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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
February 7, 2020, Jonathan New advised Blink Charging Co. (the “Company”) of his resignation as Chief Financial Officer
of the Company and from any other positions he held with the Company, effective February 10, 2020. Mr. New’s departure was
not in connection with any disagreement relating to the Company’s operations, policies, or practices.
In
connection with Mr. New’s resignation, and effective as of February 10, 2020, the Company’s Board of Directors (the
“Board”) appointed Michael P. Rama as the Company’s Chief Financial Officer.
Mr.
Rama, age 53, has acted as an independent financial consultant since July 2019 and previously 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 August 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.
In
connection with Mr. Rama’s appointment as Chief Financial Officer, the Board approved an Employment Offer Letter with Mr.
Rama (the “Offer Letter”), which was executed on February 7, 2020. Pursuant to the Offer Letter, Mr. Rama agreed to
devote his full business efforts and time to the Company as its Chief Financial Officer. The Offer Letter extends for a term expiring
on February 10, 2022, and is automatically renewable for an additional one-year period. The Offer Letter provides that Mr. Rama
is entitled to receive an annual base salary of $300,000, payable in regular installments in accordance with the Company’s
general payroll practices. Mr. Rama will be eligible for an annual performance cash bonus of 25% of his base salary based on the
satisfaction of certain key performance indicators set with the Board’s Compensation Committee. Mr. Rama will be entitled
to receive equity awards under the Company’s 2018 Incentive Compensation Plan with an aggregate annual award value equal
to 50% of his base salary in the form of restricted stock and stock options. Mr. Rama has also received a $50,000 cash signing
bonus.
If
Mr. Rama’s employment is terminated by the Company other than for Cause (which includes willful material misconduct
and willful failure to materially perform his responsibilities to the Company), he is entitled to receive severance equal to up
to 12 months of his base salary. If there is a buy-out or a “change of control,” Mr. Rama will also be entitled to
obtain his base salary for a period of 12 months as a severance payment. Mr. Rama is entitled to vacation and other employee benefits
in accordance with the Company’s policies.
As
part of executing the Offer Letter, Mr. Rama entered into the Company’s standard Employee Confidentiality and Assignment
of Inventions Agreement prohibiting Mr. Rama from disclosure of confidential information regarding the Company, restricting Mr.
Rama from engaging in any activities competitive with the Company’s business and confirming that all intellectual property
developed by Mr. Rama relating to the Company’s business constitutes the Company’s exclusive property.
Other
than as described above, there are no related party transactions between the Company and Mr. Rama and Mr. Rama is not related
to any existing member of the Board or any executive officer of the Company. There is no arrangement or understanding between
Mr. Rama and any other persons or entities pursuant to which Mr. Rama was appointed as the Chief Financial Officer.