DEF 14A of Solid Power, Inc., Apr 11, 2024

DEF 14A of Solid Power, Inc.

Filed Apr 11, 2024 · FY20230001104659-24-045985

Open on EDGAR

  1. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF DIRECTORS

  2. Directors

    Directors Our stockholders will elect three Class III directors at the Annual Meeting. Each of the Class III directors is expected to hold office until the 2027 annual meeting of our stockholders, or until their respective successors are duly elected and qualified. Voting Standard Directors are elected by a plurality of the voting power of the shares present online or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the three nominees who receive the most votes will be elected to the three open directorships, even if they get less than a majority of the votes cast. Proxies cannot be voted for a greater number of persons than the nominees named in this proxy statement. No cumulative voting is permitted. Plurality Plus Any director nominee who does not receive a greater number of the votes cast “for” their election than votes “withheld” for that nominee’s election shall tender their resignation to our Board promptly following certification of the stockholder vote. The governance committee will consider the tendered resignation and recommend to our Board whether to accept or reject the resignation or whether other action should be taken. Our Board will consider the recommendation and publicly disclose its decision (by press release, SEC filing, or any other public means of disclosure deemed appropriate) regarding the tendered resignation within 90 days following certification of the election results. The director who tenders their resignation may not participate in the recommendation of the governance committee or the decision of our Board with respect to their resignation. Director Nominations Our Board approved our slate of nominees at the recommendation of the governance committee. All nominees are current directors. Each nominee has consented to their nomination and has advised us that they intend to serve if elected. If, at the time of the Annual Meeting, one or more of the nominees have become unable to serve: (1) shares represented by proxies will be voted for the remaining nominees and for any substitute nominee or nominees; or (2) our Board may, in accordance with our Bylaws, reduce the size of our Board or leave a vacancy until a nominee is identified.

  3. Directors

    | ✓ | OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF RAINER FEURER, SUSAN KREH, AND JOHN STEPHENS AS CLASS III DIRECTORS OF THE COMPANY FOR THE ENSUING TERM. |

  4. Directors

    | | Notice of 2024 Annual Meeting and Proxy Statement | 7 |

  5. Director Nominees for Election at the 2024 Annual Meeting

    Director Nominees for Election at the 2024 Annual Meeting A biography of each director nominee, current as of April 11, 2024, setting forth their age and describing their business experience during the past five years, including other prior relevant business experience, is presented below.

  6. Director Nominees for Election at the 2024 Annual Meeting

    | Class III Director Age: 57 Director Since: 2021 Committees: None | Rainer Feurer Business Experience • SVP Corporate Investments, Bayerische Motoren Werke AG (BMW Group) (2020-present) • Vice Chairman, Spotlight Automotive Limited (2020-present) • SVP Mobility and Energy Services, BMW Group (2019-2020) • SVP Customer Centric Sales Development, CX, BMW Group (2016-2019) Nominee Qualifications Dr. Feurer holds a B.A. (Hons) in International Management from Middlesex University, UK and Dipl. Betriebswirt (FH) Diploma from Reutlingen University, Germany. He received his M.B.A. from Monterey Institute of International Studies in 1993 and his Ph.D. in Strategic Management from Cranfield University, UK in 1996. We believe Dr. Feurer is well-qualified to serve on our Board due to his experience in the automotive industry and international operations expertise. |

  7. Director Nominees for Election at the 2024 Annual Meeting

    | Class III Director Age: 62 Director Since: 2023 Committees: | Susan Kreh Business Experience • Chief Financial Officer and Chief Information Officer, Oil-Dri Corporation of America (2018-present) • Chief Financial Officer and VP, Information Technology of Power Solutions business, Johnson Controls International plc (2010-2018) • Vice President, Corporate Controller and Chief Accounting Officer, Johnson Controls International plc (2007-2010) • Treasurer, PPG Industries, Inc. (2002-2007) Nominee Qualifications Ms. Kreh holds B.B.A.s in Accounting and Analysis and Design of Business Information Systems from the University of Wisconsin-Madison and an M.B.A. from Duquesne University. We believe Ms. Kreh is well-qualified to serve on our Board due to her finance and information technology expertise and experience in the automotive industry. Additional Information Ms. Kreh was appointed to our Board, effective July 5, 2023. Prior to her appointment, Ms. Kreh was identified and recommended as a potential candidate to our Board by a non-management director. |

  8. Director Nominees for Election at the 2024 Annual Meeting

    | 8 | | Notice of 2024 Annual Meeting and Proxy Statement |

  9. Director Nominees for Election at the 2024 Annual Meeting

    | Chairperson of the Board, Class III Director Age: 64 Director Since: 2021 Committees: None Other Public Company Boards: Freeport-McMoRan Inc. | John Stephens Business Experience • Senior Executive Vice President and Chief Financial Officer, AT&T, Inc. (2011-2021) • Senior Vice President and Controller, AT&T, Inc. (2001-2011) • Vice President – Taxes, AT&T, Inc. (2000-2001) Nominee Qualifications Mr. Stephens holds a B.S.B.A. in Accounting from Rockhurst University and a J.D. from St. Louis University School of Law. We believe Mr. Stephens is well-qualified to serve on our Board due to his experience overseeing a large, publicly traded company and experience in financial and accounting matters, international business and affairs, and major corporate transactions. |

  10. Director Nominees for Election at the 2024 Annual Meeting

    | | Notice of 2024 Annual Meeting and Proxy Statement | 9 |

  11. Continuing Directors

    Continuing Directors A biography of each of our continuing directors, in alphabetical order and current as of April 11, 2024, setting forth their age and describing their business experience during the past five years, including other prior relevant business experience, is presented below.

  12. Continuing Directors

    | Class I Director Age: 65 Director Since: 2021 Committees: Other Public Company Boards: Topgolf Callaway Brands Corp.; Hyzon Motors, Inc. Directorships Within the Past Five Years: Decarbonization Plus Acquisition Corporation IV; Decarbonization Plus Acquisition Corporation II; Avista Corporation | Erik Anderson Business Experience • Chief Executive Officer, WestRiver Group (2002-present) • Executive Chairman, Singularity Group (2018-present) • Chief Executive Officer and Executive Chairman, Topgolf International, Inc. (2015-2021) Director Qualifications Mr. Anderson holds an M.S. and B.S. in Industrial Engineering from Stanford University and a B.A. in Management Engineering from Claremont McKenna College. We believe Mr. Anderson is well-qualified to serve on our Board due to his experience as a director and leader of public companies. |

  13. Continuing Directors

    | Class I Director Age: 49 Director Since: 2023 Committees: | Kaled Awada Business Experience • Executive Vice President, Chief People Officer, PG&E Corporation and Pacific Gas and Electric Company (2024-present) • Executive Vice President and Chief Human Resources Officer, Tenneco Inc. (2018-2023) • Global Vice President, Human Resources, Aptiv PLC (2015-2018) • Vice President, Human Resources – Electrical Sector, APAC Region, Eaton Corporation plc (2011-2015) Director Qualifications Mr. Awada holds a B.A. in Psychology from The Ohio State University. We believe Mr. Awada is well-qualified to serve on our Board due to his global leadership and human resources expertise. |

  14. Continuing Directors

    | 10 | | Notice of 2024 Annual Meeting and Proxy Statement |

  15. Continuing Directors

    | Class II Director Age: 71 Director Since: 2019 Committees: | Steven Goldberg Business Experience • Partner, Finistere Ventures (2021-present) • President, Air Access (2020-present) • Operating Partner, Venrock (2009-2020) • Chief Executive Officer and/or Member of Board of Directors of a wide range of early-stage technology companies (2000-present) Director Qualifications Dr. Goldberg holds a B.S. and M.S. in Electrical Engineering from Washington University, St. Louis, and a Ph.D. in Electrical Engineering from the University of California, Santa Barbara. We believe Dr. Goldberg is well-qualified to serve as a member of our Board due to his experience in leading and overseeing growing technology companies, his technical background, and his prior service on private and pre-public company boards. |

  16. Continuing Directors

    | Class II Director Age: 67 Director Since: 2022 Committees: Other Public Company Boards: Exro Technologies Inc.; American Axle & Manufacturing Holdings, Inc. Directorships Within the Past Five Years: Tenneco, Inc. | Aleksandra Miziolek Business Experience • Operator Advisor, Assembly Ventures (2021-present) • Advisor, OurOffice, Inc. (2021-present) • SVP, Chief Transformation Officer, General Counsel, Corporate Secretary, and Chief Compliance Officer, Cooper-Standard Holdings Inc. (2014-2019) • Member, Director of the Automotive Industry Group, Dykema Gossett PLLC (1983-2014) Director Qualifications Ms. Miziolek holds a B.A. in Political Science and Spanish and a J.D., each from Wayne State University. We believe Ms. Miziolek is well-qualified to serve on our Board due to her experience in the automotive industry and service as an executive officer, as well as her M&A and governance and legal background. |

  17. Continuing Directors

    | | Notice of 2024 Annual Meeting and Proxy Statement | 11 |

  18. Continuing Directors

    | Class I Director Age: 60 Director Since: 2022 Committees: | Lesa Roe Business Experience • Chief Executive Officer and Chancellor, University of North Texas System (2017-2021) • Deputy Associate Administrator and Deputy Chief Operating Officer, National Aeronautics and Space Administration (NASA) (2014-2017) • Center Director, NASA (2005-2014) Director Qualifications Ms. Roe holds a B.S. in Electrical Engineering from the University of Florida and an M.S. in Electrical Engineering from the University of Central Florida. We believe Ms. Roe is well-qualified to serve on our Board due to her leadership experience and technical background in engineering. |

  19. Continuing Directors

    | Class I Director Age: 62 Director Since: 2023 Committees: None Directorships Within the Past Five Years: TE Connectivity Ltd. | John Van Scoter Business Experience • Chief Executive Officer and President, Solid Power, Inc. (2023-present) • Vice President, General Manager Products, SRI International Inc. (2019-2023) • CEO, President and Chairman, eSolar, Inc. (2010-2018) • Senior Vice President, Alternative Energy Strategy, Texas Instruments Incorporated (2008-2010) • Senior Vice President, General Manager of DLP® Products Division, Texas Instruments Incorporated (2000-2008) Director Qualifications Mr. Van Scoter holds a B.S. in Mechanical Engineering from the University of Vermont. We believe Mr. Van Scoter is well-qualified to serve on our Board due to his renewable energy expertise and experience scaling technologies to commercial products. |

  20. Continuing Directors

    | 12 | | Notice of 2024 Annual Meeting and Proxy Statement |

  21. Continuing Directors

    | Class II Director Age: 62 Director Since: 2022 Committees: Other Public Company Boards: Group 1 Automotive, Inc.; Micron Technology, Inc.; Brunswick Corporation Directorships Within the Past Five Years: Maxim Integrated Products, Inc.; Delphi Technologies | MaryAnn Wright Business Experience • Group Vice President of Engineering and Product Development, Johnson Controls International plc (2013-2018) • Chief Executive Officer, Johnson Controls – Saft, and Vice President and General Manager – Hybrid Systems, Johnson Controls International plc (2007-2013) • Office of the Chair and Executive Vice President Engineering, Product Development, Commercial and Program Management, Collins & Aikman Corporation (2006-2007) • Director, Sustainable Mobility Technologies & Hybrid and Fuel Cell Vehicle Programs, Ford Motor Company (1988-2005) Director Qualifications Ms. Wright holds a B.A. in Economics and International Business and an M.S. in Engineering from the University of Michigan and an M.B.A. in Finance from Wayne State University. We believe Ms. Wright is well-qualified to serve on our Board due to her extensive general management experience, knowledge of the automotive industry, expertise in vehicle, advanced powertrain, and energy storage system technologies, and significant public board experience. |

  22. Continuing Directors

    | | Notice of 2024 Annual Meeting and Proxy Statement | 13 |

  23. Executive Summary

    | | Component | Description | Performance Considerations | Pay Objectives | | Short-Term Cash Compensation | Base Salary | Pay for service in executive role. | Based on the duties and responsibilities of the position, contributions to the Company’s performance, prior experience, individual and Company performance, and competitive market data. | Attraction and retention. Base salary adjustments also allow the HRC committee to reflect individual performance, scope of the position, and/or changed responsibilities. | | | Annual Bonus | Short-term program providing named executive officers with an annual cash bonus opportunity. | Based on the HRC committee’s assessment of each named executive officer’s achievement against Company and individual operational, strategic, and budgeting goals and objectives. | Reward performance in attaining Company and individual performance goals on an annual basis. | | Long-Term Equity Incentive | Stock Options and RSUs | Long-term equity awards which provide for the delivery of shares of common stock subject to continued employment. | Alignment with stockholders through Company share price performance and the creation of stockholder value. | Align the interests of executives with those of stockholders, promote retention, and foster stock ownership. |

  24. Executive Summary

    We seek to provide fair and competitive compensation for our named executive officers, which emphasizes operational performance as we seek to develop our electrolyte materials and associated solid-state cell technology and bring our products to market. We believe our 2023 executive compensation program reflected our philosophy and included the following: ✓ Linking Bonus Opportunity to Operational Achievements. We use cash bonus opportunity to directly link executive officer compensation with achieving key operational goals. We set goals based on what we perceive are important milestones as we work to achieve commercialization of our products. ✓ Using Equity as a Key Component of Compensation. We use stock options and restricted stock units (“RSUs”) in our executive compensation program to directly link named executive officer compensation to increases in the price of our common stock, which directly reflects increased stockholder value and preserves cash for operating and capital expenses. Emphasis on Long-Term Equity and Variable Compensation The charts below show the proportional value of each element of the total target compensation in 2023 for Mr. Van Scoter, our President and Chief Executive Officer; Mr. Jansen, our former Interim Chief Executive Officer and President; and our other named executive officers in the aggregate, illustrating our focus on long-term equity and variable compensation for the 2023 executive compensation program. For 2023, approximately 81% of total target compensation for our Chief Executive Officer, 81% of total target compensation for our former Interim Chief Executive Officer, and 71% of total target compensation for all other named executive officers was provided via long-term equity awards, the value of which depends on the appreciation of our stock price over time. Stock options are granted at grant date fair value and will only have value if our stock price increases following the date of grant. Both our stock options and RSU awards vest ratably over four years. Our annual cash bonus plan is tied to meeting operational, strategic, and budgeting goals and objectives that we believe are challenging but attainable with strong performance. Our Executive Compensation Practices We strive to design and implement our executive compensation policies and practices in accordance with sound governance standards appropriate for a company of our size, life cycle and complexity. Our HRC committee, comprised solely of independent directors, meets regularly throughout the year to review our executive compensation program to ensure it is consistent with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. Our executive compensation practices include the following, each of which the HRC committee believes reinforces our executive compensation objectives:

  25. Executive Summary

    | What We Don’t Do | | No guaranteed annual salary increases or bonuses. Our named executive officers’ salary increases are assessed individually, and their annual cash bonuses are tied to corporate and individual performance. | | No excessive perquisites. We do not provide excessive perquisites or personal benefits to our named executive officers. | | No executive retirement plans. We do not maintain executive or supplemental retirement plans. | | No hedging or pledging permitted. We do not allow hedging or pledging by our directors, officers, or employees. |

  26. Our Objectives

    Our Objectives We believe that to be successful we must hire, motivate, and retain talented leadership. We recognize that there is significant competition for qualified executives within our industry, and it can be particularly challenging for companies to recruit executive officers of the caliber necessary to achieve our short-term operational goals and long-term strategic objectives. Accordingly, the principal objectives of our executive compensation program are to: • Attract, retain, incentivize, and reward talented and qualified individuals who share our philosophy and desire to work towards achieving our goals. • Advance the success of our Company by aligning executive incentives with the long-term interests of our stockholders. • Align compensation with corporate strategies and operational objectives. • Provide an overall level of compensation opportunity that is competitive within the markets in which we compete and within a broader group of companies of comparable size, life cycle, and complexity. Our 2023 executive compensation program continued to reflect our startup origins in that it consisted primarily of salary, annual incentives, RSU awards, and stock option awards, with a heavy focus on the use of long-term equity awards that vest ratably over four years. We intend to continue to evaluate our philosophy and compensation programs as circumstances require.

  27. 2023 Named Executive Officer Compensation

    1 Mr. Van Scoter was appointed as President and Chief Executive Officer, effective June 14, 2023. 2 Mr. Jansen retired from the Company on October 8, 2023. Annual Cash Bonus Each named executive officer was granted an opportunity to earn an annual cash bonus, the purpose of which was to motivate and reward achievement of key Company and individual objectives. For 2023, each named executive officer’s annual cash bonus payout was determined based on the HRC committee’s assessment of the performance of the Company and the applicable named executive officer against certain operational, strategic, and budgeting goals and objectives. For 2023, these goals and objectives included achieving operational goals related to continued development of our technology, continued progress under our joint development agreements with strategic partners, achieving certain production targets, and meeting approved budget and revenue objectives. For 2023, the HRC committee set a bonus target of 100% of the salary actually paid to Mr. Van Scoter, with a maximum bonus of 200%; a bonus target of 100% of the salary actually paid to Mr. Jansen, which was an increase from Mr. Jansen’s 2022 bonus target opportunity of 50%; and a bonus target of 50% of the salary actually paid to each other named executive officer. The HRC committee retained the discretion to pay cash bonuses higher or lower than target based on the HRC committee’s assessment of performance against the goals and objectives described above, as well as any other matters as the HRC committee deemed appropriate. These goals and objectives were designed to be challenging but attainable with strong performance. The HRC committee reviewed actual results against each of the 2023 goals and objectives, assigning an achievement percentage to each goal. Following review and discussion, the HRC committee determined that each of the named executive officers had achieved the applicable Company and individual operational, strategic, and financial goals at 77% in the aggregate. The HRC committee considered but ultimately did not make any adjustments for any named executive officer based on individual performance, and therefore approved 2023 annual cash bonus payments equal to 77% of target for all named executive officers.

  28. 2023 Named Executive Officer Compensation

    | Name | Target Annual Incentive Payout (% of Salary)(1) | Target Annual Incentive Payout ($)(1) | 2023 Payout Percentage Earned (% of Target) | 2023 Actual Payout ($) | | John Van Scoter | 100(2) | 275,208 | 77 | 211,910 | | Kevin Paprzycki | 50 | 209,519 | 77 | 161,330 | | Derek Johnson | 50 | 220,385 | 77 | 169,696 | | David Jansen(3) | 100 | 527,538 | 77 | 406,204 |

  29. 2023 Named Executive Officer Compensation

    1 Each executive’s target annual incentive payout is calculated based on actual base salary paid during the fiscal year ended December 31, 2023. 2 Mr. Van Scoter had a maximum bonus opportunity of 200% of his salary. 3 Mr. Jansen retired from the Company on October 8, 2023 and was entitled to receive 100% of his annual bonus for 2023, determined based on his and the Company’s performance during 2023. Long-Term Incentive Program (“LTIP”) for 2023 LTIP awards are designed to provide a link to long-term stockholder value through equity awards for our executives. Under our LTIP, the HRC committee has the authority to award various forms of long-term incentive grants, such as stock option awards and RSU awards. All grants under the LTIP are made pursuant to the Solid Power, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). In 2023, the HRC committee chose to deliver a significant component of each executive officer’s total compensation in the form of equity incentive awards to align the interests of the recipients with the interests of our stockholders. Each named executive officer was provided a long-term incentive award opportunity that consisted of an equal mix of stock options and RSUs. The HRC committee chose to deliver these LTIP awards in an equal mixture of stock options and RSUs to align the interests of our named executive officers with those of our stockholders. Stock options granted to the named executive officers during 2023 were granted with an exercise price equal to the closing price of our common stock on the date of grant and a ten-year term and vest as to 25% of the shares one year after the grant date then 6.25% per quarter thereafter, subject to the executive’s continuous employment through such vesting dates. RSUs granted to the named executive officers during 2023 are subject to the same vesting schedule described above. In determining the size of these grants, the HRC committee, in consultation with Compensia, considered several factors, including the percentage ownership in the Company held by each named executive officer and the amount of his ownership interests that were unvested as of the date of grant; the estimated value of his ownership interests; market data for similarly situated executives at comparable companies; and the named executive officer’s past performance and expected future contributions. The following table shows the grant date fair value of the equity incentive awards granted to the named executive officers during 2023:

  30. 2023 Named Executive Officer Compensation

    1 The amounts in this column represent the aggregate grant date fair value of awards granted to each named executive officer, computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). See Note 8 to our Consolidated Financial Statements included in the Annual Report, which contains a discussion of all assumptions made by us in determining the grant date fair value of our RSUs and stock options, as applicable. Although 2023 LTIP awards were granted 50% in the form of RSUs and 50% in the form of stock options, the actual number of RSUs were calculated using a trailing 30-day stock price average. For Mr. Van Scoter, the “grant date fair value” of the RSU award as reflected in this table represents greater than 50% of the total LTIP award because the trailing 30-day stock price average was lower than the “grant date fair value.” For the other named executive officers, the “grant date fair value” of the RSU awards as reflected in this table represents less than 50% of the total LTIP award because the trailing 30-day stock price average was higher than the “grant date fair value.”

  31. Severance and Change in Control Protection

    Severance and Change in Control Protection Executive Change in Control and Severance Plan In August 2021, our Board adopted an Executive Change in Control and Severance Plan, or the “Executive Severance Plan,” pursuant to which our named executive officers and certain other key employees are eligible to receive severance benefits, as specified in and subject to the employee signing a participation agreement under our Executive Severance Plan. This Executive Severance Plan was developed with input from Compensia regarding severance practices at comparable companies. It is designed to attract, retain, and reward senior level employees. The Executive Severance Plan will be in lieu of any other severance or change in control payments and benefits to which such key employee was entitled prior to signing the participation agreement, other than the acceleration provisions applicable to stock options issued under the Solid Power, Inc. 2014 Equity Incentive Plan (the “2014 Plan”) (described below), which will continue to apply. Each of our named executive officers (each, a “participant”) was party to a participation agreement under our Executive Severance Plan or, in the case of Mr. Van Scoter, an offer letter (the “offer letter”) providing for the rights to the applicable payments and benefits described below during 2023. Mr. Jansen retired from the Company on October 8, 2023, which was considered a resignation from employment with good reason (as defined in the Executive Severance Plan). In accordance with the terms of the Executive Severance Plan and Mr. Jansen’s participation agreement thereunder, Mr. Jansen received cash severance of $540,000 and reimbursement for continued medical benefits in the amount of $1,401.17 per month for 12 months. In addition, Mr. Jansen was entitled to receive 100% of his annual bonus for 2023, determined based on his and the Company’s performance during 2023 and paid at the same time as annual bonuses were paid to other senior executives of the Company. Mr. Jansen’s unvested RSUs and unvested stock options were forfeited on October 8, 2023 in accordance with the 2021 Plan. Mr. Jansen exercised 1,590,990 stock options on January 2, 2024, and all vested but unexercised stock options expired unexercised on January 8, 2024 in accordance with the 2021 Plan. With respect to the named executive officers who were continuously employed through the end of the fiscal year ended December 31, 2023, the Executive Severance Plan and the participation agreements thereunder or, in the case of Mr. Van Scoter, the offer letter provide that in the event of termination of a participant’s employment outside of the change in control period (defined below) (i) by us for a reason other than cause (excluding the participant’s death or disability) or (ii) by the participant for good reason (as such terms are defined in the Executive Severance Plan), then the participant will be entitled to the following payments and benefits: a lump sum payment equal to six months of the participant’s annual base salary as in effect immediately prior to their involuntary termination of employment or, in the case of Mr. Van Scoter, a continuation of his salary for 12 months;

  32. Severance and Change in Control Protection

    | | Notice of 2024 Annual Meeting and Proxy Statement | 21 |

  33. Severance and Change in Control Protection

    in the case of Mr. Van Scoter, any earned but unpaid annual cash bonus for the prior year, based on actual performance for such year; • in the case of Mr. Van Scoter, a prorated annual target cash bonus for the year of termination, based on actual performance for such year and payable at the same time as annual cash bonuses are paid to actively employed executives; and • reimbursement for premium costs for continued health coverage under the Consolidated Omnibus Reconciliation Act of 1985 as amended, or COBRA, or a taxable lump sum payment equal to the premium cost of continued health coverage under COBRA, for a maximum period of six months or, in the case of Mr. Van Scoter, 12 months. In the event of termination of a participant’s employing within a period beginning three months prior to and ending 12 months following a change in control (as defined in the Executive Severance Plan) (such period, the “change in control period”) (i) by us for a reason other than cause (excluding the participant’s death or disability) or (ii) by the participant for good reason, then the participant will be entitled to the following payments and benefits: • a lump sum payment equal to 12 months of the participant’s annual base salary as in effect immediately prior to their involuntary termination of employment or, in the case of Mr. Van Scoter, 18 months; • a lump sum payment equal to such participant’s annual target cash bonus in effect for the year of termination or, in the case of Mr. Van Scoter, 150% of his annual target cash bonus; • in the case of Mr. Van Scoter, any earned but unpaid annual cash bonus for the prior year, based on actual performance for such year; • reimbursement for premium costs for continued health coverage under COBRA or a taxable lump sum payments equal to the premium cost of continued health coverage under COBRA for a maximum period of 12 months or, in the case of Mr. Van Scoter, 18 months; and • 100% accelerated vesting of all outstanding equity awards granted on or after August 4, 2021, and, with respect to such equity awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels for the relevant performance period(s). The receipt of the payments and benefits provided for under the Executive Severance Plan described above is conditioned on the participant signing and not revoking a separation and release of claims agreement and such release becoming effective and irrevocable no later than the 60th day following the participant’s involuntary termination of employment, as well as compliance with certain non-disparagement provisions and continued compliance with the invention assignment and confidentiality agreement applicable to the participant. In addition, if any of the payments or benefits provided for under the Executive Severance Plan or otherwise payable to a participant would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and could be subject to the related excise tax, the participant will receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to them. The Executive Severance Plan does not require us to provide any tax gross-up payments to the participants. As of December 29, 2023, certain of our named executive officers held outstanding stock options which had been granted under the 2014 Plan. One of Dr. Johnson’s stock option agreements under the 2014 Plan provides that in the event that such stock option is assumed, substituted, or otherwise continued after a change in control (as defined in the 2014 Plan), then upon a termination of his employment without cause or his resignation for good reason (as such terms are defined in the applicable stock option agreement) at any time on or after the closing of the change in control, any outstanding stock options thereunder shall become immediately fully vested and exercisable upon such termination. Stock options granted under the 2014 Plan are not subject to the treatment of equity awards under the Executive Severance Plan described herein, except to the extent set forth in such stock option agreement. In addition to these payments and benefits in connection with a change in control or termination of employment pursuant to the 2014 Plan and applicable award agreements and the Executive Severance Plan and applicable participation

  34. Severance and Change in Control Protection

    | 22 | | Notice of 2024 Annual Meeting and Proxy Statement |

  35. Severance and Change in Control Protection

    agreements or the offer letter, certain named executive officers may also be entitled to receive cash payments under the Retention Agreements in connection with a qualifying termination of employment or a change in control (as described under “Retention Agreements” below). Benefits and Perquisites We provide benefits to our named executive officers on the same basis as provided to all of our employees, including medical, dental, and vision insurance, life insurance, accident insurance, short-and long-term disability insurance, a health savings account, an employee assistance program, a flexible spending account for medical, dental, and vision expenses, a dependent flexible spending account, and a 401(k) plan. Retirement Benefits We provide a tax-qualified 401(k) plan for all eligible employees, including our named executive officers, which includes a matching contribution for participants’ elective contributions to the 401(k) plan. Our 401(k) plan provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis. Under our 401(k) plan, eligible employees may elect to defer a portion of their compensation, within the limits prescribed by the Code, and the applicable limits under the 401(k) plan, on a pre-tax or after-tax (Roth) basis, through contributions to the 401(k) plan. All of a participant’s deferral contributions into the 401(k) plan and any matching employer contributions are 100% vested when contributed. The 401(k) plan permits us to make discretionary nonelective employer contributions and discretionary matching employer contributions. The 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Code. As a tax-qualified retirement plan, pre-tax contributions to the 401(k) plan and earnings on those pre-tax contributions are not taxable to the employees until distributed from the 401(k) plan, and earnings on Roth contributions generally are not taxable when distributed from the 401(k) plan. We do not provide employees, including our named executive officers, with any other retirement benefits, including tax-qualified defined benefit plans, supplemental executive retirement plans, or nonqualified defined contribution plans. Retention Agreements On November 29, 2022, the HRC committee approved a special retention award for each of Dr. Johnson and Mr. Paprzycki pursuant to which they may receive a retention bonus in exchange for continued service to the Company. The HRC committee believed it was in the best interest of the Company to retain Dr. Johnson and Mr. Paprzycki during the search for a permanent chief executive officer. Mr. Van Scoter was appointed as President and Chief Executive Officer on June 14, 2023. Subject to the terms and conditions of the Retention Agreements, in the event the applicable executive remains continuously employed with the Company and has not provided a resignation notice through the earlier of (i) June 14, 2024 or (ii) the occurrence of a change in control (as defined in the Executive Severance Plan) (such date, the “Vesting Date”), the executive will receive a Retention Bonus in cash equal to one times the executive’s annual base salary (provided that in no event shall the Retention Bonus be less than the executive’s average salary, on an annualized basis, for the three months prior to June 14, 2023). If the executive’s employment terminates prior to the Vesting Date as a result of a termination of employment by the Company without cause (as defined in the Executive Severance Plan), a resignation by the executive with good reason (as defined in the Executive Severance Plan), or the executive’s death or disability, then the Retention Bonus will vest as of the date such release becomes effective, provided that the executive executes a general release of claims. If the executive’s employment with the Company terminates for any reason other than a qualifying termination as described above, or the Executive gives notice of intent to terminate employment without good reason, in each case on or prior to the Vesting Date, the Executive will automatically forfeit the Retention Bonus without consideration and without any further action by the Company.

  36. Executive Compensation Tables

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | John Van Scoter President and Chief Executive Officer | 2023 | 275,208 | — | 2,484,662 | 2,249,999 | 211,910 | 338,592 | 5,560,371 | | Kevin Paprzycki Chief Financial Officer and Treasurer | 2023 | 419,038 | — | 645,239 | 750,000 | 161,330 | 9,958 | 1,985,565 | | | 2022 | 328,728 | — | 549,502 | 600,000 | 148,000 | 10,567 | 1,636,797 | | Derek Johnson Chief Operating Officer | 2023 | 440,769 | — | 744,173 | 865,000 | 169,696 | 7,812 | 2,227,450 | | | 2022 | 359,554 | — | 641,087 | 700,000 | 162,000 | 15,931 | 1,878,572 | | David Jansen(4) Former Interim Chief Executive Officer and President | 2023 | 423,692 | 300,000(5) | 1,971,418 | 2,291,500 | 406,204 | 572,549 | 5,965,363 | | | 2022 | 333,951 | — | 686,876 | 750,000 | 150,000 | 14,021 | 1,934,848 |

  37. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    2023 Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth information concerning outstanding RSUs and stock options held by each of the named executive officers as of December 31, 2023.

  38. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($/sh) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(13) | | John Van Scoter | — | 1,904,016(1) | 2.35 | 6/14/2033 | — | — | | | — | — | — | — | 1,035,276(2) | 1,501,150 | | Kevin Paprzycki | 560,160(3) | 473,983(3) | 5.92 | 10/27/2031 | — | — | | | 44,367(4) | 133,103(4) | 7.26 | 5/12/2032 | — | — | | | — | 476,031(5) | 3.11 | 3/2/2033 | — | — | | | — | — | — | — | 56,767(6) | 82,312 | | | — | — | — | — | 220,218(7) | 319,316 | | Derek Johnson | 934,706(8) | 19,888(8) | 0.17 | 1/30/2030 | — | — | | | 556,845(9) | 397,748(9) | 5.02 | 8/3/2031 | — | — | | | 51,762(4) | 155,287(4) | 7.26 | 5/12/2032 | — | — | | | — | 549,023(5) | 3.11 | 3/2/2033 | — | — | | | — | — | — | — | 66,228(6) | 96,031 | | | — | — | — | — | 253,984(7) | 368,277 | | David Jansen | 1,590,990(10) | — | 0.03 | 1/8/2024 | — | — | | | 689,428(11) | — | 5.02 | 1/8/2024 | — | — | | | 55,459(12) | — | 7.26 | 1/8/2024 | — | — |

  39. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    This stock option was awarded with a grant date of June 14, 2023 and vests 25% on the first anniversary of the grant date and then 1/12 on each subsequent March 31, June 30, September 30, and December 31 thereafter.

  40. 2023 Outstanding Equity Awards at Fiscal Year-End Table

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  41. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    This RSU was awarded with a grant date of June 14, 2023 and vests 25% on the first anniversary of the grant date and then 1/12 on each subsequent March 31, June 30, September 30, and December 31 thereafter. 3 This stock option was awarded with a grant date of October 27, 2021 and vested 25% on October 25, 2022 and then 1/36 per month thereafter. 4 This stock option was awarded with a grant date of May 12, 2022. 25% of this stock option vested on May 12, 2023, and the remaining stock option will vest 25% on the second, third, and fourth anniversary of the grant date. 5 This stock option was awarded with a grant date of March 2, 2023 and vests 25% on the first anniversary of the grant date and then 1/12 on each subsequent March 31, June 30, September 30, and December 31 thereafter. 6 This RSU was awarded with a grant date of May 12, 2022. 25% of this RSU vested on May 12, 2023, and the remaining RSU will vest 25% on the second, third, and fourth anniversary of the grant date. 7 This RSU was awarded with a grant date of March 2, 2023 and vests 25% on the first anniversary of the grant date and then 1/12 on each subsequent March 31, June 30, September 30, and December 31 thereafter. 8 This stock option was awarded with a grant date of January 30, 2020 and vested 25% on January 27, 2021 and then 1/36 per month thereafter. 9 This stock option was awarded with a grant date of August 3, 2021 and vested 25% on the first anniversary of the grant date and then 1/36 per month thereafter. 10 Mr. Jansen exercised this stock option in full on January 2, 2024. 11 This stock option was awarded with a grant date of August 3, 2021 and vested 25% on the first anniversary of the grant date and then 1/36 per month thereafter until Mr. Jansen’s resignation from the Company on October 8, 2023. Mr. Jansen’s unvested stock options were forfeited on October 8, 2023, and all vested but unexercised stock options expired unexercised on January 8, 2024, each in accordance with the 2014 Plan. 12 This stock option was awarded with a grant date of May 12, 2022. 25% of this stock option vested on May 12, 2023. Mr. Jansen’s unvested stock options were forfeited on October 8, 2023, and all vested but unexercised stock options expired unexercised on January 8, 2024, each in accordance with the 2021 Plan. 13 The market value of RSUs that have not vested reflect the $1.45 per share closing price of our common stock on December 29, 2023, the last trading day of the year, as reported by Nasdaq.

  42. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  43. Outside Director Compensation Policy

    Outside Director Compensation Policy The HRC committee, with the assistance of Compensia, periodically evaluates the compensation of our directors and recommends the amount of cash and equity consideration. On July 5, 2023, after considering the input of Compensia, our Board approved the amended Solid Power, Inc. Outside Director Compensation Policy (the “Outside Director Compensation Policy”), which is designed to attract, retain, and reward non-employee directors. Under the Outside Director Compensation Policy, each outside director will receive the cash and equity compensation for Board services described below. We also will reimburse our outside directors for reasonable, customary, and documented travel expenses to meetings of our Board or its committees and other reasonable expenses. Maximum Annual Compensation Limit In addition, the 2021 Plan includes a maximum annual limit of $500,000 of cash compensation and equity compensation awards that may be paid, issued, or granted to an outside director in any fiscal year (increased to $750,000 in the fiscal year of the outside director’s initial year of service as an outside director). For purposes of this limitation, the grant date fair value is determined in accordance with U.S. generally accepted accounting principles (“GAAP”) as then in effect. Any cash compensation or equity awards granted under the 2021 Plan to an outside director for their services as an employee or as a consultant (other than as an outside director) will not count for purposes of the limitation. The maximum limit does not reflect the intended size of any potential compensation or equity awards to our outside directors. Cash Compensation Our outside directors each receive an annual cash retainer fee in the amount of $50,000. Our non-executive chairperson or lead independent director, as applicable, is entitled to receive an additional $40,000 per year for their service. In addition, all of our outside directors who serve on or chair a Board committee receive the following annual committee fees:

  44. Outside Director Compensation Policy

    | Committee | Chairperson ($) | Member ($) | | Audit | 20,000 | 10,000 | | Governance and Corporate Responsibility | 15,000 | 7,500 | | Human Resources and Compensation | 15,000 | 7,500 |

  45. Outside Director Compensation Policy

    | 26 | | Notice of 2024 Annual Meeting and Proxy Statement |

  46. Outside Director Compensation Policy

    Each outside director who serves as the chairperson of a committee will receive only the annual cash fee as the chairperson of the committee and does not receive the additional annual cash fee as a member of the committee. All cash payments to outside directors are paid quarterly in arrears. Equity Compensation In addition, each outside director is awarded equity compensation as follows: Initial Awards Each individual who first becomes an outside director following the effective date of the Outside Director Compensation Policy is granted an award of RSUs (an “Initial Award”) covering a number of shares of common stock, with such Initial Award having a grant date fair value (determined in accordance with GAAP) (the “Grant Value”) of $250,000, rounded to the nearest whole share of common stock. Each Initial Award vests in twelve equal quarterly installments over a period of three years, on February 15, May 15, August 15, or November 15 of each year, subject to the outside director continuing to be a service provider through the applicable vesting date. Annual Award On the date of each annual meeting of stockholders following the effective date of the Outside Director Compensation Policy, each outside director is automatically granted an award of RSUs (an “Annual Award”) covering a number of shares of common stock, with such Annual Award having a Grant Value of $145,000, rounded to the nearest whole share of common stock. These awards will vest on the earlier of (i) the first anniversary of the grant date or (ii) the day before the next annual meeting of stockholders, in each case, subject to the outside director’s continuous service through such vesting date. Immediately prior to a change in control (as defined in the 2021 Plan), each outside director’s outstanding awards will fully vest, provided that the outside director continues to be an outside director through the date of the change in control.

  47. 2023 Director Compensation

    2023 Director Compensation The following table sets forth the compensation of our non-employee directors during 2023. Mr. Van Scoter serves as a member of our Board but, as an executive officer, does not receive any additional compensation for his service as a member of our Board. Mr. Jansen served as a member of our Board prior to his resignation but, as an executive officer, did not receive any additional compensation for his service as a member of our Board.

  48. 2023 Director Compensation

    | Name | Fees Earned ($)(1) | Stock Awards ($)(2) | Total ($) | | Erik Anderson | 52,500 | 135,561 | 188,061 | | Kaled Awada(3) | 28,125 | 278,545 | 306,670 | | Rainer Feurer(4) | — | — | — | | Steven Goldberg | 63,750 | 135,561 | 199,311 | | Susan Kreh(5) | 31,033 | 278,545 | 309,578 | | Aleksandra Miziolek | 62,500 | 135,561 | 198,061 | | Lesa Roe | 58,750 | 135,561 | 194,311 | | John Stephens | 100,883 | 135,561 | 236,444 | | MaryAnn Wright | 56,250 | 135,561 | 191,811 |

  49. 2023 Director Compensation

    1 Consists of the amounts described above under the subsection “— Cash Compensation.” Amounts are in some cases pro-rated based on the date on which the individual joined our Board or a committee thereunder. The amounts in this column represent the aggregate grant date fair value of RSU awards granted to each director during 2023, computed in accordance with the FASB ASC Topic 718. See Note 8 to our Consolidated Financial Statements included in the Annual Report, which contains a discussion of all assumptions made by us in determining the grant date fair value of RSU awards. For each of our compensated non-employee

  50. 2023 Director Compensation

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  51. 2023 Director Compensation

    directors (except Mr. Awada and Ms. Kreh, who were not members of our Board on such date), this includes Annual Awards granted on May 24, 2023. For Mr. Awada and Ms. Kreh, this includes Initial Awards granted on July 5, 2023. The outstanding director equity awards as of December 31, 2023 are set forth in the table below:

  52. 2023 Director Compensation

    | Name | RSU Awards (Vested / Unvested) (#) | Stock Option Awards (Exercisable / Unexercisable) (#) | | Erik Anderson | — / 59,197 | — / — | | Kaled Awada | 17,719 / 88,596 | — / — | | Rainer Feurer | — / — | — / — | | Steven Goldberg | — / 59,197 | 968,620 / — | | Susan Kreh | 17,719 / 88,596 | — / — | | Aleksandra Miziolek | 13,906 / 66,150 | — / — | | Lesa Roe | 13,253 / 65,823 | — / — | | John Stephens | — / 59,197 | 254,558 / 127,279 | | MaryAnn Wright | 13,613 / 72,811 | — / — |

  53. 2023 Director Compensation

    3 Mr. Awada was appointed to our Board, effective July 5, 2023. 4 Mr. Feurer elected to waive his compensation during 2023. 5 Ms. Kreh was appointed to our Board, effective July 5, 2023.

  54. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following disclosure illustrates the relationship between the compensation actually paid to the named executive officers, as calculated in accordance with SEC disclosure rules and the performance of the Company.

  55. PAY VERSUS PERFORMANCE

    | | Summary Compensation Table Total | | | Compensation Actually Paid | | | Average Summary Compensation Table Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (3) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (4) | Net Income (Loss) ($ in thousands) | | Year (1) | PEO1 (2) | PEO2 (2) | PEO3 (2) | PEO1 (3) | PEO2 (3) | PEO3 (3) | | | | | | 2023 | 5,560,371 | 5,965,363 | — | 3,338,642 | 1,084,169 | — | 2,106,508 | 845,359 | 10.82 | (65,549) | | 2022 | — | 1,934,847 | 3,214,558 | — | (3,711,412) | (685,383) | 1,968,670 | (2,222,175) | 18.96 | (9,555) | | 2021 | — | — | 1,418,557 | — | — | 2,850,046 | 2,753,846 | 5,851,455 | 65.22 | 18,092 |

  56. PAY VERSUS PERFORMANCE

    1 Beginning June 14, 2023, the Company’s principal executive officer (“PEO”) was John Van Scoter, referred to in this section as the “PEO1.” From November 29, 2022 to June 13, 2023, the Company’s PEO was David Jansen, referred to in this section as the “PEO2.” Until November 29, 2022, the Company’s PEO was Douglas Campbell, referred to in this section as the “PEO3.” For 2023, our non-PEO named executive officers (“NEOs”) for the purpose of this disclosure were Derek Johnson and Kevin Paprzycki. For 2022, our non-PEO NEOs for the purpose of this disclosure were Joshua Buettner-Garrett, Derek Johnson, James Liebscher, and Kevin Paprzycki. For 2021, our non-PEO NEOs for the purpose of this disclosure were David Jansen and Jon Jacobs. 2 Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year for Mr. Van Scoter, Mr. Jansen, and Mr. Campbell and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs reported for the applicable year other than Mr. Van Scoter and Mr. Jansen for 2023, Mr. Jansen and Mr. Campbell for 2022, and Mr. Campbell for 2021. 3 To calculate compensation actually paid, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for each of the PEOs and for the average of the non-PEO NEOs is set forth following the footnotes to this table. Pursuant to Item 402(v) of Regulation S-K, the comparison assumes $100 was invested on December 9, 2021, our registration date. Historical stock price performance is not necessarily indicative of future stock price performance.

  57. PAY VERSUS PERFORMANCE

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  58. Reconciliation of Compensation Actually Paid Adjustments

    Reconciliation of Compensation Actually Paid Adjustments

  59. Reconciliation of Compensation Actually Paid Adjustments

    | Year | Summary Compensation Table Total ($)(a) | Minus Change in Accumulated Benefits Under Defined Benefit and Actuarial Pension Plans ($)(b) | Plus Service Costs Under Defined Benefit and Actuarial Pension Plans ($)(c) | Minus Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year ($)(d) | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year ($)(e) | Plus / (Minus) Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years ($)(f) | Plus Fair Value at Vesting of Stock Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year ($)(g) | Plus / (Minus) Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($)(h) | Minus Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($)(i) | Equals Compensation Actually Paid ($) | | PEO1 | | | | | | | | | | | | 2023 | 5,560,371 | — | — | (4,734,661) | 2,512,932 | — | — | — | — | 3,338,642 | | 2022 | — | — | — | — | — | — | — | — | — | — | | 2021 | — | — | — | — | — | — | — | — | — | — | | PEO2 | | | | | | | | | | | | 2023 | 5,965,363 | — | — | (4,262,918) | — | — | — | 7,018 | (625,294) | 1,084,169 | | 2022 | 1,934,847 | — | — | (1,436,876) | 339,898 | (3,751,550) | — | (797,730) | — | (3,711,412) | | 2021 | — | — | — | — | — | — | — | — | — | — | | PEO3 | | | | | | | | | | | | 2023 | — | — | — | — | — | — | — | — | — | — | | 2022 | 3,214,558 | — | — | (2,873,579) | 679,798 | (1,406,831) | — | (299,149) | — | (685,383) | | 2021 | 1,418,557 | — | — | (981,783) | 2,413,271 | — | — | 1 | — | 2,850,046 | | Other NEOs(j) | | | | | | | | | | | | 2023 | 2,106,508 | — | — | (1,502,206) | 566,173 | (269,516) | — | (55,598) | — | 845,359 | | 2022 | 1,968,670 | — | — | (1,452,367) | 319,193 | (2,541,446) | 101,978 | (618,203) | — | (2,222,175) | | 2021 | 2,753,846 | — | — | (2,531,531) | 5,629,139 | — | — | — | — | 5,851,455 |

  60. Reconciliation of Compensation Actually Paid Adjustments

    a Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. b Represents the aggregate change in the actuarial present value of the accumulated benefits under all defined benefit and actuarial pension plans reported in the Summary Compensation Table for the indicated fiscal year. c Represents the sum of the actuarial present value of the benefits under all defined benefit and actuarial pension plans attributable to services rendered during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under GAAP. d Represents the grant date fair value of the stock option and RSUs granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. e Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested stock option awards and RSUs granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes. f Represents the change in fair value during the indicated fiscal year of each stock option award and RSUs that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the indicated fiscal year. g Represents the fair value at vesting of the stock option awards and RSUs that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. h Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock option award and RSUs that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. i Represents the fair value as of the last day of the prior fiscal year of the stock option award and RSUs that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. j See footnote 1 above for the named executive officers included in the average for each year. Amounts shown represent averages.

  61. Reconciliation of Compensation Actually Paid Adjustments

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  62. Reconciliation of Compensation Actually Paid Adjustments

    Relationship Between Pay and Performance We believe the “Compensation Actually Paid” in each of the years reported above and over the three-year cumulative period are reflective of the HRC committee’s emphasis on “pay-for-performance” as the “Compensation Actually Paid” fluctuated year-over-year, primarily due to the result of our stock performance and the corresponding decline in value of equity awards.

  63. Reconciliation of Compensation Actually Paid Adjustments

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