Effective April 27, 2022, Noah Verleun, age 39, the current Executive Vice President of Development & Regulatory Affairs of Global Clean Energy Holdings, Inc.
(“GCEH,” or the “Company”),
was promoted to GCEH’s President.
Before joining GCEH in 2010, Mr. Verleun worked for JP Morgan PWM, Rockefeller University in its office of investments, and OC&C Strategy Consultants in London. He received a Bachelor of Science in Economics and a Master of Public Policy degree from the University of Southern California.
In connection with his appointment as President of the Company, Mr. Verleun entered into a new three-year employment agreement as of April 27, 2022
. Under his employment agreement Mr. Verleun is entitled to an annual base salary of $450,000 per year for the first twelve months of his employment. Thereafter, his annual base salary will be increased consistent with the Company’s compensation plans for its senior executives.
Mr. Verleun will also be eligible to participate in the Company’s annual bonus plan, pursuant to which he will have the opportunity to earn an annual cash bonus of up to one hundred percent (100%) of his annual base salary based on the achievement of certain specified objectives.
In connection with his new employment agreement, Mr. Verleun was granted a stock option to purchase 1,200,000 shares of Common Stock under the Company’s 2020 Equity Incentive Plan. The option has a five-year term, and an exercise price of $3.60 per share, which was the market closing price of the Company’s stock on the business day before the effective date of the employment agreement. The foregoing option will vest as follows: (A) 50% in three equal tranches of 200,000 after GCEH’s common stock price has achieved and maintained (i) $10.00 per share for 45 consecutive trading days for tranche one; (ii) after tranche one has vested, $15.00 per share for 45 consecutive trading days for tranche two; and (iii) after tranche two has vested, $20.00 per share for 45 consecutive trading days, for tranche three; and (B) 50% will vest in equal quarterly installments on the last day of each of the next 12 quarters beginning on June 30, 2022.
The issuance of the option is subject to the Company’s shareholders voting to approve Proposal II (
Amendment to 2020 Equity Incentive Plan
) at the Company’s annual meeting on June 23, 2022;
provided
, if the shareholders do not approve such Proposal II, then the Company shall take such actions are necessary as promptly as practicable to issue Mr. Verleun the option under a separate plan. No portion of the option will be exercisable until the earlier of the adoption of Proposal II by the Company’s shareholders or issuance of a separate plan by the Company for the option.