business combination contemplated by the Agreement and Plan of Merger, dated December
10, 2020, by and among the Company and the other parties named therein (the “Closing Date”) and 50% of which will vest
if the closing price per share of the Company’s common stock equals or exceeds $16.00 for any twenty trading days in any thirty
consecutive day trading period during the thirty-six month period following the Closing Date. If
Mr. Song’s employment is terminated for any reason, all such Earnout RSUs that have not vested as of the date of such termination
will be forfeited as of the date of such termination. In addition, upon a change in control (as defined in the Company’s 2020 Incentive
Plan) of the Company, any Earnout RSUs that have not yet vested, or for which the applicable closing price has been met or exceeded but
for which shares have not yet been issued, will be deemed earned and vested and settled by the issuance of one share per earned Earnout
RSU immediately prior to the consummation of the change in control.
In addition, on August 30,
2021, Mr. Song received (i) a grant of 250,000 time-vesting restricted stock units, 33.3% of which will vest on each of January 2, 2022,
January 2, 2023, and January 2, 2024, subject to his continued employment with the Company on such vesting dates, and (ii) a grant of
250,000 performance-vesting restricted stock units. The performance-vesting restricted stock units
are subject to the achievement of two equally weighted performance goals relating to financial and operational milestones. Upon affirmation
by the Board that one or both of the performance goals have been met, one-third of the total restricted stock units that are eligible
for vesting will vest, and an additional one-third of the total restricted stock units that are eligible for vesting will vest on each
of the two subsequent anniversaries of such affirmation. If Mr. Song’s employment with the Company is terminated for any reason,
all of his time-vesting and performance-vesting restricted stock units that have not become earned and vested as of the date of such termination
will be forfeited as of the date of such termination. In addition, if the performance period applicable to the performance-vesting restricted
stock units ends without the applicable performance goals having been achieved, such performance-vesting restricted stock units will be
forfeited as of the last day of such performance period. Further, upon a change in control (as defined in the Company’s 2020 Incentive
Plan) of the Company, any time-vesting and performance-vesting restricted stock units that have not yet become earned or vested will be
deemed earned and vested and settled by the issuance of one share per earned restricted stock unit immediately prior to the consummation
of the change in control.
There are no arrangements
or understandings between Mr. Song and any other persons pursuant to which Mr. Song was selected to serve as the Company’s Chief
Financial Officer, Principal Financial Officer and Treasurer. There are also no family relationships between Mr. Song and any director
or executive officer of the Company, and Mr. Song has no direct or indirect interest in any transaction or proposed transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K.
