DEF 14A of T1 Energy Inc., Apr 29, 2024

DEF 14A of T1 Energy Inc.

Filed Apr 29, 2024 · FY20230001213900-24-036822

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS Our Board has nominated each of the following nine persons to stand for election for a term expiring at the 2025 annual meeting of stockholders or until their successors are duly elected and qualified or until their earlier death, resignation or removal: Birger Steen, Tom Einar Jensen, Peter Matrai, Daniel Barcelo, Todd Jason Kantor, David J. Manners, Tore Ivar Slettemoen, Daniel Aremus Steingart and Jessica Wirth Strine. Each of the nominees has consented to serve as a director of the Board. Should any of the nominees become unable to serve for any reason prior to the Annual Meeting, the Board may designate a substitute nominee, in which event the persons named in the enclosed proxy will vote for the election of such substitute nominee, or may reduce the number of directors on the Board. We have set forth below information regarding each person nominated to stand for election, including the specific experience, qualifications, attributes, or skills that led the Board to conclude that such person should serve as a director. Our Corporate Governance and Nominating Committee and the Board believe that the experience, qualifications, attributes, and skills of our Board nominees provide the Company with the ability to address the evolving needs of the Company and represent the best interests of our stockholders.

  2. PROPOSAL 1 — ELECTION OF DIRECTORS

    | Name | Age | Position | | Tom Einar Jensen | 53 | Executive Chair of the Board of Directors | | Birger Steen | 57 | Chief Executive Officer (“CEO”) and Director | | Peter Matrai | 51 | Director | | Daniel Barcelo | 54 | Director | | Todd Jason Kantor | 45 | Director | | David J. Manners | 69 | Director | | Tore Ivar Slettemoen | 66 | Director | | Daniel Aremus Steingart | 46 | Director | | Jessica Wirth Strine | 45 | Director |

  3. Tom Einar Jensen

    Tom Einar Jensen Tom Einar Jensen, 53, has served as Executive Chair since August 2023 and director since May 2023. He previously served as CEO of FREYR from July 2021 to August 2023. Mr. Jensen was a co-founder of FREYR Legacy and served as FREYR Legacy’s CEO from October 2018. Prior to and concurrently with FREYR Legacy, Mr. Jensen has served as co-founder and Partner of EDGE Global LLC since September 2017. Prior to EDGE Global LLC and FREYR Legacy, Mr. Jensen served in multiple positions, most recently as Partner and Senior Advisor, at SYSTEMIQ Ltd. From April 2016 to September 2017. Prior to SYSTEMIQ Ltd., Mr. Jensen was Executive Vice President Head at Joule Unlimited Technologies, Inc. (“Joule Unlimited”) from April 2014 to March 2016. Prior to Joule Unlimited, Mr. Jensen was CEO at Agrinos AS from September 2009 to September 2013. Prior to Agrinos AS, Mr. Jensen held various positions in finance, strategy, and business development at Norsk Hydro. Mr. Jensen holds a M.Sc. in Finance and Economics from the Norwegian School of Economics. We believe Mr. Jensen is qualified to serve on the Board due to his in-depth knowledge of FREYR, its operations, and its mission and due to his extensive business, finance, strategy, and leadership experience.

  4. Birger Steen

    Birger Steen Birger Steen, 57, has served as director and CEO of FREYR since August 2023. Prior to joining FREYR, Mr. Steen served as Principal and then Thematic Partner at Summa Equity AB since 2019. He served as CEO of Parallels, Inc., a provider of cross-platform and virtual software solutions, from 2010 to 2016. He was Vice President of Worldwide SMB and Distribution at Microsoft Corp. (Nasdaq: MSFT) in Redmond and General Manager of Microsoft Russia and Microsoft Norway from 2002 to 2010. Prior to joining Microsoft, Mr. Steen was CEO of Scandinavia Online and Vice President of Business Development at Schibsted ASA (OSLO: SCHA), an international media group, where he first served as a consultant while at McKinsey & Company from 1993 to 1996. Mr. Steen received his Master of Science in Computer Science and Industrial Engineering from the Norwegian Institute of Technology in Trondheim. He also holds a degree in Russian language from the Defense School of Intelligence and Security in Oslo, Norway and received his MBA from Institut Européen d’Administration des Affaires (INSEAD) in France. Mr. Steen serves as chair of the Board of Directors of Nordic Semiconductor ASA. He has previously served as a Non-Executive Director of Nordea Bank Abp, Pagero AB, PragmatIC Semiconductor Ltd., Schibsted ASA, Skooler AS and Cognite AS. We believe Mr. Steen is qualified to serve on the Board due to his extensive business, finance, strategy, and leadership experience.

  5. Peter Matrai

    Peter Matrai Peter Matrai, 51, has served as a director of FREYR since the consummation of the Business Combination. He previously served as a director of FREYR Legacy. Mr. Matrai joined FREYR Legacy’s Board of Directors in June 2019. Prior to and concurrently with joining FREYR Legacy, Mr. Matrai has served as co-founder and Managing Partner at EDGE Global LLC, which offers scaling services to sustainability-focused companies, since September 2017. Prior to EDGE Global LLC, Mr. Matrai was Senior Advisor at SYSTEMIQ Ltd. from May 2016 to September 2017. Prior to SYSTEMIQ Ltd., Mr. Matrai was Chief Financial Officer at Joule Unlimited from July 2015 to April 2016. Mr. Matrai has served on the Board of Directors of the not-for-profit HTTP Foundation since November 2004. Mr. Matrai holds a B.S. in Economics and M.Sc. in Finance from Budapest University of Economics, an M.Sc. in Financial Services and Banking Techniques from Université Panthéon- Assas and an M.B.A. from University of Chicago Booth School of Business. We believe Mr. Matrai is qualified to serve on the Board because of his experience licensing and commercializing emerging low-emissions and disruptive technologies as well as his intimate familiarity with FREYR Legacy’s business.

  6. Daniel Barcelo

    Daniel Barcelo Deniel Barcelo, 54, has served as a director of FREYR since the consummation of the Business Combination. He is also the founder and CEO of Alussa Energy LLC. Prior to founding Alussa Energy in 2019, he was a Director of Research and Portfolio Manager at Moore Capital Management from 2008 to 2011 and an Equity Research Analyst with Lehman Brothers from 1998 to 2004, Bank of America from 2004 to 2008, and Managing Director and Head of Oil & Gas at Renaissance Capital in Moscow, Russia from 2011 to 2012. He has also served as Chief Financial Officer of Ruspetro plc in Russia from 2012 to 2014, Head of Corporate Finance of Lekoil Limited in Nigeria from 2015 to 2016 and co-founder, Director, and Chief Financial Officer of Invicti Terra Argentina Limited in Argentina from 2017 to 2019. Mr. Barcelo is a graduate of Syracuse University with a Bachelor of Science in Finance and is also a Chartered Financial Analyst® charter holder. We believe Mr. Barcelo is qualified to serve on the Board due to his extensive experience in international energy finance and emerging markets.

  7. Todd Jason Kantor

    Todd Jason Kantor Todd Jason Kantor, 45, has served as a director of FREYR since April 18, 2024. Mr. Kantor is the Founder and Managing Member of Encompass Capital Advisors, LLC, which he launched in 2012. He has nearly 25 years of experience in the global energy markets as a portfolio manager, analyst, trader, and investment banker. Mr. Kantor manages an alpha-driven long/short equity strategy focused on bottom-up fundamental analysis across the traditional energy and renewables sectors. Prior to founding Encompass Capital, he was a portfolio manager at Citadel LLC’s PioneerPath Capital platform from May 2008 to January 2012, a senior research analyst at Touradji Capital, LP from May 2005 until May 2008, and a senior research analyst and equity trader at Solstice Equity Management from April 2002 until May 2005. Mr. Kantor has a B.B.A. degree, with a concentration in Finance, from the Goizueta Business School at Emory University. Mr. Kantor was recommended as a director nominee by a stockholder. We believe Mr. Kantor is qualified to serve on the Board because of his long leadership experience in finance and investment management, his deep knowledge of the energy industry and his experience in investing in energy transition and energy storage.

  8. David J. Manners

    David J. Manners David J. Manners, 69, has served as a director of FREYR since April 18, 2024. Mr. Manners is the Founder and Owner of the Decapolis Group LLC, an international consulting firm focused on global oil and gas and renewable energy projects. Prior to founding the Decapolis Group in 1999, he served for 20 years at the U.S. Central Intelligence Agency (“CIA”), which included multiple tours abroad and serving on two occasions as the CIA’s Chief of Station. Separately, Mr. Manners has for many years provided analyses of global affairs and risks to leading U.S. investment banks, hedge funds, and private equity firms. Mr. Manners graduated with Merit from the United States Naval Academy with a B.S. in European Studies, and he holds an M.A. in Government from Georgetown University. Mr. Manners was recommended as a director nominee by a stockholder. We believe Mr. Manners is qualified to serve on the Board because of his deep experience and expertise in geopolitical, public and government affairs.

  9. Tore Ivar Slettemoen

    Tore Ivar Slettemoen Tore Ivar Slettemoen, 66, has served as a director of FREYR since April 18, 2024. Mr. Slettemoen was the initiator and founder of FREYR Legacy. He served as a director on the board of FREYR Legacy and was a significant shareholder from its inception in 2018 until the listing on NYSE in July 2021. For the last 10 years, Mr. Slettemoen has owned the Vanir group — a green industry developer engaged in developing utility scale companies in the green transition with activities within onshore wind power, offshore wind power, solar power, batteries, power systems, steel, DAC (direct air capture), LNG (liquid natural gas) and fertilizer companies. Mr. Slettemoen has served as CEO, director and chairman of a number of companies within the Vanir group over this period, and is currently chairman of Teknovekst AS and Vanir Schad AG and director of Vanir Green Industries 1 AS. Mr. Slettemoen has more than 40 years of experience in the energy and mechanical industries, and prior to Vanir, held roles ranging from apprentice/welder, engineer, technical manager, venture capital VP, CEO and chairman. He has broad experience with start-ups as well as major industrial companies, such as Saga Petroleum AS, Equinor ASA (then Statoil) and FMC. Mr. Slettemoen holds a MSc in Mechanical Engineering from Norwegian Institute of Technology and a Master of Management from Kellogg School of Management at Northwestern University in Chicago. Mr. Slettemoen was appointed to the Board pursuant to that certain cooperation agreement, dated April 18, 2024, by and among the Company, Teknovekst Invest AS, Vanir Invest Holding AS, Teknovekst AS and Mr. Slettemoen (together with Teknovekst Invest AS, Vanir Invest Holding AS and Teknovekst AS, the “Investors”). See the Company’s Form 8-K filed with the SEC on April 18, 2024 for additional information. We believe Mr. Slettemoen is qualified to serve on the Board because of his broad knowledge of and extensive experience within the energy and mechanical industries, and his familiarity with FREYR Legacy’s business.

  10. Daniel Aremus Steingart

    Daniel Aremus Steingart Daniel Aremus Steingart, 46, has served as a director of FREYR since January 2023. Currently, he is the Stanley-Thompson Professor of Chemical Metallurgy at Columbia University in New York where he also serves as the Co-Director of the Columbia Electrochemical Energy Center. Dr. Steingart has served as Advisor to Electra since 2020, co-founder of Liminal Insights Inc. since 2015 and Industry Advisor to Sila Nanotechnologies Inc. since 2016. Prior to joining Columbia University in 2019, he was an associate professor in Princeton’s Department of Mechanical and Aerospace Engineering and the Andlinger Center for Energy and the Environment from 2013 to 2019. Earlier, he was an assistant professor in chemical engineering at the City College of the City University of New York. Dr. Steingart holds a Ph.D. in Materials Science from the University of California, Berkeley. We believe Dr. Steingart is qualified to serve on the Board because of his technical and industry credentials as an electrochemistry expert and research scientist, and an advisor to start-up companies in the energy sector.

  11. Jessica Wirth Strine

    Jessica Wirth Strine Jessica Wirth Strine, 45, has served as a director of FREYR since November 24, 2023. Ms. Strine is the CEO and Managing Partner of Sustainable Governance Partners LLC, an independent corporate advisory firm that she co-founded in 2020. In this capacity, Ms. Strine has served as an external consultant to several public companies on corporate governance, sustainability practices, and investor relations. Prior to founding Sustainable Governance Partners, Ms. Strine served as a Senior Director of Investment Stewardship at The Vanguard Group, from 2018-2020. From 2012 to 2017, Ms. Strine was employed by BlackRock, Inc., where she served as an energy sector portfolio manager and director of research within the company’s fundamental active equities business. From 2004 to 2012, Ms. Strine was a sector portfolio manager and equity research analyst at Putnam Investments, where she also co-managed the Global Energy Fund and Global Natural Resources Fund. Prior to this time, from 2001 to 2004, Ms. Strine worked in equity research at Wellington Management Company. Ms. Strine is a graduate of Dartmouth College with a B.A. in Psychological & Brain Sciences, and she holds an M.B.A with a Finance concentration from the Wharton School at the University of Pennsylvania. We believe Ms. Strine is qualified to serve on the Board because of her expertise in investment management, financial analysis, commodities and energy, and environmental, social, and governance (“ESG”), including sustainability strategy. Each director will be elected by a majority of the votes cast (i.e., the number of shares voted FOR a nominee must exceed the number of shares voted AGAINST that nominee, excluding abstentions). THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE ABOVE NOMINEES FOR ELECTION AS DIRECTORS.

  12. General Information About the Board of Directors

    General Information About the Board of Directors

  13. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Board reviews Executive Chair and director compensation periodically to ensure that the Executive Chair and director compensation remains competitive such that FREYR is able to recruit and retain the Executive Chair and qualified directors. FREYR’s director compensation program is designed to provide a combination of cash and share-based compensation and to align compensation with FREYR’s business objectives and the creation of stockholder value, while enabling FREYR to attract, retain, incentivize and reward directors who contribute to the long-term success of FREYR.

  14. Non-Employee Director Compensation

    Non-Employee Director Compensation The Board approved the following annual cash retainers for non-employee directors for the year ended December 31, 2023:

  15. Non-Employee Director Compensation

    | Description | Cash Fee ($) | | Annual director retainer | 100,000 | | Audit and Risk Committee Chair annual retainer | 35,000 | | Compensation Committee Chair annual retainer | 25,000 | | Nominating and Corporate Governance Committee Chair annual retainer | 25,000 | | Audit and Risk Committee member annual retainer | 20,000 | | Compensation Committee member annual retainer | 10,000 | | Nominating and Corporate Governance Committee member annual retainer | 10,000 | | Financing Committee member annual retainer | 10,000 |

  16. Non-Employee Director Compensation

    In setting non-employee director compensation, FREYR considers the competitive compensation market for directors in its industry, the demands of the various roles that directors hold and the time required to fulfill their duties to FREYR. Going forward, the Compensation Committee intends to undertake an annual review of the non-employee director compensation program.

  17. 2023 Director Compensation

    2023 Director Compensation The following table lists the compensation earned or paid to our non-employee directors, for the year ended December 31, 2023:

  18. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Daniel Barcelo | 133,750 | 181,000 | 3,071 | 317,821 | | Mimi Berdal | 135,000 | 181,000 | 4,742 | 320,742 | | Jason Forcier | 116,250 | 181,000 | — | 297,250 | | Peter Matrai | 100,000 | 181,000 | 364,884(4) | 645,884 | | Daniel Aremus Steingart | 117,500 | 181,000 | 5,000(5) | 303,500 | | Jessica Strine(6) | 12,065 | — | — | 12,065 | | Jeremy Bezdek(7) | — | — | 13,007 | 13,007 | | Torstein Dale Sjøtveit(8) | 379,200 | 724,000 | 3,165 | 1,106,365 | | Olaug Svarva(9) | 126,685 | 181,000 | 3,653 | 311,338 | | Monica Tiubía(10) | 48,750 | — | — | 48,750 |

  19. 2023 Director Compensation

    ____________ (1) All dollar amounts in this table that were paid in NOK, were converted to U.S. dollars for the purpose of this disclosure using the exchange ratio of 0.0948, the average exchange rate for 2023. (2) Aggregate grant date fair value of share-based awards is computed in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For options, the grant date fair value of the options was estimated using the Black-Scholes-Merton option pricing model. The assumptions made in determining the grant date fair value of options under applicable accounting guidance are disclosed in Note 12 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023. (3) Includes fees for tax preparation assistance. (4) Includes $360,000 in compensation from the Matrai Consulting Agreement discussed further below. (5) Includes compensation of $5,000 for serving on the Company’s Technology Advisory Board, consisting of subject matter experts who provide technology insight to Management. (6) Ms. Strine was appointed to the Board in November 2023. (7) Mr. Bezdek resigned from the Board in January 2023 and did not earn any related fees during 2023. (8) Consists of compensation from the Sjøtveit Chairman Agreement and Sjøtveit Retirement Agreement discussed further below. Mr Sjøtveit retired from the Board in August 2023. (9) Ms. Svara resigned from the Board in November 2023. (10) Ms. Tiubía resigned from the Board in March 2023. The following table sets forth the aggregate number of shares of Common Stock outstanding options for each of our non-employee directors on December 31, 2023.

  20. 2023 Director Compensation

    | Name | Aggregate Shares Underlying Option Awards | | Daniel Barcelo | 150,000 | | Mimi Berdal | 150,000 | | Jason Forcier | 50,000 | | Peter Matrai | 200,000 | | Daniel Aremus Steingart | 50,000 | | Jessica Strine | — | | Torstein Dale Sjøtveit | 600,000 | | Olaug Svarva | 150,000 | | Monica Tiubía | 100,000 |

  21. Oscar K. Brown

    Oscar K. Brown Oscar K. Brown, 53, joined FREYR in April 2022 and currently serves as Chief Financial Officer. He has more than 30 years of energy industry experience, having most recently been Senior Vice President of Strategy, Business Development, and Supply Chain for Occidental Petroleum Corporation from 2016 to 2020. Prior to joining Occidental, he held positions of increasing responsibility as an investment banker with CS First Boston, Lehman Brothers, Barclays Capital, and Bank of America Merrill Lynch, where he was co-head of Americas Energy Investment Banking. He is a board member, chairs the ESG Committee, and serves on the Compensation Committee of Western Midstream Partners LP (NYSE: WES) and is a past director of Plains All-American Pipeline LP (NYSE: PAA) and Plains GP Holdings LP (NYSE: PAGP). Mr. Brown holds a bachelor degree in Business Administration, Finance and Marketing, from the University of Texas at Austin.

  22. Andreas Bentzen

    Andreas Bentzen Andreas Bentzen, 48, has served as Chief Technology Officer of FREYR since November 24, 2023. He joined the company in as Executive Vice President, Technology in August 2022. Prior to joining FREYR, Dr. Bentzen co-founded Otovo, the leading European residential solar energy and storage company, where he served as the Chief Technology Officer for more than six years between January 2016 and July 2022. Dr. Bentzen has more than 20 years experience in technology and strategic management from both industrial and academic R&D, including working as technology and management consultant for Nofas AS and as the Vice President, Technology for REC Technology U.S., Inc. in San Francisco. He holds a Master of Science from the Norwegian University of Science and Technology (NTNU) and a Ph.D. in physics from the University of Oslo.

  23. Are L. Brautaset

    Are L. Brautaset Are L. Brautaset, 53, has served as Chief Legal Officer of FREYR since July 2021. He previously served as FREYR Legacy’s Chief Legal Officer since December 2020. Prior to joining FREYR Legacy, Mr. Brautaset was an independent attorney from June 2020 to November 2020. Prior to that, Mr. Brautaset was Chief Legal Officer at Aker Energy AS from January 2019 to June 2020. Prior to Aker Energy AS, Mr. Brautaset was Vice President Legal at Equinor ASA (formerly known as Statoil ASA) from August 2016 to January 2019. Prior to Equinor ASA, Mr. Brautaset was Head of Legal and Compliance at Statoil Tanzania AS from August 2013 to July 2016. Mr. Brautaset has more than 20 years of experience as in-house counsel and holds a Master of Laws from University of Oslo.

  24. Jeremy Bezdek

    Jeremy Bezdek Jeremy Bezdek, 50, has served as our Executive Vice President, Corporate Development and as President of FREYR Battery U.S. since January 2023. Mr. Bezdek served as a director of FREYR from 2021 to 2022. He had spent 26 years with Koch companies in a variety of finance, corporate development, and commercial leadership roles, most recently as the Managing Director of Koch Strategic Platforms, an investment arm of Koch Industries. In 2010, Mr. Bezdek lead the newly created Innovation and M&A team for Flint Hills Resources, LP (“FHR”), a subsidiary of Koch Industries, Inc. After serving as the business leader of the Biofuels and Ingredients business for 2.5 years, Mr. Bezdek moved to the Corporate Development role in late 2017 where he led M&A and venture activity for FHR. Mr. Bezdek holds a Bachelor of Science in Business Administration, Finance Concentration from the University of Kansas.

  25. Jan Dahm-Simonsen

    Jan Dahm-Simonsen Jan Dahm-Simonsen, 54, has served as Chief Human Resources Officer of FREYR since January 2022. Previously, he served as VP HR in FREYR from February 2021. Prior to joining FREYR, Mr. Dahm-Simonsen served as EVP & Chief Human Resources Officer of Wallenius Wilhelmsen from September 2017 till December 2020. Prior to Wallenius Wilhelmsen, Mr. Dahm-Simonsen held the position as Chief Human Resources Officer with Norwegian Airlines ASA from September 2016 to September 2017. Prior to Norwegian Airlines ASA, Mr. Dahm-Simonsen held various senior HR roles at Equinor ASA (formerly known as Statoil ASA) from February 2012 to August 2016. Prior to Equinor ASA, Mr. Dahm-Simonsen was EVP & Chief of Staff with Statoil Fuel & Retail from January 2009 to February 2012. Mr. Dahm-Simonsen has more than 20 years of experience within international human resources and organizational development. He holds an MBA in HR and Organizational Behavior from the University of Wales, Aberystwyth.

  26. Executive Summary

    Executive Summary • 2023 was a year of continued progress for the Company, with the achievement of operational milestones, the announcement of a restructuring and the approval of redomiciling from Luxembourg to the U.S. Our vision is to accelerate the decarbonization of all transportation and energy systems with our mission to be a top producer of cost effective, efficient, and environmentally friendly batteries. Operations at our Customer Qualification Plant (“CQP”) in Norway continued to progress with the successful initiation of automatic electrode casting with solvent slurry commencing in October 2023. In November 2023, the Company announced a restructuring process, which focused on preserving Company liquidity during scale-up of the CQP and development of Giga America in Georgia, our first sustainable battery cell manufacturing project in the U.S., allowing us to rationalize spending while continuing to fund critical initiatives. This process included a reduction in force and resulted in the Company initiating the reclassification or termination of several individuals who were formerly classified as executive officers, including the termination of two NEOs. In December 2023, the Company’s stockholders approved moving the domicile of the Company to the U.S. As of the end of 2023, we had not yet initiated manufacturing or derived revenue from our principal business activities. • Base salaries were either held constant for 2023 or increased by 5.2% in line with the local average workforce increase. • No payouts were earned under the Short-Term Incentive Plan (“STIP”), which was based on a combination of quantitative Company goals and individual performance, with the potential for downward Compensation Committee discretion when assessing threshold performance requirements. Based on a holistic assessment the Compensation Committee determined that no payment would be made as the threshold requirements for any payout to be earned were not considered achieved. • Annual long-term incentive awards were granted in the form of nonqualified stock options (“NQSOs”) and restricted stock units (“RSUs”), which provide clear alignment with creating sustainable long-term value for our stockholders while effectively retaining executive leaders. • Severance payments and terms for Mr. Haugan and Ms. Ljungquist were made in accordance with their employment agreements, with cash severance limited to the amounts the Company was required to pay in connection with their qualifying terminations, which were initiated by the Company in connection with the restructuring process. Their outstanding stock awards were accelerated, also in accordance with their employment agreements, with the exercise periods reduced to three months in accordance with the provisions of the Long-Term Incentive Plan (“LTIP”). Separation agreements included non-solicitation and confidentiality provisions. • Mr. Jensen received no severance in connection with his termination as CEO and appointment as non-employee Executive Chair. Mr. Jensen agreed to serve as a consultant to Mr. Steen for a period of up to one year, for which he will receive a consultancy fee of $30,000 per month and a market-based stock option award. During the year ended 2023 and concurrent with his appointment as non-employee Executive Chair, the Board evaluated the remaining performance conditions associated with stock options granted to Mr. Jensen in 2021. The Board determined that the remaining conditions had been met in full or in part, resulting in the vesting of a portion of the outstanding stock options. The options are subject to a $10.00 exercise price, which was set at the date of grant. Mr. Jensen’s annual compensation in 2023 as non-employee Executive Chair was based on an annual rate of $100,000 equal to the ordinary annual board fee.

  27. Compensation at a Glance

    | | Target Compensation Mix(1) | | | | Pay Element | CEO(2) | Other NEOs(3) | Purpose and Key Features for our NEOs in 2023 | | Long-Term Incentive (“LTI”) Plan | | | • Create an ownership mentality that aligns interests and compensation with the interests and experience of our long-term stockholders • Granted in the form of market-priced NQSOs • NQSOs vest in equal tranches on the first, second and third anniversary of the date of grant and are subject to a five-year term • Executives may also receive awards of RSUs; during 2023 two NEOs received RSUs as part of their LTI mix • When granted, RSUs vest in equal tranches on the first, second and third anniversary of the date of grant, consistent with awards of NQSOs | | Limited Benefits | | | • Provide benefits in line with local market practices on generally the same basis as all other employees • Generally comprise a defined contribution retirement program or cash equivalent; and group life, disability and travel insurance • No executive perquisites other than tax support and relocation and associated support when required by the Company |

  28. Use of Market Data

    Use of Market Data During the year, the Compensation Committee engaged Willis Towers Watson (“WTW”) to serve as its independent compensation consultant, and worked with WTW to develop a compensation peer group to inform decisions on target pay levels and practices for 2024. This was the first formal compensation peer group developed by the Company since being listed on NYSE in July 2021, and was conducted in consideration of our redomicile in the fourth quarter of 2023. Until that time, all external references were made to the general market and as such were not directly linked to any specific peer group. As a pre-revenue company in a growth industry, we used a combination of factors in identifying and assessing potential peers, including: • Companies operating in the same or adjacent industry areas; • Companies listed in the U.S. who are subject to similar governance, regulatory, operational and talent considerations; • Companies with a trailing 12-month average market capitalization of approximately 0.1 – 4.0 times ours; • Companies with revenues of less than $500 million; • Companies named as compensation peers by our core business competitors; and • Other factors including research and development expense, performance outlook and the quality of compensation disclosures. As a result of this review, the Compensation Committee approved the following 17-company peer group. At the time of approval, FREYR ranked at the 57th percentile on trailing 12-month average market capitalization. Five peer companies were pre-revenue, or had reported revenues of less than $10 million in their most recently completed four quarters. 1. Amprius Technologies, Inc. (NYSE: AMPX) 2. Aspen Aerogels, Inc. (NYSE: ASPN) 3. Ballard Power Systems Inc. (NASDAQ: BLDP) 4. Blink Charging Co. (NASDAQ: BLNK) 5. ChargePoint Holdings, Inc. (NYSE: CHPT) 6. Enovix Corporation (NASDAQ: ENVX) 7. ESS Tech, Inc. (NYSE: GWH) 8. EVgo, Inc. (NASDAQ: EVGo) 9. Fluence Energy, Inc. (NASDAQ: FLNC) 10. FuelCell Energy, Inc. (NASDAQ: FCEL) 11. Li-Cycle Holdings Corp. (NYSE: LICY) 12. Microvast Holdings, Inc. (NASDAQ: MVST) 13. Plug Power Inc. (NASDAQ: PLUG) 14. PureCycle Technologies, Inc. (NASDAQ: PCT) 15. QuantumScape Corporation (NYSE: QS) 16. Solid Power, Inc. (NASDAQ: SLDP) 17. Stem, Inc. (NYSE: STEM) Where there is insufficient data available in public filings for comparable roles at the Company, general industry survey data was used instead. More broadly, the Company also engaged WTW to review its full compensation and benefit strategy in 2023. While not focused on a specific peer group of companies, the study provided general market data on the entire suite of compensation and benefit tools and initiatives for all employees, ensuring a fit for purpose, market competitive positioning in accordance with the Company’s philosophy.

  29. Short-Term Incentive Plan

    Short-Term Incentive Plan The STIP provides participants with an opportunity to earn a cash incentive based on an equally weighted combination of quantitative Company and individual performance during the year. In addition to the defined goals, any payout is contingent upon an overarching assessment of Company performance by the Compensation Committee at year-end (a “threshold requirement”). If the Compensation Committee deems the threshold requirement has not been achieved, no payouts will be made under the plan. The plan operates on a consistent basis based on the employee’s role and responsibility for all eligible participants across the Company, with the maximum opportunity capped at 125% of an individual’s target opportunity. The following target opportunities were approved by the Compensation Committee for the NEOs in respect of 2023, expressed as a percentage of year-end base salary.

  30. Short-Term Incentive Plan

    | Role | 2023 STIP Target Opportunity (% of Salary) | | CEO and Chief Financial Officer | 100% | | EVP Corporate Development and Chief Operating Officer | 75% | | Other NEOs | 50% |

  31. Company Performance (50% of outcome)

    | Measure | Weight | Threshold(1) (50% payout as a % of Target) | Target (100% payout as a % of Target) | Maximum (125% payout as a % of Target) | | CQP completion and ramp up | 20% | Schedule > May 31st and ≤ June 27th | Schedule = May 31st | Schedule < May 31st | | Accumulated burn rate | 15% | > 0% overrun | = 0% overrun | < 0% overrun | | Liquidity runway | 15% | ≥ 17 months ahead | 18 months ahead | > 18 months ahead |

  32. Threshold Requirement

    Threshold Requirement To ensure that outcomes appropriately reflect FREYR’s aggregate performance that might not otherwise be reflected in the Company performance goals, the Compensation Committee has the ability to reduce the STIP outcome, including reducing it to zero, based on its assessment of whether the outcome reflects FREYR’s broader full-year performance. In making this assessment, the Compensation Committee considers indicators, including, but not limited to, the following: • Safety; • Company reputation; • Achievement of key milestones; and • The impact of in-year achievements on long-term performance. After a thorough reflection related to plan affordability, Company reputation and the reduction in force of approximately 25% announced in the fourth quarter of 2023 and completed in 2024, the Compensation Committee determined that the threshold requirements were not achieved, regardless of the achievement for the Company and individual performance measures. Accordingly, no STIP was earned by any of the NEOs related to 2023 performance.

  33. Long-Term Incentive Plan

    Long-Term Incentive Plan In support of our compensation philosophy, we believe that a significant portion of an NEO’s compensation should be at risk and aligned with Company performance. The Compensation Committee considers at-risk pay to include STIP and LTIP awards given that the eventual value will vary based on performance and, in the case of LTIP awards, our stock price. As discussed below, all eligible NEOs received awards of NQSOs in 2023, with select NEOs also receiving awards of RSUs in accordance with their employment agreements.

  34. Stock Options

    Stock Options All NEOs other than Mr. Jensen received an annual award of NQSOs in 2023, which the Compensation Committee believes achieves the following objectives: • Pays for performance; • Creates an ownership mentality; • Aligns individual interests with the those of our long-term stockholders; • Provides an incentive to create stockholder value in a sustainable manner; • Attracts and retains business critical and competent executives; and • Rewards NEOs for their contributions. The Compensation Committee also believes that NQSOs are an indicator of Company performance, as determined by our stockholders through the Company stock price. As a pre-revenue Company, revenue and earnings targets are not a relevant or meaningful way to measure Company performance. In addition, multi-year quantitative performance goals can be challenging to establish in a fair and equitable manner given the variety of factors that can impact development and construction timelines that are both within and outside of the Company’s control. Awards granted in 2023 had the following features: • Have an exercise price equal to the market price on the date of grant; • Vest in equal thirds on the first, second and third anniversary of the date of grant; and • Expire after a five-year term. In 2023, the following annual stock option awards were approved by the Compensation Committee for the NEOs.

  35. Stock Options

    | Officer | 2023 Stock Option Face Value (% of salary)(1) | Number of Stock Options Granted (#)(1) | 2023 Grant Date Fair Value ($) | | Birger Steen(2)(3)(4) | n/a | 218,630 | 700,963 | | Oscar K. Brown(2) | n/a | 300,000 | 1,661,025 | | Jeremy Bezdek(2)(3) | n/a | 200,000 | 643,298 | | Andreas Bentzen | 150% | 54,772 | 193,714 | | Are L. Brautaset | 150% | 41,853 | 148,023 | | Tom Einar Jensen(5) | n/a | n/a | n/a | | Jan Arve Haugan | 150% | 95,303 | 337,062 | | Tove Nilsen Ljungquist | 150% | 57,072 | 201,849 |

  36. Stock Options

    ____________ (1) Mr. Steen, Mr. Brown and Mr. Bezdek’s LTIP awards are set as a fixed number of options for the first three years of service. For other NEOs who received awards in 2023, the face value (i.e., number of stock options multiplied by the market price of the Company’s stock on the date of grant) is established as a percentage of base salary, as shown. (2) Reflects the annual NQSO award as stipulated in each respective NEOs’ employment agreement for the first three years of service. (3) These NEOs also received initial sign-on awards of stock options, discussed further below under “— Compensation Discussion & Analysis–2023 Named Executive Officer Compensation — Long-Term Incentives — Sign-On Awards.” (4) Mr. Steen’s annualized award in the first three years of his employment is 600,000 NQSOs. In 2023 he received a pro-rata proportion reflecting his date of appointment, as shown above. (5) Mr. Jensen was not eligible to participate in the annual LTIP as he received a performance-based stock option award in connection with his appointment as CEO in 2021, with the associated terms defined in his employment agreement. This is discussed further below under “— Compensation Discussion & Analysis–2023 Named Executive Officer Compensation — Long-Term Incentives — Assessment of Performance Achievement for 2021 Performance-Based Option Award to Former CEO.” Awards granted to Mr. Steen, Mr. Brown and Mr. Bezdek reflect a fixed number of options as provided for in their respective employment contracts and agreements for the first three years of service. The number of stock options granted to the other NEOs was determined by converting their base salary to U.S. dollars based on the grant date exchange rate and multiplying that value by a long-term incentive target opportunity (expressed as a percentage of base salary, determined with reference to their role and seniority) and dividing that value by the market price of the Company’s stock on the date of grant. The grant date fair value of the awards is materially lower than the face value, given the nature of stock options whereby the value is derived from any increases in the share price.

  37. Restricted Stock Units

    Restricted Stock Units RSUs align our NEOs’ interests with those of our stockholders by rewarding the achievement of long-term value creation, and they reflect our pay for performance philosophy because the value of RSUs changes in accordance with changes in the value of our stock. Mr. Brown and Mr. Bezdek were the only NEOs who received an award of RSUs, as provided for in their employment agreements. The RSUs vest in equal thirds on the first, second and third anniversary of the date of grant, and will be settled in cash within 30 days of vesting, based on the value on the date of vest. In 2023, the following RSU awards were approved by the Compensation Committee for NEOs.

  38. Restricted Stock Units

    | Officer | Number of RSUs Granted (#) | 2023 Grant Date Fair Value ($) | | Oscar K. Brown | 80,863 | 600,000 | | Jeremy Bezdek | 35,411 | 250,000 |

  39. Restricted Stock Units

    Awards granted to Mr. Brown and Mr. Bezdek reflect a fixed grant date fair value provided for in their respective employment agreements for the first three years of service. The number of RSUs granted was determined by dividing the agreed grant value by the closing market price of the Company’s stock on the date of grant.

  40. Sign-On Awards

    Sign-On Awards The Company has a general philosophy that shortly after starting employment, all employees, including the NEOs, are eligible to receive a small sign-on award of stock options. Additionally, certain employees, usually executive officers, may negotiate larger sign-on option grants that are specified in their employment contracts or agreements, subject to Compensation Committee approval. The Compensation Committee approved such award for Mr. Steen and Mr. Bezdek to secure their appointments in 2023. These options are subject to the same terms as the annual stock option grants discussed above, including vesting, exercise, and expiration terms.

  41. Assessment of Performance Achievement for 2021 Performance-Based Option Award to Former CEO

    Assessment of Performance Achievement for 2021 Performance-Based Option Award to Former CEO In connection with his appointment in 2021, the Company entered into an employment contract with Mr. Jensen. To align Mr. Jensen’s interests and compensation with the performance of the Company, the contract provided for a performance-based stock option awards and confirmed that while employed as CEO Mr. Jensen would be ineligible to participate in the annual LTIP. In accordance with the stock option agreement, on July 13, 2021, Mr. Jensen was granted 850,000 stock options with a strike price of $10.00, subject to the achievement of nine milestones related to Mr. Jensen’s performance as CEO, with each milestone related to 1/9th of the total number of options becoming performance vested. Prior to 2023, one of the nine milestones had been achieved. In August 2023, Mr. Jensen transitioned from the position of CEO to the non-employee Executive Chair of the Board and, in connection with this transition, the Board determined that the milestones were no longer applicable. The Board therefore assessed progress in respect of the remaining eight milestones at the time of the transition and awarded full or pro-rata achievement for a portion of the outstanding stock options, based on Mr. Jensen’s performance as CEO prior to his transition to non-employee Executive Chair of the Board, and which reflected adjustments to certain of the performance criteria. In 2023 Mr. Jensen met the performance conditions of 567,000 stock options of the original 850,000 stock options granted, which resulted in Mr. Jensen being cumulatively awarded in total 661,000 of the original 850,000 stock options granted. The remaining stock options were forfeited as the required performance conditions were not met. See the “Grants of Plan-Based Awards Table” below for information on the incremental fair value related to the treatment of Mr. Jensen’s options. In accordance with the vesting schedule set out in his employment contract, the stock options related to the performance metric achieved in 2022 vest in equal parts on December 31, 2022, September 30, 2023 and June 1, 2024; the stock options related to the performance metrics achieved in 2023 vest in equal parts on September 30, 2023 and June 1, 2024.

  42. Executive Transitions

    | Jan Arve Haugan | • Cash severance was payable equal to NOK 8,237,160, reflecting 1.5-times base salary, which was the required severance stipulated in his employment agreement in connection with an involuntary termination initiated by the Company (not for cause related issues, as defined in the agreement). • Previously granted options that remained unvested, vested on the termination date, and all awards became subject to a three-month exercise period from the termination date. • The Company agreed to pay reasonable attorney’s fees in relation to the separation up to a total of NOK 60,000. • Non-solicit provisions for six months following the termination date, and continuing confidentiality restrictions. | | Tove Nilsen Ljungquist | • Cash severance was payable equal to NOK 6,000,000, which was the required severance stipulated in her employment agreement in connection with an involuntary termination initiated by the Company (not for cause related issues, as defined in the agreement). • Previously granted options that remained unvested, vested on the termination date, and all awards became subject to a three-month exercise period from the termination date. • Non-solicit provisions for six months following the termination date, and continuing confidentiality restrictions. |

  43. Transition of Mr. Jensen

    Transition of Mr. Jensen During the year, Mr. Jensen transitioned from his former role as CEO to Executive Chair of the Board, a non-employee role. In connection with his termination as CEO: • No cash severance or payment in lieu of notice was provided, given Mr. Jensen’s immediate appointment as non-employee Executive Chair. • Mr. Jensen remained eligible for a pro-rata STIP payment in respect of 2023 performance, although no payment was ultimately made in connection with the Compensation Committee’s determination that the threshold requirements under the plan were not achieved. • The Board evaluated the performance conditions applicable to the remaining stock options under Mr. Jensen’s 2021 grant, and awarded full or pro-rata achievement for a portion of the outstanding stock options as discussed further above. To ensure a smooth transition, Mr. Jensen agreed to serve as a consultant to Mr. Steen for a period of up to one-year. In connection with this role, the Company entered into a consulting agreement with Mr. Jensen that provided for the following key compensation terms: • A monthly fee of $30,000 (or NOK equivalent as determined by the Company). • A performance-based bonus of up to NOK 5,950,000 for 2023, which was subsequently not earned due to the performance goals not being achieved. • A grant of 250,000 stock options with a strike price of $10.00 per share and a vesting date of August 24, 2024. The grant contains a market-based condition related to the Company’s stock price which will be satisfied if the Company achieves a 10-day average share price of $14.00 prior to August 20, 2024. If the share price requirement is not met prior to August 20, 2024, the award will be forfeited. • Participation in the Company’s benefit plans made available to other consultants. In connection with Mr. Jensen’s appointment as non-employee Executive Chair, the Compensation Committee also determined that Mr. Jensen be entitled to the ordinary annual board fee of $100,000.

  44. Appointments of Mr. Steen and Mr. Bezdek

    | Officer | Summary of Key Compensation Provisions and Restrictive Covenants | | Birger Steen | • The Company entered into an employment contract with Mr. Steen under Norwegian law. • Salary was set at NOK 7,000,000, which will not be reviewed until January 1, 2025, at the earliest. • Target STIP opportunity was set at 100% of salary. • In the first three years of service, Mr. Steen will be eligible to receive a fixed number of NQSOs. For 2024 and 2025 this is set at 600,000. For 2023 the number granted was 218,630, reflecting a pro-rata portion of an annual grant of 600,000. • Mr. Steen also received a new-hire award of 250,000 NQSOs in lieu of an award under the all-employee new-hire policy. This award was agreed to as part of Mr. Steen’s contract to secure his appointment. • In the case of a qualifying termination, Mr. Steen is eligible to receive one-times base salary as cash severance. • In the case of a qualifying termination in the 12-months following a change in control, any granted but unvested NQSOs will vest on accelerated basis and be settled in cash. • Mr. Steen is subject to confidentiality, non-disparagement, non-compete and non-solicit provisions during employment, and will be for a period of time following termination of employment. |

  45. Appointments of Mr. Steen and Mr. Bezdek

    | Officer | Summary of Key Compensation Provisions and Restrictive Covenants | | Jeremy Bezdek | • The Company entered into an employment agreement with Mr. Bezdek. • Salary was set at $500,000. • Target STIP opportunity was set at 75% of salary. • In the first three years of service, Mr. Bezdek will be eligible to receive (i) a grant of 200,000 NQSOs per annum and (ii) a grant of RSUs with a fair market value of $250,000 per annum. • Mr. Bezdek also received a new-hire stock award of 150,000 NQSOs in lieu of an award under the all-employee new-hire policy. This award was agreed to as part of Mr. Bezdek’s agreement to secure his appointment. • In the case of a qualifying termination, Mr. Bezdek is eligible to receive one-times base salary as cash severance. • In the case of a qualifying termination in the 12-months following a change in control, any granted but unvested options or RSUs will vest on accelerated basis and be settled in cash. • Mr. Bezdek is subject to confidentiality, non-disparagement, non-compete and non-solicit provisions during employment, and will be for a period of time following termination of employment. |

  46. Appointments of Mr. Steen and Mr. Bezdek

    Further details on the employment terms and potential severance payments can be found in the section below titled “Potential Payments Upon Termination or Change in Control.”

  47. Independent Compensation Consultant

    Independent Compensation Consultant The Compensation Committee can retain an outside independent advisor to provide external perspectives and guidance when discharging its duties. Towards the end of 2023, the Compensation Committee appointed WTW as its independent outside compensation consultant. WTW provided advice to the Compensation Committee on matters including developing a compensation peer group and 2024 compensation practices. During 2023, WTW was also engaged by management to provide services related to general compensation practices, the output of which was considered by the Compensation Committee. The aggregate fees paid for services provided to Company management for 2023 were €116,000. The Compensation Committee believes that the advice it received from WTW is objective and not influenced by any other business relationship.

  48. Use of Employment Contracts and Agreements

    Use of Employment Contracts and Agreements The Company has entered into employment contracts and agreements with the NEOs, reflective of typical local market practice and applicable laws. These contracts and agreements, as applicable by NEO, set out terms including compensation, benefits, restrictive covenants and severance obligations upon qualifying termination events. Inclusion of such severance obligations is an important part of the executive compensation program, and they are designed to reflect local market standards and provide assurances to both the Company and NEOs in the event of a termination. None of the contracts or agreements contain any provisions for single-trigger payments or tax gross-ups in the event of a change in control. Further details on the employment terms and potential severance payments can be found in the section titled “Potential Payments Upon Termination or Change in Control.”

  49. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth the total compensation awarded to, earned by and paid during the fiscal years indicated for each of our NEOs:

  50. 2023 Summary Compensation Table

    | Name and Title | Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan ($)(1) | All Other Compensation ($)(3) | Total ($) | | Birger Steen(4) | 2023 | 276,500 | — | 1,502,503 | — | 69,755 | 1,848,758 | | Chief Executive Officer | | | | | | | | | Oscar K. Brown(5) | 2023 | 600,000 | 600,003 | 1,061,022 | — | 92,050 | 2,353,075 | | Chief Financial Officer | 2022 | 450,000 | 449,999 | 1,569,025 | 337,500 | — | 2,806,524 | | Jeremy Bezdek(6) | 2023 | 500,000 | 250,002 | 1,125,772 | — | 35,166 | 1,910,940 | | EVP Corporate Development | | | | | | | | | Andreas Bentzen(7) | 2023 | 299,189 | — | 193,714 | — | 11,962 | 504,865 | | Chief Technology Officer | | | | | | | | | Are L. Brautaset | 2023 | 228,620 | — | 148,023 | — | 12,075 | 388,718 | | Chief Legal Officer | | | | | | | | | Tom Einar Jensen(8) | 2023 | 398,363 | — | 1,373,626 | — | 178,229 | 1,950,218 | | Former Chief Executive Officer | 2022 | 653,962 | — | 350,387 | — | — | 1,004,349 | | | 2021 | 600,719 | — | —(9) | 4,467,802 | — | 5,068,521 | | Jan Arve Haugan(10) | 2023 | 520,589 | — | 337,062 | — | 797,258 | 1,654,909 | | Former Chief Operating Officer | 2022 | 544,968 | — | 319,598 | 388,290 | — | 1,252,856 | | | 2021 | 581,843 | — | 2,072,953 | 350,561 | — | 3,005,357 | | Tove Nilsen Ljungquist(11) | 2023 | 311,755 | — | 201,849 | — | 581,437 | 1,095,041 | | Former EVP Operations | | | | | | | |

  51. 2023 Summary Compensation Table

    (1) All dollar amounts for salary and non-equity incentive plan information in this table that were paid in NOK, were converted to U.S. dollars for the purpose of this disclosure using the average exchange ratio of 0.0948 for 2023, 0.1044 for 2022, and 0.1164 for 2021. No annual non-equity incentives were paid to the NEOs for 2023. (2) Aggregate grant date fair value of share-based awards is computed in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. We used a lattice option pricing model for certain stock options granted with a strike price above the grant date price and market-based awards, and we used a Black-Scholes-Merton option pricing model for all other stock options. For RSUs, the grant date fair value was computed based on the closing market price of our Common Stock on the grant date. The assumptions made in determining the grant date fair value of options under applicable accounting guidance are disclosed in Note 12 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023. (3) The following table contains a breakdown of the compensation and benefits included under All Other Compensation for 2023 in the Summary Compensation table above.

  52. 2023 Summary Compensation Table

    | Name | Defined Contribution Plan(a) | Severance(b) | Life and Health Insurance(c) | Other(d) | Total All Other Compensation | | Birger Steen | 3,710 | — | 1,763 | 64,282 | 69,755 | | Oscar K. Brown | — | — | 10,973 | 81,077 | 92,050 | | Jeremy Bezdek | — | — | 10,166 | 25,000 | 35,166 | | Andreas Bentzen | 10,325 | — | 1,637 | — | 11,962 | | Are L. Brautaset | 10,325 | — | 1,750 | — | 12,075 | | Tom Einar Jensen | 7,499 | — | 3,944 | 166,786 | 178,229 | | Jan Arve Haugan | 10,325 | 780,883 | 362 | 5,688 | 797,258 | | Tove Nilsen Ljungquist | 10,325 | 568,800 | 2,312 | — | 581,437 |

  53. 2023 Summary Compensation Table

    ____________ (a) The amounts reflect contributions to the employee’s Norwegian defined contribution pension plan. (b) The amounts reflect contractual severance payments that were earned in 2023 and are to be paid in 2024. (c) The amounts reflect life and health insurance benefits. (d) Mr. Steen received $64,282 for reimbursable costs and tax advisors related to his relocation from Germany to Norway. Mr. Brown received $56,077 for tax equalization treatment and tax preparation fees related to international jurisdictions. Mr. Brown and Mr. Bezdek each received $25,000 as per their employment agreements, which is payable until the Company implements a U.S. 401(k) plan and a health plan that meet agreed requirements. Mr. Jensen received consulting payments of $130,645 and director compensation of $36,141. (4) Mr. Steen joined FREYR in August 2023. (5) Mr. Brown joined FREYR in April 2022. (6) Mr. Bezdek joined FREYR in January 2023. He previously served as a non-employee director. (7) Mr. Bentzen joined FREYR in August 2022. (8) Salary and bonus for Mr. Jensen through July 9, 2021 includes 100% of the compensation and bonus payments paid to EDGE Global in exchange for consulting services pursuant to an agreement between EDGE Global and FREYR Legacy. Mr. Jensen and Mr. Matrai are co-owners of EDGE Global, and the above amount may not reflect the actual compensation for this work ultimately provided to Mr. Jensen. (9) On July 13, 2021, Mr. Jensen was granted 850,000 stock options, which had a total grant date fair value of $3,153,500. The options were subject to the achievement of nine milestones related to Mr. Jensen’s performance as CEO, with each milestone related to 1/9th of the total award amount. Compensation cost is recognized to the extent achievement of the performance criteria is considered probable. In 2022, one of the nine milestones related to 94,000 stock options was deemed achieved by the Board. In August 2023, Mr. Jensen transitioned from the position of CEO to the Executive Chair of the Board and, in connection with this transition, the Board determined that the milestones were no longer applicable. The Board therefore assessed progress in respect of the remaining eight milestones at the time of the transition and awarded full or pro-rata achievement for a portion of the outstanding stock options, based on Mr. Jensen’s performance as CEO prior to his transition to Executive Chair of the Board, and which reflected adjustments to certain of the performance criteria. In 2023, milestones related to 567,000 stock options were deemed achieved by the Board. The remaining stock options were forfeited as the required performance conditions were not met. Option awards in 2022 and 2023 are related to the achievement of these milestones, which were deemed probable in the same years as they were deemed achieved by the Board of Directors. See the “Grants of Plan-Based Awards Table” below for information on the incremental fair value related to the treatment of Mr. Jensen’s options. (10) Mr. Haugan ceased serving as our Chief Operating Officer in November 2023 and departed from the Company in February 2024. (11) Ms. Ljunquist ceased serving as our EVP Operations in November 2023 and departed from the Company in December 2023.

  54. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information concerning the grants of plan-based awards to the Company’s NEOs during the year ended December 31, 2023.

  55. Grants of Plan-Based Awards

    | Name | Grant Date(1) | Estimated future payouts under non-equity incentive plan awards(2) | | | Estimated future payouts under equity incentive plan awards(2) | All other stock awards: number of shares of stock or units (#)(3) | All other option awards: number of shares of securities underlying options (#)(4) | Exercise or base price of option awards ($/sh)(5) | Grant date fair value of stock and option awards ($)(6) | | | | Threshold ($) | Target ($) | Maximum ($) | Target (#) | | | | | | Birger Steen | | 138,250 | 276,500 | 345,625 | | | | | | | | 08/21/2023 | | | | | | 468,630 | 6.77 | 1,502,503 | | Oscar K. Brown | | 300,000 | 600,000 | 750,000 | | | | | | | | 05/22/2023 | | | | | | 300,000 | 7.55 | 1,061,022 | | | 05/09/2023 | | | | | 80,863 | | | 600,003 | | Jeremy Bezdek | | 187,500 | 375,000 | 468,750 | | | | | | | | 03/20/2023 | | | | | | 200,000 | 7.35 | 643,298 | | | 03/20/2023 | | | | | | 150,000 | 7.06 | 482,474 | | | 03/20/2023 | | | | | 35,411 | | | 250,002 | | Andreas Bentzen | | 74,797 | 149,594 | 186,993 | | | | | | | | 05/22/2023 | | | | | | 54,772 | 7.55 | 193,714 | | Are L. Brautaset | | 57,155 | 114,310 | 142,888 | | | | | | | | 05/22/2023 | | | | | | 41,853 | 7.55 | 148,023 | | Tom Einar Jensen(7) | | 199,182 | 398,363 | 497,954 | | | | | | | | | 564,060 | 564,060 | 564,060 | | | | | | | | 08/10/2023 | | | | 250,000 | | | 10.00 | 362,125 | | | 08/10/2023 | | | | | | 567,000 | 10.00 | 1,011,501(8) | | Jan Arve Haugen | | 195,221 | 390,441 | 488,052 | | | | | | | | 05/22/2023 | | | | | | 95,303 | 7.55 | 337,062 | | Tove Nilsen Ljungquist | | 77,939 | 155,877 | 194,847 | | | | | | | | 05/22/2023 | | | | | | 57,072 | 7.55 | 201,849 |

  56. Grants of Plan-Based Awards

    ____________ (1) Each grant was approved by our Compensation Committee and was awarded on the grant date indicated. (2) The amounts reported represent the threshold, target and maximum amounts of potential cash payouts under our annual STIP. No annual non-equity incentives were paid to the NEOs for 2023. (3) Shows the number of cash settled RSUs granted in 2023 to our NEOs. The RSUs vest ratably in three equal annual installments, beginning one year from the date of grant, subject to the NEO’s continued service to us through the applicable vesting date. (4) Shows the number of shares subject to NQSOs granted in 2023 to our NEOs. Mr. Jensen’s NQSOs include a market condition which requires the share price of the Company’s Common Stock to be $14 or higher for a consecutive period of 10 trading days during the period from August 10, 2023 to August 20, 2024. Any stock options for which the market condition is satisfied will vest on August 21, 2024. The other NEOs’ NQSOs vest and become exercisable ratably in three equal annual installments, beginning one year from the date of grant, subject to the NEOs’ continued service to us through the applicable vesting date. (5) Shows the per share exercise price for the NQSOs granted. (6) Represents the aggregate grant date fair value of the RSUs and NQSOs computed in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting. For additional information on the valuation assumptions with respect to option awards, refer to Note 12 of the Company’s consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. These amounts reflect the Company’s total accounting expense for these awards and do not correspond to the actual value that may be realized by our NEOs. (7) In August 2023, Mr. Jensen resigned from his role as CEO and transitioned to the role of Executive Chair and consultant. Mr. Jensen was entitled to a non-equity incentive plan in his former position as CEO and as a consultant. No incentives were paid for these roles in 2023. (8) This amount reflects the incremental fair value related to the modification of Mr. Jensen’s options in connection with his termination of employment, calculated in accordance with FASB ASC Topic 718. For further information regarding the modification of Mr. Jensen’s options, please see the section titled “Assessment of Performance Achievement for 2021 Performance-Based Option Award to Former CEO” in the CD&A.

  57. Outstanding Equity Awards at Year End

    Outstanding Equity Awards at Year End The following table provides information on the holdings of stock and option awards by our NEOs as of December 31, 2023. There were no other stock or option awards held by our NEOs as of December 31, 2023. For additional information about the awards, see the description of equity incentive compensation in the CD&A.

  58. Outstanding Equity Awards at Year End

    | | Option awards | | | | | Stock awards | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Un-exercisable (#)(1) | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#)(2) | Market value of shares or units of stock that have not vested ($) | | Birger Steen | — | 468,630 | — | 6.77 | 08/21/2028 | — | — | | Oscar K. Brown | 83,333 | 166,667 | — | 7.39 | 05/09/2027 | 121,459 | 227,128 | | Oscar K. Brown | 75,000 | 150,000 | — | 8.47 | 06/09/2027 | — | — | | Oscar K. Brown | — | 300,000 | — | 7.55 | 05/22/2028 | — | — | | Jeremy Bezdek | 33,333 | 16,667 | — | 10.00 | 07/09/2026 | 35,411 | 66,219 | | Jeremy Bezdek | 16,666 | 33,334 | — | 11.83 | 08/18/2027 | — | — | | Jeremy Bezdek | — | 200,000 | — | 7.35 | 03/20/2028 | — | — | | Jeremy Bezdek | — | 150,000 | — | 7.06 | 03/20/2028 | — | — | | Andreas Bentzen | 33,592 | 67,185 | — | 12.95 | 09/07/2027 | — | — | | Andreas Bentzen | — | 54,772 | — | 7.55 | 05/22/2028 | — | — | | Are L. Brautaset | 44,759 | — | — | 3.51 | 12/31/2025 | — | — | | Are L. Brautaset | 790 | 395 | — | 10.00 | 07/09/2026 | — | — | | Are L. Brautaset | 66,667 | 33,333 | — | 10.00 | 09/01/2026 | — | — | | Are L. Brautaset | 50,000 | — | — | 11.50 | 07/09/2026 | — | — | | Are L. Brautaset | 13,731 | 27,462 | — | 8.47 | 06/09/2027 | — | — | | Are L. Brautaset | 359 | 719 | — | 12.95 | 09/07/2027 | — | — | | Are L. Brautaset | — | 41,853 | — | 7.55 | 05/22/2028 | — | — | | Tom Einar Jensen | 744,431(3) | — | — | 0.95 | 05/15/2024 | — | — | | Tom Einar Jensen | 687,220(3) | — | — | 1.22 | 09/20/2025 | — | — | | Tom Einar Jensen | 346,296(4) | 314,815(4) | — | 10.00 | 07/13/2026 | — | — | | Tom Einar Jensen | — | — | 250,000(5) | 10.00 | 08/10/2028 | — | — | | Jan Arve Haugan | 149,197(6) | — | — | 3.22 | 05/31/2024 | — | — | | Jan Arve Haugan | 790(6) | 395 | — | 10.00 | 05/31/2024 | — | — | | Jan Arve Haugan | 133,333(6) | 66,667 | — | 10.00 | 05/31/2024 | — | — | | Jan Arve Haugan | 50,000 | — | — | 11.50 | 07/09/2026 | — | — | | Jan Arve Haugan | 31,207(6) | 62,414 | — | 8.47 | 05/31/2024 | — | — | | Jan Arve Haugan | 855(6) | 1,712 | — | 12.95 | 05/31/2024 | — | — | | Jan Arve Haugan | —(6) | 95,303 | — | 7.55 | 05/31/2024 | — | — | | Tove Nilsen Ljungquist | 67,139(6) | — | — | 1.14 | 03/31/2024 | — | — | | Tove Nilsen Ljungquist | 1,185(6) | — | — | 10.00 | 03/31/2024 | — | — | | Tove Nilsen Ljungquist | 100,000(6) | — | — | 10.00 | 03/31/2024 | — | — | | Tove Nilsen Ljungquist | 50,000 | — | — | 11.50 | 07/09/2026 | — | — | | Tove Nilsen Ljungquist | 56,173(6) | — | — | 8.47 | 03/31/2024 | — | — | | Tove Nilsen Ljungquist | 1,470(6) | — | — | 12.95 | 03/31/2024 | — | — | | Tove Nilsen Ljungquist | 57,072(6) | — | — | 7.55 | 03/31/2024 | — | — |

  59. Outstanding Equity Awards at Year End

    (1) Stock options generally become exercisable in three equal installments on each of the first three anniversaries of the grant date. (2) Reflects RSUs that vest as described in the table below:

  60. Outstanding Equity Awards at Year End

    | Name | Year of Grant | Number of Unvested Units | Vesting Schedule | | Oscar K. Brown | 2023 | 80,863 | RSUs subject to three-year pro-rata vesting on 05/09/2024, 05/09/2025, and 05/09/2026 | | | 2022 | 40,596 | RSUs subject to three-year pro-rata vesting, 50% of the remaining units vest on 05/09/2024 and 50% vest on 05/09/2025 | | Jeremy Bezdek | 2023 | 35,411 | RSUs subject to three-year pro-rata vesting on 03/20/2024, 05/09/2025, and 05/09/2026. |

  61. Outstanding Equity Awards at Year End

    (3) These warrants are held by EDGE Global. Mr. Jensen and Mr. Matrai are co-owners of EDGE Global, and the above amount may not reflect the actual shares ultimately provided to Mr. Jensen. Each of Mr. Matrai and Mr. Jensen disclaims beneficial ownership of the shares held by EDGE Global except to the extent of his pecuniary interest therein. (4) On July 13, 2021, Mr. Jensen was granted 850,000 stock options, which had a total grant date fair value of $3,153,500. The options were subject to the achievement of nine milestones related to Mr. Jensen’s performance as CEO, with each milestone related to 1/9th of the total award amount. Compensation cost is recognized to the extent achievement of the performance criteria is considered probable. In 2022, one of the nine milestones related to 94,000 stock options was deemed achieved by the Board. In August 2023, Mr. Jensen transitioned from the position of CEO to the Executive Chair of the Board and, in connection with this transition, the Board determined that the milestones were no longer applicable. The Board therefore assessed progress in respect of the remaining eight milestones at the time of the transition and awarded full or pro-rata achievement for a portion of the outstanding stock options, based on Mr. Jensen’s performance as CEO prior to his transition to Executive Chair of the Board, and which reflected adjustments to certain of the performance criteria. In 2023, milestones related to 567,000 stock options were deemed achieved by the Board. The remaining stock options were forfeited as the required performance conditions were not met. Option awards in 2022 and 2023 are related to the achievement of these milestones, which were deemed probable in the same years as they were deemed achieved by the Board. (5) The stock options include a market condition which requires the share price of the Company’s Common Stock to be $14 or higher for a consecutive period of 10 trading days during the period from August 10, 2023 to August 20, 2024. Any stock options for which the market condition is satisfied will vest on August 21, 2024. (6) The expiration dates of these awards have been accelerated in accordance with their termination provisions based on Mr. Haugen’s termination date of February 29, 2024 and Ms. Ljungquist’s termination date of December 31, 2023.

  62. Stock Vested

    Stock Vested There were no stock options exercised by our NEOs during the year ended December 31, 2023.

  63. Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Oscar K. Brown | 20,297 | $150,604 |

  64. Stock Vested

    Mr. Brown’s RSUs are cash settled, in accordance with his employment contract.

  65. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We have entered into employment agreements with each of our NEOs. The employment agreements provide that our NEOs will be eligible for severance benefits following an involuntary termination of employment, whether or not in connection with a change in control. For a more detailed description of the NEO employment agreements, including restrictive covenants, see sections titled “Agreements with NEOs” and “Executive Transitions — Terminations of Mr. Haugan and Ms. Ljungquist” in this proxy statement. Mr. Jensen did not receive any severance in connection with his termination as CEO and appointment of as non-employee Executive Chair. For a description of Mr. Jensen’s consulting agreement, please see the section titled “Agreements with NEOs” below the 2023 Summary Compensation Table. The following table summarizes the payments that would be made to our NEOs upon the occurrence of certain qualifying terminations of employment, assuming such NEO’s termination of employment occurred on December 31, 2023 and where relevant, that a change of control occurred on December 31, 2023, except for Mr. Haugan and Ms. Ljungquist as their amounts reflect the actual severance they received on the date their employment was terminated.

  66. Potential Payments Upon Termination or Change in Control

    | | Value of Cash Payments ($) | | Value of Accelerated Equity Awards ($)(1) | | | Name | Involuntary termination | Change of control and subsequent involuntary termination(2) | Involuntary termination | Change of control and subsequent involuntary termination(2) | | Birger Steen | $689,080 | $689,080 | $— | $—(3) | | Oscar K. Brown | 600,000 | 600,000 | — | 227,128(3) | | Jeremy Bezdek | 500,000 | 500,000 | — | 66,219(3) | | Andreas Bentzen | 466,015 | 466,015 | —(4) | —(4) | | Are L. Brautaset | 356,098 | 356,098 | —(4) | —(4) | | Jan Arve Haugen(5) | 780,883 | — | —(4) | —(4) | | Tove Nilsen Ljungquist(6) | 568,800 | — | —(4) | —(4) |

  67. Potential Payments Upon Termination or Change in Control

    ____________ (1) Calculation of the value that would have been received by the NEOs if accelerated vesting had occurred on December 31, 2023 is based on the closing price of our Common Stock of $1.87 per share. (2) According to the respective employment agreements, involuntary termination subsequent to a change in control is relevant if it occurs within 12 months of a change of control. (3) In the event of a termination taking place within 12 months of a change in control, the intrinsic value of all equity awards is settled in cash. (4) According to the respective employment agreements, involuntary termination would result in the immediate vesting of all outstanding equity awards. (5) Amounts included in the table above for Mr. Haugan represent the actual severance to be paid to him in connection with his termination agreement, which was signed in November 2023. Payments are to be made in NOK and have been converted to USD using an exchange ratio of 0.0948. According to his agreement all unvested stock options vested on February 29, 2024 and will expire on May 31, 2024. (6) Amounts included in the table above for Ms. Ljunquist represent the actual severance to be paid to her in connection with her termination agreement, which was signed in November 2023. Payments are to be made in NOK and have been converted to USD using an exchange ratio of 0.0948. According to her agreement all unvested stock options vested on December 31, 2023 and expire on March 31, 2024.

  68. CEO Pay Ratio

    CEO Pay Ratio Presented below is the ratio of annual total compensation of our CEO to the annual total compensation of our median employee. The ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. SEC rules for identifying the median employee allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. Our median employee compensation as calculated using Summary Compensation Table requirements was $116,651. Mr. Steen’s annual total compensation was $3,458,591, which equals the amount reported in the Summary Compensation Table, $1,848,758, plus an additional amount that reflects annualizing of his base salary and annual long-term equity award for 2023 consistent with the applicable SEC guidance. Therefore, our CEO pay ratio is 30 to 1. We identified the median employee using our employee population on December 31, 2023 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis). This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Neither the Compensation Committee nor management of the Company used the CEO pay patio measure in making compensation decisions.

  69. Pay Versus Performance

    Pay Versus Performance Pursuant to Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” (or “CAP”) to the Company’s principal executive officer (“PEO”) and non-PEO NEOs and certain aspects of the financial performance of the Company. The Compensation Committee does not utilize CAP as the basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please see our CD&A. As of 2023, we do not use any other financial performance measure to link CAP to the CEO and our other NEOs to the Company’s performance.

  70. Pay Versus Performance

    | | | | | | | | Value of initial fixed $100 investment in: | | | | Year | Summary compensation table total PEO 1(1) | Summary compensation table total PEO 2(1) | Compensation actually paid to CEO 1(1)(2) | Compensation actually paid to CEO 2(1)(2) | Average summary compensation table total for non-CEO NEOs(1) | Average compensation actually paid to non-CEO NEOs(1)(2) | TSR(3) | Peer Group TSR(3) | Net Income (Loss) ($000)(4) | | 2023 | $1,848,758 | $1,950,218 | $514,962 | $591,910 | $1,317,925 | $258,204 | $20 | $27 | $(73,096) | | 2022 | — | 1,004,349 | — | 988,293 | 2,029,690 | 2,172,144 | 92 | 36 | (99,119) | | 2021 | — | 5,068,521 | — | 5,270,047 | 2,587,396 | 2,821,644 | 118 | 81 | (93,378) |

  71. Pay Versus Performance

    ____________ (1) PEO 1 refers to Birger Steen, our current PEO, and PEO 2 refers to Tom Einar Jensen. Amounts represent CAP to our CEO(s) and the average CAP to our remaining NEOs for the relevant year, as determined under SEC rules and described below, which includes the following individuals for each year:

  72. Pay Versus Performance

    | Year | CEO | Non-CEO Named Executive Officers | | 2023 | Tom Einar Jensen, Birger Steen | Oscar K. Brown, Jeremy Bezdek, Andreas Bentzen, Are L. Brautaset, Jan Arve Haugan, Tove Nilsen Ljungquist | | 2022 | Tom Einar Jensen | Oscar K. Brown, Jan Arve Haugan | | 2021 | Tom Einar Jensen | Jan Arve Haugan, Ryuta Kawaguchi |

  73. Pay Versus Performance

    (2) SEC rules require certain adjustments be made to the Summary Compensation Table (“SCT”) totals to determine CAP as reported in the Pay versus Performance Table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO as realized income, but rather is a value calculated under applicable SEC rules. In general, CAP is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date. The unvested equity values are computed in accordance with the methodology used for financial reporting purposes. The following table details these adjustments. The Company offers neither a defined benefit pension plan nor dividends, so no adjustment for those items is included in the table below.

  74. Pay Versus Performance

    | | 2023 | | | 2022 | | 2021 | | | | PEO 1 (Steen) | PEO 2 (Jensen) | Average Non-CEO NEOs | PEO 2 (Jensen) | Average Non-CEO NEOs | PEO 2 (Jensen) | Average Non-CEO NEOs | | SCT Total | $1,848,758 | $1,950,218 | $1,317,925 | $1,004,349 | $2,029,690 | $5,068,521 | $2,587,396 | | Deduction for amounts reported in the “Stock Awards” column in the SCT | — | — | (141,668) | — | (225,000) | — | — | | Deduction for amounts reported in the “Option Awards” column in the SCT | (1,502,503) | (1,373,626) | (511,240) | (350,387) | (944,312) | — | (1,863,001) | | Year end fair value of equity awards granted during the year that are outstanding and unvested as of the last day of the covered year | 168,707 | 210,500 | 77,527 | — | 1,402,940 | — | 709,058 | | Change in fair value of awards granted in prior years that are outstanding and unvested as of the last day of the covered year | — | (110,498) | (440,407) | 222,885 | (77,121) | — | — | | Change in the fair value from the end of the prior year to the vesting date for vested awards during the covered year | — | (84,684) | (43,933) | 111,446 | (14,053) | 201,526 | — | | Fair value of awards that are granted and vested during the covered year | — | — | — | — | | — | 1,388,190 | | CAP | $514,962 | $591,910 | $258,204 | $988,293 | $2,172,144 | $5,270,047 | $2,821,644 |

  75. Pay Versus Performance

    (3) TSR is determined based on the end of the year value of $100 invested for the period from July 8, 2021 (the first date our stock began trading on the NYSE) through the end of the listed fiscal year. Peer group companies that began trading after July 8, 2021 were added to the peer group in the subsequent year of its listing. The peer group TSR is the 17 company peer group identified in the CD&A. (4) The amounts in this column represent the Company’s disclosed net loss for each reported year.