8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 17, 2022

Romeo Power, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38795	83-2289787
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4380 Ayers Avenue Vernon, CA 90058	90058
(Address of principal executive offices)	(Zip Code)

(833) 467-2237

(Registrant’s telephone number, including area code)

Not Applicable 

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	RMO	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 18, 2022, Romeo Power, Inc. (the “Company”) announced that Anne Devine has been appointed to serve as its Chief Operating Officer, effective as of January 17, 2022. Ms. Devine succeeds Criswell Choi who departed from the Chief Operating Officer position, effective as of January 17, 2022, and will leave the Company after a four week transition period to pursue other opportunities. Upon his departure from the Company, Mr. Choi will be eligible to receive certain severance benefits pursuant to the Company’s Executive Severance and Change in Control Plan, including payment of base salary and reimbursement of premium payments for continuation coverage under the Company’s health plan (less the employee portion of such coverage as in effect on the date of the participant’s termination of employment), in each case for a period of twelve months. Such payments will be contingent on the participant signing and not revoking a release of claims in the form prescribed by the Company.

Prior to joining the Company, Ms. Devine, age 48, held various roles at UGN, Inc. from March 2013 to January 2022, including Director of Program Management, Supplier Development Manager and, most recently, Plant Manager. At UGN, Inc., Ms. Devine was responsible for managing all aspects of Tier 1 Interior Acoustic Plant Operations, managed a 250,000 square foot facility with 300 non-union hourly/salaried team members, and oversaw the production of over 100 product lines. Prior to that, Ms. Devine was a Supplier Development Manager for Navistar from June 2021 to March 2013. Ms. Devine also held various positions, most recently Purchasing Manager, during her tenure at Ford Motor Company which began in June 2007 and ended in March 2012, she worked as an industrial engineer for DaimlerChrysler from September 1999 to October 2000 and previously held engineering and project manager roles at Thomas & Betts and Delphi Chassis Systems. Ms. Devine has 25 years of diverse experience in operational and manufacturing management, bringing unique automotive industry experience to the Company. Ms. Devine holds a Master of Science degree in Engineering Management from the University of Michigan and a Bachelor of Science degree in Industrial Engineering from GMI Engineering & Management Institute (Kettering University).

Ms. Devine will earn an annual base salary of $375,000 and receive a signing bonus of $50,000. She will also be eligible for reimbursement of up to $50,000 of relocation expenses. In addition, subject only to formal approval by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), Ms. Devine will receive a one-time equity grant with a value of approximately $600,000, based on the trailing 100 trading day average closing price of the Company’s stock ending on the date of grant. 75% of the one-time equity grant will be in the form of performance stock units and the remaining 25% of the award will be in the form of restricted stock units. Ms. Devine will be entitled to an annual bonus of 60% of her base salary if both she and the Company succeed in meeting their annual individual and financial objectives, respectively, and Ms. Devine remains employed through the bonus payment date. Subject to formal approval of the Compensation Committee, Ms. Devine will receive an annual grant of the Company’s common stock equal to a target of approximately $600,000, based on the trailing 100 trading day average closing price of the Company’s stock ending on the date of grant. 75% of the annual stock award will be in the form of performance stock units, which will vest at the end of a three-year performance cycle, subject to the satisfaction of the performance criteria. The remaining 25% of the award will be in the form of restricted stock units, which will vest ratably over three years with one third vesting on the first anniversary of the grant date and the remainder vesting ratably each quarter of the last two years. Additionally, Ms. Devine will be eligible to participate in the Company’s Executive Severance and Change in Control Plan and the Company’s employee benefit plans and programs generally available to all employees.

The selection of Ms. Devine to serve as Chief Operating Officer was not made pursuant to any arrangement or understanding with any other person. There are no family relationships between Ms. Devine and any director or executive officer of the Company and Ms. Devine does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.

The full text of the press release announcing the appointment of Ms. Devine and the departure of Mr. Choi is filed herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

99.1	Press release, dated January 18, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ROMEO POWER, INC.
Date:	January 18, 2022	By:	/s/ Matthew Sant
		Name:	Matthew Sant
		Title:	General Counsel and Secretary

EX-99.1

Exhibit 99.1

ROMEO POWER ANNOUNCES APPOINTMENTS TO KEY EXECUTIVE LEADERSHIP ROLES

Appointment of Chief Operating Officer and Chief People Officer solidifies Romeo’s new leadership team

1/18/2022

LOS ANGELES -- (BUSINESS WIRE) -- Romeo Power, Inc. (“Romeo Power” or the “Company”) (NYSE: RMO), an energy technology leader delivering advanced electrification solutions for complex commercial vehicle applications, today announced that it has named Anne Devine as Chief Operating Officer and Rose Rogers as Chief People Officer. In their new executive roles Mses. Devine and Rogers will report directly to Chief Executive Officer Susan Brennan.

As Chief Operating Officer (“COO”), Ms. Devine will be responsible for managing Romeo’s operating and production capabilities, driving operational excellence across the company, improving operating efficiencies, and positioning the Company to scale for increased capacity and growth. Ms. Devine will replace Criswell Choi, who will leave Romeo after a four-week transition period to pursue other opportunities. In her role as Chief People Officer (“CPO”), Ms. Rogers will lead the Company’s Human Resources function where she will be responsible for implementing a comprehensive organizational strategy, leading talent acquisition and management, and for driving strategic development of the Company’s leadership and culture.

Management Commentary

“Over the last several months we have transformed our leadership, and I’m thrilled to add two more high-profile executives to our team here at Romeo Power. Both Anne and Rose bring decades of strong managerial and leadership experience developed at leading institutions, and we look forward to the contributions they will be making in two critical functional areas – operations and talent development,” said Susan Brennan, Chief Executive Officer of Romeo Power. “Their respective experience and expertise will be vitally important to Romeo Power’s strategic development as the Company prepares to foster its next phase of growth in the months and years ahead. I’d also like to thank Criswell Choi for his contributions in helping the company transform its early technology position into a commercial reality and wish him well in his future endeavors.”

Brennan concluded, “Over the last year Romeo Power has strengthened its corporate foundation, worked to increase its value to its customers within the EV technology ecosystem, and enhanced our operations. We are proud to have built a best-in-class executive management team and believe that we have the right combination of leadership and resources in place to successfully execute our growth strategy and capitalize on the opportunities to profitably expand access to green technology and energy solutions.”

About Rose Rogers

Rose Rogers began in her position as CPO on January 5th, 2022. Prior to joining Romeo Power, Ms. Rogers served as the Vice President and Chief Human Resources Officer at Ducommun Incorporated in Santa Ana, California. Ms. Rogers brings over 30 years of diverse human resources experience to the senior leadership team, with proven expertise in steering organizations through both periods of accelerated growth as well as business transformations, global manufacturing, union and non-unionized operations, and aligning a Company’s human resources strategy with its business strategy. Ms. Rogers holds a Bachelors of Arts in Business Administration and Management from California State University, Long Beach.

About Anne Devine

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Anne Devine began in her role as COO on January 17th, 2022. Prior to joining Romeo Power, Ms. Devine has 25 years of diverse experience in operational and manufacturing management, bringing unique automotive industry experience from tenures with UGN, Navistar Ford Motor Company and others. Ms. Devine holds a Masters of Science in Engineering Management from the University of Michigan and a Bachelor of Science from GMI Engineering & Management Institute.

Forward Looking Statements

Certain statements in this press release may constitute “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements, including, without limitation, express or implied statements concerning the Company’s ability to attract and retain key personnel, the Company’s ability to secure and maintain agreements with cell suppliers and OEMs, the Company’s ability to validate key suppliers, the Company’s expectations regarding its future financial performance, the demand for safe, effective, affordable and sustainable EV products, and the Company’s ability to produce and deliver such products are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Romeo Power’s management’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: Romeo Power’s ability to execute on its plans to develop and market new products and the timing of these development programs; Romeo Power’s estimates of the size of the markets for its products; the rate and degree of market acceptance of Romeo Power’s products; the success of other competing technologies that may become available; Romeo Power’s ability to identify and integrate acquisitions; the performance of Romeo Power’s products and customers; potential litigation involving Romeo Power; demand for battery cells and supply shortages; the potential effects of COVID-19; and general economic and market conditions impacting demand for Romeo Power’s products. You should carefully consider the foregoing factors and the other risks and uncertainties described in the Company’s filings with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from those implied by our forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Romeo Power undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

About Romeo Power, Inc.

Founded in 2016 and headquartered in Los Angeles, California, Romeo Power (NYSE: RMO) is an energy technology leader delivering advanced electrification solutions for complex commercial vehicle applications. The Company’s suite of advanced hardware, combined with its innovative battery management system, delivers the safety, performance, reliability and configurability its customers need to succeed. Romeo Power's 113,000 square-foot manufacturing facility brings its flexible design and development process in-house to pack the most energy dense modules on the market. To keep up with everything Romeo Power, please follow the Company on social @romeopowerinc or visit https://romeopower.com.

Contacts:

For Investors:

Joe Caminiti or Ashley Gruenberg

Alpha IR Group

RMO@alpha-ir.com

312-445-2870

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XML

Cover	Jan. 17, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 17, 2022
Entity Registrant Name	Romeo Power, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38795
Entity Tax Identification Number	83-2289787
Entity Address, Address Line One	4380 Ayers Avenue
Entity Address, City or Town	Vernon,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90058
City Area Code	833
Local Phone Number	467-2237
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	RMO
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001757932