DEF 14A of Blink Charging Co., May 14, 2025

DEF 14A of Blink Charging Co.

Filed May 14, 2025 · FY20240001641172-25-010356

Open on EDGAR

  1. Board of Directors

    Board of Directors Our business is managed under the direction of the Board of Directors (the “Board”). The Board meets on a regularly scheduled basis during our fiscal year to review significant developments affecting our company and to act on matters requiring Board approval. The Board also holds special meetings when an important matter requires Board action between scheduled meetings and also acts by unanimous written consent when necessary and appropriate. The Board has four fixed regular meetings per year scheduled in accordance with the filing of periodic reports with the SEC. The Board met 11 times during the year ended December 31, 2024. In addition, the Board of Directors took action nine times during 2024 by unanimous written consent in lieu of a meeting, as permitted by applicable law. During 2024, each member of the Board attended or participated in 75% or more of the aggregate of the total number of meetings of the Board and committees on which they served during the period for which such director was serving as a director. We, and the Board, expect all current directors to attend our annual meetings of stockholders barring unforeseen circumstances or irresolvable conflicts. We do not have a written policy on Board attendance at annual meetings of stockholders; however, we do schedule a Board meeting immediately after the annual meeting for which members attending receive compensation. All of the Board members attended last year’s virtual annual meeting. The 2025 nominees to serve on the Board and each of its current committees are as follows:

  2. Board of Directors

    | Name | Age | Director Since | Principal Occupation | Audit Committee | Compensation Committee | Nominating, Corporate Governance & Sustainability Committee | Growth & Strategy Committee | | Ritsaart J.M. van Montfrans | 53 | 2019 | Chief Executive Officer of Incision Group | X | X (Chair) | X | X | | Michael C. Battaglia | 54 | 2025 | President and Chief Executive Officer of Blink | | | | X | | Aviv Hillo | 60 | 2023 | General Counsel and Executive Vice President – M&A of Blink | | | | X | | Jack Levine | 74 | 2019 | President of Jack Levine, PA | X (Chair) | X | X | | | Martha J. Crawford | 57 | 2024 | Operating Partner at Macquarie Asset Management | | X | | X (Chair) |

  3. Board Leadership

    Board Leadership Michael C. Battaglia has been our President, Chief Executive Officer and a director since February 2025. Ritsaart J.M. van Montfrans has been a director since December 2019 and our Chairman of the Board since May 2023. We believe that having a Chief Executive Officer and an independent Chairman, each with distinct responsibilities, works well for us because all but three of our directors are independent, and our Chairman can cause the independent directors to meet in executive sessions at any time. Therefore, the Chairman can at any time bring to the attention of a majority of the directors any matters he thinks should be addressed by our Board. Other advantages to having an independent director serve as Chairman include facilitating relations among our Board, Chief Executive Officer and other senior management, assisting our Board in reaching consensus on particular strategies and policies, fostering robust evaluation processes, supporting the efficient allocation of oversight responsibilities between the independent directors and management, and enhancing stockholders’ confidence in our company’s governance practices. The Chairman presides over Board meetings and presides at all meetings of our independent directors. The Chairman’s additional duties include:

  4. Board Leadership

    | ● | at the request of our Board, presiding over meetings of stockholders; | | ● | conveying recommendations of the independent directors to the full Board; | | ● | serving as a liaison between our Board and management; | | ● | ensuring that members of our Board receive accurate, timely and clear information, in particular about our company’s performance, to enable our Board to make sound decisions and provide effective oversight and advice to promote the success of our company; | | ● | monitoring effective implementation of our Board’s decisions; | | ● | establishing and maintaining a close relationship of trust with our Chief Executive Officer by providing support and advice while respecting executive responsibility and leadership; | | ● | developing the Board by leading the effort to identify and recruit new Board members; and | | ● | leading succession efforts. |

  5. Board Leadership

    Three of our Board nominees are independent. In addition, all of the current directors on each of the Audit Committee, Compensation Committee, Nominating, Corporate Governance & Sustainability Committee and Growth & Strategy Committee are independent directors, with the exception of Messrs. Battaglia and Hillo on the Growth & Strategy Committee, and each of these committees is led by an independent committee chair. The committee chairs set the agendas for their committees and report to the full Board on their work. As required by Nasdaq, our independent directors meet in executive sessions without management present as frequently as they deem appropriate, typically at the time of each regular in-person Board meeting. All of our independent directors are highly accomplished and experienced business people in their respective fields, who have demonstrated leadership in significant enterprises and are familiar with Board processes. Our independent directors bring experience, oversight and expertise from outside our company and industry, while Messrs. Battaglia and Hillo bring company-specific experience and expertise. Brendan Jones, Cedric L. Richmond and Kristina Peterson will not be standing for reelection at this Annual Meeting. The Board has determined to reduce the number of directors on the Board to five members following the Annual Meeting.

  6. Name, Age and Principal Occupations

    Name, Age and Principal Occupations Michael P. Rama, 59, has served as our Chief Financial Officer since February 2020. Prior to joining us, Mr. Rama was an independent financial consultant (not associated with Blink) from July 2019 until he joined us on February 10, 2020. Mr. Rama served as the Vice President and Chief Financial Officer of NV5 Global, Inc., a Nasdaq Capital Markets-traded company that provides professional and technical engineering and consulting solutions for public and private sector clients in the infrastructure, energy, construction, real estate and environmental markets, from September 2011 to June 2019. At NV5 Global, Mr. Rama was responsible for all accounting, finance and treasury functions and the company’s SEC reporting. From October 1997 until August 2011, Mr. Rama held various accounting and finance roles with AV Homes, Inc. (formerly known as Avatar Holdings, Inc.), including as principal financial officer, chief accounting officer and controller. Mr. Rama has more than 20 years of experience with SEC compliance, establishment and maintenance of internal controls, and capital markets and acquisition transactions. Mr. Rama earned a Bachelor of Science degree in accounting from the University of Florida and is a Certified Public Accountant. Harjinder Bhade, 61, has served as our Chief Technology Officer since May 2021, where he is responsible for the maintenance of the Blink network and the development of our EV products. He was previously the Chief Technology Officer and Senior Vice President of Engineering at ENGIE North America Inc. (which acquired Green Charge Networks), a sustainable energy storage as a service company, from October 2014 to May 2021. Prior to that, Mr. Bhade was a founder and served as Vice President of Software Engineering at ChargePoint, a global EV charging infrastructure company, from November 2007 to September 2014, where he played a key role in that company’s product development. Mr. Bhade served on ChargePoint’s Advisory Board from September 2014 to May 2021. Mr. Bhade served as the Senior Director of Software Engineering of Carrier Ethernet Solutions at Lucent Technologies from May 2006 to April 2007, the Director of Software Engineering at Riverstone Networks (which was acquired by Lucent Technologies) from January 2003 to May 2006, and the Founder and Director of Software Engineering at Pipal Systems from November 2001 to January 2003. Mr. Bhade received a B.S. degree in computer science from California State University, Chico and an M.B.A. degree from the University of Phoenix.

  7. Consideration of Advisory Votes to Approve the Compensation of our Named Executive Officers

    | • | Lack of clarity in disclosures regarding the long-term incentive program; and | | • | Use of one-year measurement periods for the equity awards. |

  8. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee has the power to engage independent advisors to assist it in carrying out its responsibilities. The Compensation Committee continued to engage Korn Ferry, an internationally recognized compensation consulting firm, as its compensation consultant in 2024. Korn Ferry reviewed and advised the Compensation Committee on our compensation practices. The Compensation Committee assessed the independence of Korn Ferry pursuant to SEC rules and concluded that the work of Korn Ferry has not raised any conflict of interest. Korn Ferry provided a broad array of services during 2024, including, but not limited to, CEO benchmarking, executive employment contractual review and assessment, short- and long-term incentive design review, and other compensation-related items. For purposes of benchmarking, Korn Ferry compared positions of similar scope and complexity with the data contained in the surveys. Korn Ferry then provided a salary range for each executive level. The Compensation Committee typically sets target compensation levels between the 25th to 75th percentile range as it believes the use of this range (i) helps ensure our compensation program provides sufficient compensation to attract and retain talented executives and (ii) maintains internal pay equity, without overcompensating our employees. Each executive’s target compensation level for this purpose is based on the sum of his base salary, annual cash bonus and annual equity award but excludes one-time equity/option awards. The Compensation Committee reviews pay practices at companies of similar size and industry. The current peer group data is used to evaluate the compensation arrangements for our named executive officers and directors. With respect to Korn Ferry’s assessment, the comparable group of companies consisted of the companies listed below as determined to: (i) focus on the same industry or adjacent industry as us, (ii) generally have similar revenues as us, (iii) generally have similar market capitalization as us, (iv) generally have similar operating income as us, and (v) generally have the same number of employees as us. The comparable list of companies included Allego N.V., Beam Global, ChargePoint Holdings, EVgo, Inc., Nuvve Holding Corp., Tritium DCFC Limited and Wallbox N.V. It is expected that Korn Ferry’s assessment using both survey data and peer group analyses will continue to be considered in setting compensation and in renewing the terms of employment agreements with several of our executive officers.

  9. Base Salary

    The Compensation Committee considers compensation data from the peer companies to the extent the executive positions at these companies are considered comparable to our positions and informative of the competitive environment. Compensation data for our peer group were collected from available proxy-disclosed data. This information was gathered and analyzed for the 25th, 50th and 75th percentiles (or alternatively using low, medium and high categories) for annual base salary, short-term incentive pay elements and long-term incentive pay elements.

  10. Variable Pay

    Variable Pay We design our variable pay programs to be both affordable and competitive in relation to the market. We monitor the market and adjust our variable pay programs as needed. There are two components to our variable pay program: the Bonus Program (as defined below) and the equity-based incentives. These two programs are designed to motivate employees to achieve overall corporate and individual goals. Our programs are designed to avoid entitlements, to align actual payouts with the actual results achieved, and to be easy to understand and administer. Determination of awards for both the Bonus Program and equity-based incentives are based on the achievement of financial and strategic metrics determined by the Board at the beginning of each fiscal year. The award of cash and grant of equity are subject to meeting the performance criteria designed by the Board. Each NEO is entitled to a total target award opportunity set as a percentage of the individual’s base salary. Following the conclusion of the fiscal year and assessment of performance outcomes relative to established goals, the Compensation Committee determines the payout each NEO is entitled. This payout amount is then split equally between cash and equity. The equity awards are subsequently granted after the performance period has ended with continued time vesting on a portion of the equity awards. Due to the SEC disclosure requirements, the cash awards will appear in the summary compensation table for the year in which they were earned while equity awards will be displayed in the subsequent proxy statement. As such, there is often a disconnect between the actual values earned by executives and the compensation disclosures.

  11. Bonus Program

    Bonus Program As noted above, the cash-based portion of the incentive program (the “Bonus Program”) rewards executives for the achievement of annual financial and operational goals, which are established by the Compensation Committee. Each executive officer has a target bonus opportunity set for each performance period under the Bonus Program, which represents 50% of the individual’s total potential award. Our Compensation Committee took into account market data, relative levels of responsibility across our company, and other relevant factors in order to set the target awards for each of our NEOs. For fiscal year 2024, the NEOs had the following payment targets under the Bonus Program:

  12. Bonus Program

    | Named Executive Officer | Target Award as a Percentage of Base Salary | Target Award | | Brendan S. Jones | 60% | $465,000 | | Michael P. Rama | 50% | $217,300 | | Aviv Hillo | 50% | $215,250 | | Harjinder Bhade | 60% | $315,000 | | Michael C. Battaglia | 50% | $185,540 |

  13. Bonus Program

    The award payable to each NEO was primarily based on actual achievement against performance goals established by the Compensation Committee. For each metric, the Compensation Committee set a target level of achievement and the initial award amount may be adjusted based on performance above or below the target level. In addition, the Compensation Committee may take into account other factors, such as individual performance when arriving at the final award amount. The targets and outcomes of the Bonus Program are described below.

  14. Bonus Program

    | Metric | Weighting | Target | Achievement | Percent Achievement | Percentage of Bonus Payout | | | Revenue | 20% | $165 million or more (excluding Blink Mobility) | $120.1 million | 0% | 0 | | | Gross Margin | 20% | Obtain gross margin of 37% by the end of Q4 2024 | 35% | 50% | 10 | | | Adjusted EBITDA | 25% | Achieve positive adjusted EBITDA run rate by December 2024 (excluding Blink Mobility) | Positive adjusted EBITDA was not achieved, however, there was substantial progress on cost savings | 20% | 5 | | | Technology | 15% | Secure and deploy Blink Global Network; deploy new products; and complete prototype of products | Blink 2.0 network deployed in both North America and Europe | 100% | 15 | | | Customer Satisfaction | 10% | Obtain industry average | PlugShare score not met | 0% | 0 | | | Spin off of Blink Mobility | 10% | Spin off Blink Mobility by end of Q3 2024 | Filed the Registration Statement on Form S-1 | 100% | 10 | | | Total | | | | | 40 | %(1) |

  15. Bonus Program

    (1) The total bonus percentage was initially approved by the Board at 40% of the total target amount. Subsequent to payment of the cash portion of such amount to the NEOs, it was determined that the total bonus percentage should have been at the 30% level after further consideration of the company’s performance. As a result, we determined to award the equity portion of the Bonus Program, which had yet to be issued, at the 20% level to compensate for such reduction. The corporate performance goals will be measured at the end of each performance period after our financial reports have been published or such other appropriate time as our Compensation Committee determines. If the corporate performance goals and individual performance objectives are met, payments will be made as soon as practicable following the end of each performance period. In general, an executive officer must be employed by us on the bonus payment date to be eligible to receive a bonus payment. The Bonus Program also permits our Compensation Committee to approve additional bonuses to executive officers in its sole discretion, which are described below. Based on review of performance against established goals as well as consideration of individual performance, the Compensation Committee determined the following payouts for our NEOs:

  16. Bonus Program

    | Named Executive Officer | Target Award | Actual Payment | | Brendan S. Jones | $465,000 | $186,000 | | Michael P. Rama | $217,300 | $86,920 | | Aviv Hillo | $215,250 | $86,100 | | Harjinder Bhade | $315,000 | $126,000 | | Michael C. Battaglia | $185,540 | $74,216 |

  17. Equity-Based Incentives

    Equity-Based Incentives We believe that long-term performance is achieved through an ownership culture that rewards performance by our named executive officers through the use of equity incentives. Our equity incentive plan has been established to provide our employees, including our named executive officers, with incentives to help align those employees’ interests with the interests of our stockholders. Equity awards are granted following assessment of performance in the prior year. As noted above, 50% of an executive’s annual award is to be made in the form of equity. For 2024, our NEOs were eligible for the following target equity awards:

  18. Equity-Based Incentives

    | Named Executive Officer | Equity Award as a Percentage of Base Salary | Target Award | | Brendan S. Jones | 60% | $465,000 | | Michael P. Rama | 50% | $217,300 | | Aviv Hillo | 50% | $215,250 | | Harjinder Bhade | 60% | $315,000 | | Michael C. Battaglia | 50% | $185,540 |

  19. Equity-Based Incentives

    Future equity awards that we make to our named executive officers will be driven by our sustained performance over time, our named executive officers’ ability to impact our results that drive stockholder value, their level of responsibility, their potential to fill roles of increasing responsibility, and competitive equity award levels for similar positions in comparable companies. Equity forms a key part of the overall compensation for each executive officer and is evaluated each year as part of the annual performance review process and incentive payout calculation.

  20. Annual Equity Awards

    Annual Equity Awards Each individual’s grant is determined after consideration of performance criteria established in the prior fiscal year under the Bonus Program. After the conclusion of each fiscal year, the members of the Compensation Committee review corporate performance goals established for the recently completed year. The Compensation Committee then adjusts the size of each individual’s grant in accordance with performance. Failure to achieve the performance goals would result in no grant of equity. For 2024, the performance measures under the Bonus Program resulted in a potential equity grant of 40% of the target award. However, as discussed above, the equity award resulted in an award of 20% of the target. These equity awards were awarded in May 2025 and will be disclosed in next year’s proxy statement in accordance with SEC disclosure rules. The annual grants to the NEOs in fiscal year 2025, based on 2024 performance, were as follows:

  21. Annual Equity Awards

    | Named Executive Officer | Restricted Stock Unit Grant Date Value* | | Brendan S. Jones | $93,000 | | Michael P. Rama | $43,460 | | Aviv Hillo | $43,050 | | Harjinder Bhade | $63,000 | | Michael C. Battaglia | $37,108 |

  22. Annual Equity Awards

    * Grants will appear in the 2026 proxy statement. The grants to named executive officers typically vest 50% on the first anniversary of the grant date with the remaining 50% vesting over a three-year period with 33-1/3% vesting on each anniversary of the date of grant. However, as it relates to Messrs. Rama and Hillo, pursuant to their employment agreements, 50% of the annual grants for Messrs. Rama and Hillo vest immediately with the remaining 50% vesting over a three-year period with 33-1/3% vesting on each anniversary of the date of grant. All equity awards to our employees, including named executive officers, and to directors have been granted and reflected in our financial statements, based upon the applicable accounting guidance, with the exercise price of any stock options equal to the fair market value of one share of Common Stock on the grant date.

  23. Equity Awards Granted in 2024

    Equity Awards Granted in 2024 As described in our proxy statement from last year, 100.6% of the goals under the 2023 Bonus Program were achieved. Awards earned under the Bonus Program were subsequently split equally between cash and equity. The cash portion was represented in last year’s proxy statement while the equity portion was granted in early 2024. Pursuant to SEC disclosure rules, the equity portion of the award is disclosed herein. The following equity awards were earned for performance during 2023:

  24. Equity Awards Granted in 2024

    | Named Executive Officer | Restricted Stock Unit Grant Date Value* | | Brendan S. Jones | $467,790 | | Michael P. Rama | $206,230 | | Aviv Hillo | $206,230 | | Harjinder Bhade | $301,800 | | Michael C. Battaglia | $176,088 |

  25. Equity Awards Granted in 2024

    * Equity granted in 2024 based on 2023 performance against key performance indicators under the Bonus Program.

  26. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards Neither the Board nor the Compensation Committee takes material nonpublic information into account when determining the timing or terms of equity awards, including with respect to options, nor do we time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has generally granted such awards once a year to directors and executive officers. In addition to the annual grants of equity awards, equity awards may be granted at other times during the year to newly hired or promoted employees, and in other special circumstances. Only the Compensation Committee may approve restricted stock, restricted stock units or stock option grants to our executive officers. Restricted stock, restricted stock units and stock options are generally granted at meetings of the Compensation Committee or pursuant to a unanimous written consent of the Compensation Committee. The exercise price of a newly granted option is the closing price of our Common Stock on the date of grant. During the last completed fiscal year, we did not make any stock option awards to our NEOs during the period beginning on the four-business day before the filing of any Form 10-K, 10-Q or 8-K and ending one business day after the filing of such report that contained material nonpublic information (as defined in Item 402(x) of Regulation S-K). Accordingly, no tabular disclosure under Item 402(x)(2)(ii) of Regulation S-K is required.

  27. Summary Compensation Table

    Summary Compensation Table The following summary compensation table sets forth all compensation awarded to, earned by, or paid to our principal executive officers who served as such during 2024 (Brendan S. Jones), our principal financial officer who served as such during 2024 (Michael P. Rama) and our three most highly compensated executive officers other than our principal executive officer and principal financial officer who were serving as executive officers at the end of 2024 (Aviv Hillo, Harjinder Bhade and Michael C. Battaglia). We refer to these executive officers as our “named executive officers” or “NEOs.”

  28. Summary Compensation Table

    | | | Award Compensation | | | | | | | | | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(6) ($) | Option Awards(6) ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Brendan S. Jones(1) | 2024 | $775,000 | $75,000 | $467,790 | $- | $186,000 | $- | $39,850 | $1,543,640 | | President and Chief | 2023 | $681,759 | $75,000 | $258,875 | $- | $467,790 | $- | $29,917 | $1,513,341 | | Executive Officer | 2022 | $493,011 | $- | $1,184,859 | $- | $310,650 | $- | $64,242 | $2,052,762 | | Michael P. Rama(2) | 2024 | $446,450 | $- | $206,230 | $- | $86,920 | $- | $22,433 | $762,033 | | Chief Financial | 2023 | $423,056 | $- | $212,500 | $- | $206,230 | $- | $354,051 | $1,195,837 | | Officer | 2022 | $408,003 | $- | $701,807 | $- | $212,550 | $- | $282,646 | $1,605,006 | | Aviv Hillo(3) | 2024 | $443,375 | $- | $206,230 | $- | $86,100 | $- | $15,233 | $750,938 | | General Counsel and | 2023 | $423,000 | $- | $197,790 | $- | $206,230 | $- | $18,972 | $845,992 | | Executive Vice President - M&A | 2022 | $377,167 | $- | $701,807 | $- | $197,790 | $- | $52,206 | $1,328,970 | | Harjinder Bhade(4) | 2024 | $527,753 | $- | $301,800 | $- | $126,000 | $- | $16,530 | $972,083 | | Chief Technology | 2023 | $477,212 | $- | $218,000 | $- | $5,301,800 | $- | $29,917 | $6,026,929 | | Officer | 2022 | $403,602 | $- | $665,116 | $- | $218,000 | $- | $68,304 | $1,355,022 | | Michael C. Battaglia(5) | 2024 | $385,801 | $- | $215,711 | $- | $74,216 | $- | $34,784 | $710,512 | | Chief Operating Officer | 2023 | $327,515 | $- | $- | $- | $176,088 | $- | $29,917 | $533,520 |

  29. Summary Compensation Table

    | (1) Mr. Jones served as our President from February 2021 to January 2025 and as our Chief Executive Officer from May 2023 to January 2025. Included in Bonus for Mr. Jones is a cash signing bonus of $75,000 in 2024 and 2023 in accordance with his employment agreement. Included in All Other Compensation for Mr. Jones are (i) company-paid health insurance benefits of $34,850, $29,917 and $33,827 in 2024, 2023 and 2022, respectively; (ii) $5,000 in 2024 related to moving allowance in conjunction with the Company’s relocation of the headquarters from Miami Beach, Florida to Bowie, Maryland in 2024; and (iii) a tax gross-up of $0, $0 and $30,416 relating to the vesting of stock awards in 2024, 2023 and 2022, respectively. The 2022 tax gross-up payment was from the vesting of stock awards that were granted prior to the termination of such benefit. |

  30. Summary Compensation Table

    | (2) Mr. Rama has served as our Chief Financial Officer since February 2020. Included in All Other Compensation for Mr. Rama are (i) company-paid health insurance benefits of $22,433, $29,917 and $32,356 in 2024, 2023 and 2022, respectively and (ii) a tax gross-up of $0, $324,133 and $250,290 relating to the vesting of stock awards in 2024, 2023 and 2022, respectively. The 2023 and 2022 tax gross-up payment was from the vesting of stock awards that were granted prior to the termination of such benefit. | | (3) Mr. Hillo has served as our General Counsel since April 2018 and our Executive Vice President of Mergers & Acquisitions since May 2022. Included in All Other Compensation for Mr. Hillo are (i) company-paid health insurance benefits of $15,233, $18,972 and $19,256 in 2024, 2023 and 2022, respectively and (ii) a tax gross-up of $0, $0 and $32,950 relating to the vesting of stock awards in 2024, 2023 and 2022, respectively. The 2022 tax gross-up payment was from the vesting of stock awards that were granted prior to the termination of such benefit. | | (4) Mr. Bhade has served as our Chief Technology Officer since May 2021. Included in All Other Compensation for Mr. Bhade is company-paid health insurance benefits of $16,530, $29,917 and $32,356 in 2024, 2023 and 2022, respectively and (ii) a tax gross-up of $0, $0 and $35,948 relating to the vesting of stock awards in 2024, 2023 and 2022, respectively. The 2022 tax gross-up payment was from the vesting of stock awards that were granted prior to the termination of such benefit. | | (5) Mr. Battaglia served as our Chief Operating Officer from September 2023 to January 2025. Included in All Other Compensation for Mr. Battaglia is company-paid health insurance benefits of $34,784 and $29,917 in 2024 and 2023, respectively. | | (6) Represents stock and option awards granted in 2024, 2023 and 2022 pursuant to our 2018 Plan. The aggregate grant date fair value of such awards was calculated in accordance with FASB ASC Topic 718. These amounts do not represent actual amounts paid or to be realized. Amounts shown are not necessarily indicative of values to be achieved, which may be more or less than the amounts shown as awards are subject to time-based vesting. The assumptions used in calculating these amounts are discussed in Note 11 of the Notes to Consolidated Financial Statements included in the Original 10-K. |

  31. Grant of Plan-Based Awards

    Grant of Plan-Based Awards The following table sets forth information concerning grants of plan-based awards made by us during the year ended December 31, 2024 to each of the NEOs:

  32. Grant of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Options | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#)(1) | Options (#) | Awards ($/sh) | Awards ($) | | Brendan S. Jones | | $- | $465,000 | $- | - | - | - | - | - | $- | $- | | | 4/5/2024 | $- | $- | $- | - | - | - | 168,878 | - | $- | $467,790 | | Michael P. Rama | | $- | $205,000 | $- | - | - | - | - | - | $- | $- | | | 4/5/2024 | $- | $- | $- | - | - | - | 74,452 | - | $- | $206,230 | | Aviv Hillo | | $- | $205,000 | $- | - | - | - | - | - | $- | $- | | | 4/5/2024 | $- | $- | $- | - | - | - | 74,452 | - | $- | $206,230 | | Harjinder Bhade | | $- | $300,000 | $- | - | - | - | - | - | $- | $- | | | 4/5/2024 | $- | $- | $- | - | - | - | 108,954 | - | $- | $301,800 | | Michael C. Battaglia | | $- | $175,038 | $- | - | - | - | - | - | $- | $- | | | 1/25/2024(2) | $- | $- | $- | - | - | - | 16,107 | | $- | $39,623 | | | 4/5/2024 | $- | $- | $- | - | - | - | 63,570 | - | $- | $176,088 |

  33. Grant of Plan-Based Awards

    | (1) The size of each individual’s grant is determined after consideration of performance criteria established in the prior fiscal year. After the conclusion of each fiscal year, the members of the Compensation Committee review corporate performance goals established for the recently completed year. The Compensation Committee then adjusts the size of each individual’s grant in accordance with performance. With respect to grants made to Messrs. Jones, Battaglia and Bhade, 50% of the restricted stock vested on the first anniversary of the grant date with the remaining 50% vesting over a three-year period with 33-1/3% vesting on each anniversary of the grant date. Pursuant to their employment agreements, 50% of the annual grants for Messrs. Rama and Hillo vest immediately with the remaining 50% vesting over a three-year period with 33-1/3% vesting on each anniversary of the date of grant. All equity awards to our employees, including NEOs, and to directors have been granted and reflected in our financial statements, based upon the applicable accounting guidance, with the exercise price equal to the fair market value of one share of Common Stock on the grant date. | | (2) Due to a clerical error, Mr. Battaglia did not receive a grant of restricted stock units that he was entitled to receive. To correct the clerical error, the grant reflected represents the grant of restricted stock units that Mr. Battaglia was awarded to correct the clerical error. |

  34. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information on outstanding equity awards as of December 31, 2024 to the NEOs:

  35. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Brendan S. Jones | 02/25/2021 | 33,333 | - | - | $38.39 | 02/25/27 | - | $- | - | $- | | Brendan S. Jones | 04/12/2021 | 648 | - | - | $40.82 | 04/11/27 | - | $- | - | $- | | Brendan S. Jones | 02/25/2021 | 33,333 | - | - | $38.39 | 02/25/28 | - | $- | - | $- | | Brendan S. Jones | 04/12/2021 | 648 | - | - | $40.82 | 04/11/28 | - | $- | - | $- | | Brendan S. Jones | 02/25/2021 | 33,334 | - | - | $38.39 | 02/25/29 | - | $- | - | $- | | Brendan S. Jones | 04/12/2021 | 648 | - | - | $40.82 | 04/11/29 | - | $- | - | $- | | Brendan S. Jones(2) | 03/21/2022 | - | - | - | $- | - | 1,908 | $2,652 | - | $- | | Brendan S. Jones(3) | 03/15/2023 | - | - | - | $- | - | 11,135 | $15,478 | - | $- | | Brendan S. Jones(4) | 04/05/2024 | - | - | - | $- | - | 84,439 | $117,370 | - | $- | | Brendan S. Jones(5) | 04/05/2024 | - | - | - | $- | - | 84,438 | $117,369 | - | $- | | Michael P. Rama | 06/05/2020 | 50,000 | - | - | $2.20 | 02/07/26 | - | $- | - | $- | | Michael P. Rama | 06/05/2020 | 50,000 | - | - | $2.20 | 02/07/27 | - | $- | - | $- | | Michael P. Rama | 04/12/2021 | 885 | - | - | $40.82 | 04/11/27 | - | $- | - | $- | | Michael P. Rama | 06/05/2020 | 50,000 | - | - | $2.20 | 02/07/28 | - | $- | - | $- | | Michael P. Rama | 04/12/2021 | 885 | - | - | $40.82 | 04/11/28 | - | $- | - | $- | | Michael P. Rama | 04/12/2021 | 884 | - | - | $40.82 | 04/11/29 | - | $- | - | $- | | Michael P. Rama(2) | 03/21/2022 | - | - | - | $- | - | 2,067 | $2,873 | - | $- | | Michael P. Rama(3) | 03/15/2023 | - | - | - | $- | - | 9,142 | $12,707 | - | $- | | Michael P. Rama(5) | 04/05/2024 | - | - | - | $- | - | 37,227 | $51,746 | - | $- | | Aviv Hillo | 03/31/2019 | 3,879 | - | - | $3.13 | 03/31/27 | - | $- | - | $- | | Aviv Hillo | 04/12/2021 | 990 | - | - | $40.82 | 04/11/27 | - | $- | - | $- | | Aviv Hillo | 04/20/2020 | 16,517 | - | - | $1.83 | 04/20/27 | - | $- | - | $- | | Aviv Hillo | 04/12/2021 | 991 | - | - | $40.82 | 04/11/28 | - | $- | - | $- | | Aviv Hillo | 04/20/2020 | 16,286 | - | - | $1.83 | 04/20/28 | - | $- | - | $- | | Aviv Hillo | 04/12/2021 | 991 | - | - | $40.82 | 04/11/29 | - | $- | - | $- | | Aviv Hillo | 05/17/2022 | 12,441 | - | - | $15.70 | 05/17/28 | - | $- | - | $- | | Aviv Hillo | 05/17/2022 | 12,441 | - | - | $15.70 | 05/17/29 | - | $- | - | $- | | Aviv Hillo | 05/17/2022 | 12,441 | - | - | $15.70 | 05/17/30 | - | $- | - | $- | | Aviv Hillo(2) | 03/21/2022 | - | - | - | $- | - | 2,067 | $2,873 | - | $- | | Aviv Hillo(3) | 03/15/2023 | - | - | - | $- | - | 8,507 | $11,825 | - | $- | | Aviv Hillo(5) | 04/05/2024 | - | - | - | $- | - | 37,227 | $51,746 | - | $- | | Harjinder Bhade(2) | 03/21/2022 | - | - | - | $- | - | 2,544 | $3,481 | - | $- | | Harjinder Bhade(3) | 03/15/2023 | - | - | - | $- | - | 14,065 | $19,550 | - | $- | | Harjinder Bhade(4) | 04/05/2024 | - | - | - | $- | - | 54,477 | $75,723 | - | $- | | Harjinder Bhade(5) | 04/05/2024 | - | - | - | $- | - | 54,477 | $75,723 | - | $- | | Michael C. Battaglia | 05/6/2021 | 18,000 | - | - | $32.27 | 05/06/2027 | - | $- | - | $- | | Michael C. Battaglia | 05/6/2021 | 18,000 | - | - | $32.27 | 05/06/2028 | - | $- | - | $- | | Michael C. Battaglia | 05/6/2021 | 18,000 | - | - | $32.27 | 05/06/2029 | - | $- | - | $- | | Michael C. Battaglia(6) | 04/01/2022 | - | - | - | $- | - | 1,120 | $1,557 | - | $- | | Michael C. Battaglia(7) | 01/25/2024 | - | - | - | $- | - | 10,738 | $14,926 | - | $- | | Michael C. Battaglia(4) | 04/05/2024 | - | - | - | $- | - | 31,785 | $44,181 | - | $- | | Michael C. Battaglia(5) | 04/05/2024 | - | - | - | $- | - | 31,785 | $44,181 | - | $- |

  36. Outstanding Equity Awards at Fiscal Year-End

    | (1) Calculated by multiplying the number of shares of Common Stock by $1.39, which is the quoted market price per share of our Common Stock as of December 31, 2024. |

  37. Outstanding Equity Awards at Fiscal Year-End

    | (2) These shares vest in full on March 21, 2025, subject to immediate vesting upon an event constituting a change of control of the company. | | (3) These shares vest in two equal increments on March 15, 2025 and 2026, subject to immediate vesting upon an event constituting a change of control of the company. | | (4) These shares vest in full on April 5, 2025, subject to immediate vesting upon an event constituting a change of control of the company. | | (5) These shares vest in three equal increments on April 5, 2025, 2026 and 2027, subject to immediate vesting upon an event constituting a change of control of the company. | | (6) These shares vested in full on April 1, 2025. | | (7) These shares vest in two equal increments on April 1, 2025 and 2026, subject to immediate vesting upon an event constituting a change of control of the company. |

  38. Option Exercises and Stock Vested During 2024

    Option Exercises and Stock Vested During 2024 The following table sets forth information concerning the option exercises and stock awards vested of each of the NEOs during the year ended December 31, 2024:

  39. Option Exercises and Stock Vested During 2024

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired On Vesting | Value Realized on Vesting | | Name | (#) | ($) | (#) | ($) | | Brendan S. Jones | - | $- | 26,370 | $81,152 | | Michael P. Rama | - | $- | 16,085 | $48,710 | | Aviv Hillo | - | $- | 15,767 | $47,781 | | Harjinder Bhade | - | $- | 18,173 | $54,919 | | Michael C. Battaglia | - | $- | 12,218 | $28,853 |

  40. Pension Benefits

    Pension Benefits We have not adopted a pension plan and do not provide pension benefits to NEOs.

  41. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We have not adopted a non-qualified deferred compensation plan and do not provide non-qualified deferred compensation to NEOs.

  42. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, our company is providing the following information about the relationship between the annual total compensation of the company’s employees and the annual total compensation of the chief executive officer during the 2024 fiscal year. The CEO pay ratio figures below are a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. As of December 31, 2024, we had 594 employees, including 542 full-time employees. We determined the total annual compensation for our employees for the year ended December 31, 2024 using data from our payroll records for the month of December 2024, which we then extrapolated for the full year of 2024. The components of total annual compensation for our employees are the same as those used to determine the total compensation of our NEOs for the purposes of the Summary Compensation Table. Total annual compensation for our CEO during the 2024 fiscal year was annualized based on Mr. Jones’ employment agreement entered into in May 2023. We did not make any full-time equivalent adjustments for part-time employees. The results were then ranked, excluding the chief executive officer, from lowest to highest, and the median employee was identified. We then compared the total annual compensation of the median employee to that of the chief executive officer. The total annual compensation of the median employee for the year ended December 31, 2024 was $51,500. For the year ended December 31, 2024, the ratio of our chief executive officer’s total annual compensation to that of our median employee was approximately 29:1. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s total annual compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  43. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the following table describes the executive compensation for our Chief Executive Officer, who is our principal executive officer, the former Chief Executive Officer and the other NEOs, and our company’s performance for the five most recently completed fiscal years.

  44. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO – Michael D. Farkas(1) | Summary Compensation Table Total for PEO – Brendan S. Jones(2) | Compensation Actually Paid to PEO – Michael D. Farkas(3) | Compensation Actually Paid to PEO – Brendan S. Jones(3) | Average Summary Compensation Table Total for Non-PEO NEOs(4) | Average Compen- sation Actually Paid to Non-PEO NEOs(5) | Total Share- holder Return(6) | Peer Group Total Share- holder Return(7) | Net Loss (in thousands)(8) | Revenue (in thousands)(9) | | 2024 | $- | $1,543,640 | $- | $1,262,095 | $798,892 | $676,127 | $74.73 | $185.60 | $(198,132) | $126,197 | | 2023 | $11,137,081 | $1,513,341 | $8,317,523 | $1,022,033 | $2,150,570 | $1,998,564 | $182.26 | $148.09 | $(203,693) | $140,598 | | 2022 | $15,877,812 | $- | $4,187,889 | $- | $1,585,440 | $614,106 | $589.78 | $119.57 | $(91,560) | $61,139 | | 2021 | $18,003,751 | $- | $9,729,230 | $- | $1,595,865.25 | $563,947 | $1,425.27 | $155.03 | $(55,119) | $20,940 | | 2020 | $943,757 | $- | $5,402,379 | $- | $622,999 | $4,749,775 | $2,298.39 | $135.68 | $(17,846) | $6,231 |

  45. Pay Versus Performance

    | (1) During fiscal year 2020, 2021, 2022 and part of fiscal year 2023, Mr. Farkas served as our Principal Executive Officer (“PEO”). The dollar amounts reported in this column are the amounts of total compensation reported for each corresponding year in the Total column of the Summary Compensation Table. |

  46. Pay Versus Performance

    | (2) During part of fiscal year 2023, Mr. Jones served as our PEO. The dollar amounts reported in this column are the amounts of total compensation reported for each corresponding year in the Total column of the Summary Compensation Table. |

  47. Pay Versus Performance

    | (3) The dollar amounts reported in this column represent the amount of “compensation actually paid” to Messrs. Farkas and Jones as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Messrs. Farkas and Jones during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Jones’ total compensation for 2024 to determine the compensation actually paid: |

  48. Pay Versus Performance

    | Mr. Jones | 2024 | | Summary Compensation Table Total | $1,543,640 | | Less, Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(467,790) | | Plus, Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $234,740 | | Plus, Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $(26,085) | | Plus, Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | $0 | | Plus, Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(22,410) | | Less, Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | | Compensation Actually Paid | $1,262,095 |

  49. Pay Versus Performance

    | (4) The dollar amounts reported represent the average of the amounts reported for the company’s NEOs as a group (excluding Mr. Jones for 2024) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs (excluding Mr. Jones for 2024) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024 and 2023, Michael Rama, Aviv Hillo, Harjinder Bhade and Michael Battaglia; (ii) for 2022 and 2021, Brendan Jones, Michael Rama, Aviv Hillo and Harjinder Bhade; and (iii) for 2020, Brendan Jones and Michael Rama. |

  50. Pay Versus Performance

    | (5) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group as identified in footnote 4 above, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average of compensation earned by or paid to these NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for these NEOs as a group for 2024 to determine the compensation actually paid. |

  51. Pay Versus Performance

    | Average Non-PEO NEOs | 2024 | | Summary Compensation Table Total | $798,892 | | Less, Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(232,493) | | Plus, Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $89,556 | | Plus, Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $(24,293) | | Plus, Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | $53,329 | | Plus, Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(8,864) | | Less, Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | | Average Compensation Actually Paid to Non-PEO NEOs | $676,127 |

  52. Pay Versus Performance

    | (6) Cumulative total shareholder return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the share price at the end and the beginning of the measurement period by the share price at the beginning of the measurement period. For purposes of these amounts, the beginning of the measurement period is December 31, 2020. |

  53. Pay Versus Performance

    | (7) Represents the weighted peer group total shareholder return, weighted according to the respective companies’ respective stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published index: MSCI ACWI: Electrical Equipment. The 2022 proxy statement misidentified the MSCI ACWI: Electrical Equipment as the S&P 500 index. |

  54. Pay Versus Performance

    | (8) The dollar amounts reported represent the amount of net income reflected in our company’s audited financial statements for the applicable year. |

  55. Pay Versus Performance

    | (9) This column is the “Designated as the Company-Selected Measure,” which in the registrant’s assessment represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the registrant to link compensation actually paid to the registrant’s NEOs, for the most recently completed fiscal year, to company performance. |

  56. Relationships Between Certain Data in the Pay Versus Performance Table

    Relationships Between Certain Data in the Pay Versus Performance Table

  57. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return The following chart sets forth the relationship between (i) our company’s cumulative total shareholder return over the five most recently completed fiscal years and the MSCI ACWI: Electrical Equipment index’s cumulative total shareholder return over the same period, and (ii) the compensation actually paid to our PEO and the average compensation actually paid to our Non-PEO NEOs.

  58. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between compensation actually paid to our PEO, the average compensation actually paid to our Non-PEO NEOs and our net income during the five most recently completed fiscal years.

  59. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Revenue

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Revenue The following chart sets forth the relationship between compensation actually paid to our PEO, the average compensation actually paid to our Non-PEO NEOs and our revenue during the five most recently completed fiscal years.

  60. Director Compensation Discussion

    Director Compensation Discussion

  61. Compensation of Directors

    Compensation of Directors The following table provides information for 2024 regarding all compensation awarded to, earned by or paid to each person who served as a director for all or some portion of 2024:

  62. Compensation of Directors

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation ($) | Total ($) | | Martha J. Crawford | $5,435 | $- | $- | $- | - | $- | $5,435 | | Jack Levine | $105,000 | $150,000 | $- | $- | - | $- | $255,000 | | Ritsaart J.M. van Montfrans | $158,700 | $180,000 | $- | $- | - | $- | $338,700 | | Mahidhar (Mahi) Reddy(2) | $- | $- | $- | $- | - | $137,191 | $137,191 | | Kristina A. Peterson | $97,500 | $150,000 | $- | $- | - | $- | $247,500 | | Cedric L. Richmond | $100,000 | $150,000 | $- | $- | $- | $- | $250,000 | | Total | $466,635 | $630,000 | $- | $- | $- | $137,191 | $1,233,826 |

  63. Compensation of Directors

    | (1) Mr. van Montfrans was awarded 48,649 restricted stock units representing a contingent right to receive one share of Common Stock and Messrs. Levine and Richmond and Ms. Peterson were each awarded 40,541 restricted stock units representing a contingent right to receive one share of Common Stock. These awards were granted on July 18, 2024 pursuant to the 2018 Incentive Compensation Plan with respect to service as a director during 2024-2025. The restricted stock units vest upon the earlier of (a) July 18, 2025 or (b) the date immediately preceding the next annual meeting of the stockholders of our company. |

  64. Compensation of Directors

    | (2) Mr. Reddy was elected to our Board on July 29, 2022. The compensation reported for Mr. Reddy in this table is for compensation he received as an employee. Employee members of the Board are not paid separate compensation for serving on the Board. Mr. Reddy did not stand for reelection to the Board at the July 16, 2024 annual meeting of stockholders. |

  65. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board has nominated each of the five individuals identified below to stand for election at the Annual Meeting. The Board nominees, current committee involvement and certain other relevant information is set forth below:

  66. ELECTION OF DIRECTORS

    | Name | Age | Director Since | Audit Committee | Compensation Committee | Nominating, Corporate Governance & Sustainability Committee | Growth & Strategy Committee | | Ritsaart J.M. van Montfrans | 53 | 2019 | X | X (Chair) | X | X | | Michael C. Battaglia | 54 | 2025 | | | | X | | Aviv Hillo | 60 | 2023 | | | | X | | Jack Levine | 74 | 2019 | X (Chair) | X | X | | | Martha J. Crawford | 57 | 2024 | | X | | X (Chair) |

  67. ELECTION OF DIRECTORS

    Pursuant to our Bylaws, only our Board will be able to fill any vacancies on the Board until the next succeeding Annual Meeting of Stockholders. Each director’s term continues until the election and qualification of such director’s successor, or such director’s earlier death, resignation or removal. Between successive annual meetings, the Board has the power to appoint one or more additional directors, but not more than half the number of directors fixed at the last stockholder meeting at which directors were elected. With respect to Proposal 1, you may vote FOR all nominees, WITHHOLD your vote as to all nominees, or FOR all nominees except those specific nominees from whom you WITHHOLD your vote. The nominees receiving the most FOR votes will be elected. A properly executed proxy marked WITHHOLD with respect to the election of one or more directors will not be voted with respect to the director or directors indicated.

  68. Nominees for Election at this Annual Meeting

    Nominees for Election at this Annual Meeting Set forth below is biographical information for each nominee and a summary of the specific qualifications, attributes, skills and experiences which led our Board to conclude that each nominee should serve on the Board at this time. All of our nominees meet the qualifications and skills of our Board of Directors Corporate Governance Guidelines – Criteria for Director Nomination. There are no family relationships among any of our nominee directors or among any of our nominee directors and our executive officers. Brendan S. Jones, Cedric L. Richmond and Kristina A. Peterson are not standing for reelection to the Board at this Annual Meeting. The Board has determined to reduce the number of directors on the Board to five members following the Annual Meeting.

  69. Ritsaart J.M. van Montfrans

    Ritsaart J.M. van Montfrans Ritsaart J.M. van Montfrans became a member of our Board in December 2019 and was named the Chairman of the Board in May 2023. He is an experienced entrepreneur in Europe. He is currently the Chief Executive Officer of Incision Group, a medtech scale-up in team performance and education, since January 2017, and co-founded and led ScaleUpNation, a growth accelerator for ventures with large scale-up potential, from February 2016 to January 2017, each in Amsterdam, the Netherlands. In February 2009, Mr. van Montfrans founded NewMotion, which grew to become the leading service provider for electric vehicles in Europe, with the largest network of charging stations. Mr. van Montfrans served as Chief Executive Officer and International Business Development Director of NewMotion until February 2016, shortly before the company was purchased by Royal Dutch Shell. Prior to NewMotion, Mr. van Montfrans was a partner of H2 Equity Partners, an investment firm in Amsterdam, from September 2002 to February 2009, an engagement manager at McKinsey & Co. in Amsterdam from May 1999 to September 2002, and an associate in the mergers and acquisitions group of J.P. Morgan in London. Mr. van Montfrans received a Master of Business Administration degree from the University of Groningen in the Netherlands. Mr. van Montfrans brings extensive EV charging industry knowledge and a deep background in technology growth companies, mergers and acquisitions, and capital market activities. His leadership of NewMotion and in-depth knowledge of the EV charging market and broad range of companies in the industry (with a focus on Western Europe) make him well qualified to be a member of the Board.

  70. Michael C. Battaglia

    Michael C. Battaglia Effective February 1, 2025, Michael C. Battaglia was appointed to be our President and Chief Executive Officer and was elected as a member of our Board. Mr. Battaglia is an automotive and EV charging veteran with more than 25 years of experience in the industry and has expertise in building high performing sales and operations teams. Prior to joining our company, Mr. Battaglia served in various management positions for J.D. Power from March 2006 to July 2020, assisting automotive OEMs and retailers improve operations through data-driven insights, analyses and consulting services. Prior to J.D. Power, Mr. Battaglia held various sales and management positions with SmartDisk Corporation and Toyota Motor Sales USA. Mr. Battaglia joined our company as Vice President of Sales in August 2020. In January 2021, Mr. Battaglia was promoted to Senior Vice President of Sales and Business Development, and, in December 2022, he was promoted to Chief Revenue Officer. In September 2023, Mr. Battaglia was promoted to Chief Operating Officer. Throughout his time with our company, Mr. Battaglia has worked closely with the operations and finance teams to streamline systems and processes related to order processing and fulfillment, customer support structures, and new product procurement, which has led to increases in the company’s operational efficiency. Mr. Battaglia received a B.S. degree in finance from the Carroll School of Management at Boston College. Mr. Battaglia’s more than 25 years of day-to-day operational experience in the EV charging and automotive industries and in-depth knowledge in the areas of EV charging sales, technology and infrastructure development make him well qualified as a member of the Board.

  71. Aviv Hillo

    Aviv Hillo Aviv Hillo has served as our General Counsel since June 2018 and Executive Vice President of Mergers & Acquisitions since May 2022. He became a member of our Board in July 2023. Prior to joining our company, Mr. Hillo practiced law in New York and Israel as a partner in the law firm Schechter Hillo, which he founded in October 2004. Mr. Hillo has also been involved in starting and operating new businesses. He served as Chief Executive Officer of K-Lawyers.com, an internet legal platform, from February 2016 to June 2018, co-founder and general counsel of Ariel Photonics Assembly Ltd., a developer of lasers for defense applications, from September 2007 to September 2015, and in-house counsel at LSL Biotechnologies, Inc., a developer of seeds with long shelf-life qualities, from March 1998 to April 2006. Mr. Hillo received his law degree from Tel Aviv University in Israel and a Master of Laws degree (cum laude) from Fordham University in New York, where he specialized in banking, corporate and finance law. Mr. Hillo is a member of the New York State Bar Association, the Israeli Bar Association and is certified to practice as in-house counsel in Florida. Mr. Hillo is a veteran of the Israeli Defense Forces where he retired as a ranked Major. Mr. Hillo is well qualified to serve as a member of our Board due to his substantial knowledge and more than 30 years of working experience in corporate controls and governance, corporate litigation and mergers and acquisitions.

  72. Jack Levine

    Jack Levine Jack Levine became a member of our Board in December 2019 where he serves as the Chair of the Audit Committee. He has been the President of Jack Levine, PA, a certified public accounting firm, since 1984. For more than 35 years, he has been advising corporations on financial and accounting matters and serving as an independent director on numerous boards, frequently as head of their audit committees. Since June 2021, Mr. Levine has served as a director, chairman of the audit committee and as a qualified SEC financial expert of Strawberry Fields REIT, Inc. (NYSE: STRW), a public company specializing in the acquisition, ownership and triple net leasing of skilled nursing facilities and other post-acute healthcare properties. In addition, Mr. Levine is currently a director and chairman of the audit committee of SignPath Pharma, Inc., a development-stage biotechnology company, since 2010. Mr. Levine’s previous board memberships included Provista Diagnostics, Inc., a cancer detection and diagnostics company focused on women’s cancer, from 2011 to 2018 (also serving as chairman of its audit committee); Biscayne Pharmaceuticals, Inc., a biopharmaceutical company discovering and developing novel therapies based on growth hormone-releasing hormone analogs; Grant Life Sciences, a research and development company focused on early detection of cervical cancer, from 2004 to 2008 (also serving as chairman of its audit committee); and Pharmanet, Inc., a global drug development services company providing a comprehensive range of services to pharmaceutical, biotechnology, generic drug and medical device companies, from 1999 to 2007 (also serving as chairman of its audit and other committees). Mr. Levine also served as a director and audit committee chair of Beach Bank, a community bank, from 2000 to 2006, Prairie Fund, a mutual fund, from 2000 to 2006, and Bankers Savings Bank, a community bank, from 1996 to 1998, and was a member of the audit committee of Miami Dade County School Board, the nation’s third largest school system, from 2004 to 2006. Mr. Levine is a certified public accountant licensed by the States of Florida and New York. He also is a member of the National Association of Corporate Directors, Association of Audit Committee Members and American Institute of Certified Public Accountants. Mr. Levine received a B.A. degree from Hunter College of the City University of New York and an M.A. from New York University. Mr. Levine demonstrates extensive knowledge of complex financial, accounting, tax and operational issues highly relevant to our growing business. Through his decades of service as a board member, he also brings significant working experience with public company best practices.

  73. Martha J. Crawford

    Martha J. Crawford Martha J. Crawford joined our Board in December 2024. During her 25-year executive career, she held C-suite positions in multi-national corporations in chemicals, energy, and environmental services companies. An internationally recognized technologist and business leader, Dr. Crawford works with top private equity funds to build and scale environmental infrastructure companies. Dr. Crawford is an Operating Partner at Macquarie Asset Management (“MAM”), a leading private equity fund in the infrastructure domain ($80 billion in assets under management), and serves on the boards of two MAM-owned companies in the waste management sector since 2021. From 1997 to 2016, Dr. Crawford led a distinguished career in France, where she was Global VP of Research and Development (“R&D”) for Air Liquide and Areva (now Orano). Dr. Crawford led international R&D operations and was responsible for major developments of decarbonization technologies, including offshore wind and large-scale solar, Hydrogen for energy storage and propulsion, and carbon capture and sequestration. Dr. Crawford has previously served on the boards of three EURONEXT-listed public companies: Altran Technologies (engineering and R&D services), Ipsen SA (biopharmaceutical) and Suez SA (water and waste management, and decentralized energy). Dr Crawford was knighted by President Sarkozy in 2014 for her contributions to the greening of industry in France. Dr. Crawford earned MS and PhD degrees in Chemical and Environmental engineering from Harvard University (1994, 1997), with most of her coursework at MIT. She also holds an M.B.A. from the French Collège des Ingénieurs (1998) and an Executive Certificate in Private Equity and Venture Capital from Columbia Business School (2022). Dr. Crawford served on the faculty of Harvard Business School from 2016-2019, teaching courses on corporate governance and ethics, and on innovation in the clean energy sector. An international businesswoman and recognized expert on technological innovation, Dr. Crawford brings corporate C-suite experience from industry and energy sectors, and significant experience with innovation and commercialization of clean technologies. In addition, she brings 15 years of experience serving on public boards, making her highly qualified to serve on our Board. There are no family relationships among any of our directors and executive officers. THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE FIVE NOMINEES NAMED ABOVE. PROXIES WILL BE VOTED “FOR” THE ELECTION OF THE NOMINEES UNLESS OTHERWISE SPECIFIED.