8-K
5E Advanced Materials, Inc. (FEAM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 25, 2022
5E Advanced Materials, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41279 | 87-3426517 |
|---|---|---|
| (State or other jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>file number) | (I.R.S. Employer<br> <br>Identification No.) |
19500 State Highway 249, Suite 125, Houston, Texas 77070
(Address of principal executive offices, zip code)
Registrant’s telephone number, including area code: (346) 439-9656
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:
| ☐ | Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communication 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<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock | FEAM | Nasdaq Global Select Market |
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 Principal Officers; Election of Directors; Appointment of Principal Officers. |
|---|
Appointment of Patricia Mishic O’Brien, H. Keith Jennings, and Graham van’t Hoff to the Board of Directors
On October 25, 2022, the Board of Directors (the “Board”) of 5E Advanced Materials, Inc. (“5E” or the “Company”) announced that it has appointed Ms. Patricia Mishic O’Brien, Mr. H. Keith Jennings , and Mr. Graham van’t Hoff, and as directors of the Board, effective October 25, 2022. The Board has also determined to appoint Ms. Patricia Mishic O’Brien to the Compensation Committee and as Chair of the Nominating and Corporate Governance Committee, to appoint Mr. Jennings to the Compensation Committee and as Chair of the Audit Committee, and Mr. van’t Hoff to the Nominating and Corporate Governance Committee and as Chair of the Compensation Committee. Ms. Mishic O’Brien’s service as a director will commence on October 25, 2022, pursuant to an Offer Letter (the “Mishic O’Brien Offer Letter”) attached hereto as Exhibit 10.1. Mr. Jenning’s service as a director will commence on October 25, 2022, pursuant to an Offer Letter (the “Jennings Offer Letter”) attached hereto as Exhibit 10.2. Mr. van’t Hoff’s service as a director will commence on October 25, 2022, pursuant to an Offer Letter (the “van’t Hoff Offer Letter”) attached hereto as Exhibit 10.3.
Ms. Mishic O’Brien, age 57, is an experienced Director and Chief Commercial Officer with demonstrated expertise in profitable business growth through market disruption, digital transformation, innovation and mergers and acquisitions. Ms. Mishic O’Brien was most recently the Chief Commercial Officer at CoorsTek, Inc., a global manufacturer of engineered ceramics for industries including green energy, semiconductors, aerospace, defense, medical devices and electric vehicles. Prior to that role, Ms. Mishic O’Brien was Chief Marketing Officer and Executive VP for A. Schulman, Inc. (Nasdaq: SHLM) later acquired by LyondellBasell Company (NYSE:LYB) and a Global Director of Marketing Excellence for Dow Inc. (NYSE:DOW). Ms. Mishic O’Brien holds an MBA from the University of Akron and a Bachelor of Science, Business Administration (Honors) from Youngstown State University.
Mr. Jennings, age 52, has over 30 years experience as a global business leader with a focus on finance across the pharmaceuticals, genomics, chemicals, fuels and energy sectors. Mr. Jennings most recently served as Executive Vice President and Chief Financial Officer of Weatherford International (NASDAQ: WFRD). Prior to this, Executive Vice President and Chief Financial Officer of Calumet Specialty Products Partners (NASDAQ: CLMT), the Vice President, Finance and Vice President & Treasurer of Eastman Chemical Company (NYSE: EMN). He also served as the Vice President & Treasurer of Cameron International (NYSE: CAM). Mr. Jennings holds a Bachelor of Commerce from the University of Toronto and an MBA from Columbia University and is a Chartered Professional Accountant.
Mr. van’t Hoff, age 60, is a global business executive with a 35 year career focused on business restructuring and growth with a track record of scaling business and driving growth through business disruption, restructures, technology integration and tight project management disciplines. Mr. van’t Hoff finished his 35 year career with Royal Dutch Shell PLC (NYSE: SHEL) as the Executive Vice President of Global Chemicals where he was responsible for the company’s $25 billion global chemicals business over a seven year period of record profitability. Prior to this role, he held the positions of Chairman, Shell UK, Executive Vice President, Alternative Energies and CO2 and Vice President, Base Chemicals. Mr. van’t Hoff holds a Bachelor of Arts and Master of Arts in Chemistry from Oxford University, UK and a Master of Business Management with distinction from Alliance Manchester Business School, UK.
Ms. Mishic O’Brien, Mr. Jennings, and Mr. van’t Hoff will be compensated for their service as non-employee directors consistent with the compensation provided to other non-employee directors. Accordingly, in connection with their appointments, Ms. Mishic O’Brien will receive $168,000 per annum, divided in equal parts between cash and long-term incentive equivalents, Mr. Jennings will receive $188,000 per annum, divided in equal parts between cash and long-term incentive equivalents, and Mr. van’t Hoff will receive $168,000 per annum, divided in equal parts between cash and long-term incentive equivalents, in each case, subject to their continued service on the Board and subject to any shareholder approval that may be required for the grants of long-term incentive equivalents.
The foregoing summary is qualified in its entirety by reference to the Mishic O’Brien Offer Letter, Jennings Offer Letter, and van’t Hoff Offer Letter attached hereto as Exhibits 10.1, 10.2, and 10.3, respectively, and are incorporated by reference herein.
Ms. Mishic O’Brien, Mr. Jennings, and Mr. van’t Hoff do not have any family relationships with any current director or executive officer of the Company, and there are no transactions or proposed transactions to which the Company is a party, or intends to be a party, in which either Ms. Mishic O’Brien, Mr. Jennings, or Mr. van’t Hoff has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings with any other person pursuant to which Ms. Mishic O’Brien, Mr. Jennings, and Mr. van’t Hoff were appointed as directors.
Departure of Tyson Hall and Christopher Knight Assumption of Project Responsibility
Tyson Hall, the Company’s current Chief Operating Officer, will depart the Company effective as of December 31, 2022. Mr. Hall’s departure was not the result of any disagreement with the Company’s operations, policies, or practices. Mr. Christopher Knight is to assume project responsibility for the delivery of the Company’s flagship 5E Boron Americas (Fort Cady) Complex beginning January 1, 2023. Mr. Knight has over 25 years’ experience building, managing and leading organizations in critical functions including engineering, manufacturing, R&D, supply chain, business / marketing and business development. Prior to joining the Company in April 2022, Mr. Knight was Head of Engineering Services at Pilgrim’s Pride where he managed over $300 million in a capital plan leading all technical functions within the company including engineering, maintenance, environmental management, process safety management and innovation and technology development. Prior to joining Pilgrim’s Pride in 2015, Mr. Knight held various senior positions at Albemarle Corporation finishing as the General Manager of the Specialty Chemicals Division overseeing the bromine and derivatives business with $600 million annual revenues. Mr. Knight holds an MBA from Louisiana State University and a Bachelor and Masters of Science, Chemical Engineering from the University of Arkansas.
It is anticipated that Mr. Knight will replace Mr. Tyson Hall following the milestone of mechanical completion of the Small-Scale Boron Facility. Following Mr. Hall’s departure as Chief Operating Officer, he will continue in a consulting relationship with the Company.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On October 25, 2022 the Company issued a press release announcing the appointment of Ms. Mishic O’Brien, Mr. Jennings, and Mr. van’t Hoff to the Board, and the departure of Mr. Hall. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit<br>No. | Description |
|---|---|
| 10.1 | Mishic O’Brien Offer Letter |
| 10.2 | Jennings Offer Letter |
| 10.3 | van’t Hoff Offer Letter |
| 99.1 | Press Release, dated October 25, 2022 |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
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 thereunto duly authorized.
| 5E Advanced Materials, Inc. | |
|---|---|
| By: | /s/ Chantel Jordan |
| Chantel Jordan | |
| SVP, General Counsel, Corporate Secretary, and Chief People Officer |
Date: October 25, 2022
EX-10.1
Exhibit 10.1
October 24, 2022
Ms. Patricia Mishic O’Brien
Dear Ms. Mishic O’Brien,
DIRECTOR SERVICES APPOINTMENT AS A NON-EXECUTIVE DIRECTOR OF 5E ADVANCED MATERIALS, INC.
We are pleased and welcome your acceptance to be appointed as a Non-Executive Director (“NED”) of 5E Advanced Materials, Inc. (the “Company”), a company incorporated under the laws of the State of Delaware.
The following letter seeks to illustrate the context of your appointment by the Company, and the terms and conditions of such appointment, as set out herewith. It is agreed that on acceptance of this offer, this letter will constitute a contract for services and not a contract of employment.
For purposes of independence, this letter will supersede all previous or contemporaneous oral or written appointments, contracts or agreements, if applicable, entered into between yourself and the Company (or its affiliated subsidiaries). By signing this letter and therefore accepting the appointment as stated, you agree to terminate all other previous appointments with the Company, its subsidiaries and affiliates thereof commencing effective October 25, 2022 (“EffectiveDate”), on the following terms and conditions:
1. Appointment
| (a) | You shall agree to be appointed by the Nominating and Corporate Governance Committee of the Board of Directors<br>of the Company (the “Board”) to act as a NED of the Company. |
|---|---|
| (b) | You shall agree to be appointed by the Board as a member and/or chair of the following committees pending Board<br>determination of your independence under applicable laws and regulations or appointed such other committees as may be determined by the Board: |
| --- | --- |
| a. | Member of the Compensation Committee; and |
| --- | --- |
| b. | Chair of the Nominating and Corporate Governance Committee |
| --- | --- |
Whereby all committees shall collectively be depicted as the “Committee”; and “Appointment” shall refer to your appointment as a member of the Board and/or the Committee.
| (c) | The Appointment is subject to the Company’s certificate of incorporation (“Certificate ofIncorporation”) and bylaws (“Bylaws”), each as may be amended or replaced from time to time (the Certificate of Incorporation and the Bylaws together, the “Governing Documents”) and nothing in this letter<br>shall be taken to exclude or vary the terms of the Governing Documents as they apply to your Appointment. |
|---|---|
| (d) | Continuation of your Appointment is contingent upon satisfactory performance and your successful election and re-election by stockholders of the Company as and when required by the Bylaws and, as applicable, the listing standards of Nasdaq, including the Nasdaq Listing Rule 5600 Series (“Nasdaq ListingRules”), the rules and requirements of the Securities and Exchange Commission (“SEC rules”) and the Delaware General Corporation Law (“DGCL”), at the forthcoming annual general meeting of stockholders of<br>the Company. |
| --- | --- |
2. Date of Commencement and Term
The official commencement date of your Appointment shall be the Effective Date, or as mutually agreed upon between yourself and the Chairman of the Nominating and Corporate Governance Committee. The term of this Appointment shall be 1 year from the Effective Date and subject to Termination and the re-election by the Company’s shareholders at the annual general meeting of stockholders of the Company.
3. Duties and Responsibilities
You will apply yourself and discharge your duties as a NED in accordance with the Bylaws, Nasdaq Listing Rules, the DGCL, the SEC rules, the ASX Listing Rules and any other applicable laws or regulatory requirements. Without limitation, you will be required to:
| (a) | attend regular Board meetings and to ensure you have read all papers and information provided to you in<br>relation to each Board meeting and undertake such additional enquiries as you deem necessary and appropriate to be informed of the Company’s financial and operational performance; |
|---|---|
| (b) | if required by the Board, sit on one or more of the Company’s Board committees, as may be established by<br>the Board from time to time; |
| --- | --- |
| (c) | to review management’s business plan and companywide strategy focused on the delivery of value for all<br>stockholders of the Company; |
| --- | --- |
| (d) | keep the Board informed of all material activities being undertaken; |
| --- | --- |
| (e) | attend the annual general meeting of stockholders of the Company and any other general meetings of the Company;<br> |
| --- | --- |
| (f) | act with the utmost good faith towards the Company, its stockholders and its related bodies corporate both in<br>carrying out your duties under this Appointment and in all your dealings with the Company, its stockholders and its affiliates; |
| --- | --- |
| (g) | discharge your duties and responsibilities under this Appointment in accordance with your fiduciary duty to the<br>Company and all of its stockholders; |
| --- | --- |
| (h) | remain mindful and ensure your status of independence remains compliant as stipulated by requirements of Nasdaq<br>Listing Rule 5605(a)(2) and Rule 10A-3 of the Securities Exchange Act of 1934, as amended. Should your independent status cease to remain compliant, you must notify the Board of the Company of such change as<br>soon as practical. You shall further facilitate any director independence disclosures in annual meeting proxy statements or annual report on Form 6-K, including transactions and arrangements considered by the<br>Board in assessing director independence; |
| --- | --- |
| (i) | timely report ownership or changes in ownership in equity securities of the Company to facilitate compliant SEC<br>Form 3, 4 and 5 filings in addition to ASX and other applicable filings and; |
| --- | --- |
**2 |**P a g e ****
| (j) | You shall not directly be responsible for the management of the Company. Your role is neither operational nor<br>managerial in nature; however, members of the Board may draw upon your professional insight and business expertise where suitable |
|---|
As the Chair and/or member of the Committees described in Section 1(b):
| (k) | You shall review the functions of your relevant committee(s) as pursuant to individually adopted Audit,<br>Compensation and Nominating and Corporate Governance Committee Charters (“Charters”) that shall be made available to you upon a practical date subsequent to your Appointment. |
|---|---|
| (l) | You must, along with other Committee members, monitor compliance with SEC rules and Nasdaq Listing Rules at all<br>times with respect to Committee composition requirements, and assist the Company in seeking compliance, if required, by curing the event that caused failure to comply within the time frame provided by the SEC and/or the Nasdaq Regulatory Authority.<br> |
| --- | --- |
| (m) | You must refrain from accepting any direct or indirect consulting, advisory, or other compensatory fee from the<br>Company, other than fees for directors’ service as described more fully in Section 5. |
| --- | --- |
4. Additional Duties andConfirmations
| (a) | By accepting this Appointment, you have confirmed that you are able to allocate sufficient time to meet the<br>expectations of your role. You should advise the Board before you accept any additional commitments that may affect the time you are able to allocate to your role as a NED. |
|---|---|
| (b) | The Board may, at any time during the term of your Appointment, review your performance as a NED in accordance<br>with processes agreed by the Board from time to time. You agree to participate in any such reviews. |
| --- | --- |
| (c) | The office you hold as a director of the Company becomes vacant in the following circumstances (altogether<br>described herein as “Termination”): |
| --- | --- |
| i. | you cease to be a director under any provision of the DGCL or other applicable laws; |
| --- | --- |
| ii. | you become bankrupt or make any arrangement or composition with your creditors generally;<br> |
| --- | --- |
| iii. | you become prohibited from being a director by reason of any order made under the DGCL or any other applicable<br>laws; |
| --- | --- |
| iv. | you become of unsound mind or a person whose person or estate is liable to be dealt with in any way under the<br>law relating to mental health; |
| --- | --- |
| v. | you resign your office by notice in writing to the Company; |
| --- | --- |
| vi. | you are removed from office by resolution of the Company; |
| --- | --- |
| vii. | at the close of any general meeting of the shareholders of the Company at which a resolution for your election<br>or re-election is voted on but is not approved; or |
| --- | --- |
| viii. | any other circumstances as specified in the Governing Documents. |
| --- | --- |
**3 |**P a g e ****
| (d) | You must comply with the Company’s ‘Insider Trading and Securities Dealings Policy’ (including<br>as amended or replaced from time to time) when dealing in Company securities (and any other relevant securities) and adhere to the designated prohibited periods for dealing in such securities. |
|---|---|
| (e) | You must comply with the Company’s Corporate Governance Guidelines (including as amended or replaced from<br>time to time) at all times as may be applicable to your role as a NED. |
| --- | --- |
| (f) | You must comply with the Company’s Code of Business Conduct (including as amended or replaced from time to<br>time) in carrying out your duties and responsibilities for the business and affairs of the Company. |
| --- | --- |
| (g) | You acknowledge that the Company and its directors and officers are governed by the DGCL, the SEC and the<br>Nasdaq Listing Rules which impose strict obligations (and severe penalties) on the Company and its directors and officers concerning the disclosure and use of market sensitive information and inside information. You undertake to comply with all such<br>obligations pursuant to the DGCL, the SEC, the Nasdaq Listing Rules and all other applicable laws and regulatory requirements. |
| --- | --- |
| (h) | You will not, except with the prior written consent of the Company, be in any way connected with or interested<br>in any business in competition with that of the Company or its subsidiaries for the duration of your Appointment and for a period of 12 months after your Appointment ceases. You acknowledge that this restriction and time limitation is reasonable and<br>properly required for the adequate protection of the business of the Company. |
| --- | --- |
5. Fees and Expenses
You will receive compensation for your service on the Board in accordance with the following:
| (a) | Annual Fee. The combined fee for your Appointment as a NED of the Company and your roles as member of<br>the Compensation Committee and Chair of the Nominating and Corporate Governance Committee is USD $168,000 per annum, which shall be divided in equal parts between cash and Long-Term Incentive (“LTI”) equivalents and as further detailed in<br>the below chart. Cash will be paid to you by the Company in arrears in four equal installments on or about the last business day of each fiscal year quarter, provided that in no event will LTI equivalents be granted before the second day of trading<br>in the Company’s shares on Nasdaq. | ||||||
|---|---|---|---|---|---|---|---|
| Cash | LTI cash value<br>equivalent | Total | |||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Compensation Committee Member | $ | 14,000 | $ | 14,000 | * | $ | 28,000 |
| Nominating and Corporate Governance Chair | $ | 70,000 | $ | 70,000 | $ | 140,000 | |
| Total Annual Fee | $ | 168,000 | |||||
| * | Grants shall vest in accordance with the terms and conditions of the Company Equity Compensation Plan and the Non-Employee Director Share Unit Agreement as may be amended from time to time. As of the date of this letter, Director Share Units are granted on a quarterly basis aligned with the Company fiscal year running from<br>July 1 to June 30. | ||||||
| --- | --- |
Any change (increase or decrease) in your Annual Fee may be determined by the Board (without obligation to do so), subject to obtaining any shareholder approvals required under the Governing Documents, the DGCL, the SEC rules, the Nasdaq Listing Rules, the ASX Listing Rules or any other applicable laws or regulatory requirements.
| (b) | Reimbursement of Expenses. During your Appointment, the Company shall reimburse you for all reasonable out-of-pocket expenses incurred by you in attending any in-person meetings or while handling other Board-related business, provided<br>that you comply with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses. |
|---|
**4 |**P a g e ****
6. Privacy of Information
| (a) | You agree that you will take all reasonable precautions as may be necessary to maintain the secrecy and<br>confidentiality of all confidential information of the Company and its affiliates, except as you are required by law to disclose. In the event that you become legally required to disclose any confidential information, prompt notice shall be given by<br>you (in advance) to the Company. You will fully cooperate with the Company in the event that the Company elects to challenge the validity of such requirements. |
|---|---|
| (b) | You acknowledge that all materials that are or which may come into your possession during your Appointment<br>relating to the nature, operation or activities of the Company remain the Company’s property. You shall not either during the period of your Appointment or afterwards use or permit to be used any books, documents, moneys, assets, records or<br>other property belonging to or relating to any dealings, affair or business of the Company or its affiliates other than for the benefit of the Company. You shall immediately deliver and return to the Company all such books, documents, moneys,<br>securities, records or other property which you then have or should have in your possession upon termination of your Appointment hereunder. |
| --- | --- |
7. Data Protection
| (a) | By executing this letter, you consent to the Company holding and processing information about you for legal,<br>personnel, administrative, and management purposes and in particular to the processing of any sensitive personal data as and when appropriate. |
|---|---|
| (b) | You consent to the transfer of such personal information to other offices the Company may have or to other<br>third parties for administrative purposes and other purposes in connection with your Appointment, where it is necessary or desirable to do so including for the purpose of the Company conducting any background or other checks the Company would<br>ordinarily conduct when considering the appointment of a director of the Company. |
| --- | --- |
8. Insurance and Indemnity
The Company shall establish directors’ and officers’ liability coverage and it is intended to maintain such coverage for the full term of your Appointment.
This offer of Appointment and the issuance of LTI including but not limited to Director Share Units is contingent on any shareholder approvals required.
This agreement is governed in all respects by the laws of the State of Delaware, without regard to conflicts of law principles thereof.
{Signature page follows}
**5 |**P a g e ****
Please acknowledge your acceptance by signing where indicated below.
| Yours sincerely, |
|---|
| /s/ David Salisbury |
| David Salisbury |
| Director |
| For and on behalf of 5E Advanced Materials, Inc. |
I have read this letter and accept the appointment on the terms detailed above.
| /s/ Patricia Mishic O’Brien |
|---|
| Patricia Mishic O’Brien |
| 10/24/22 |
| Date |
**6 |**P a g e ****
EX-10.2
Exhibit 10.2
October 24, 2022
Mr. H. Keith Jennings
Dear Mr. Jennings,
DIRECTOR SERVICES APPOINTMENT AS A NON-EXECUTIVE DIRECTOR OF 5E ADVANCED MATERIALS, INC.
We are pleased and welcome your acceptance to be appointed as a Non-Executive Director (“NED”) of 5E Advanced Materials, Inc. (the “Company”), a company incorporated under the laws of the State of Delaware.
The following letter seeks to illustrate the context of your appointment by the Company, and the terms and conditions of such appointment, as set out herewith. It is agreed that on acceptance of this offer, this letter will constitute a contract for services and not a contract of employment.
For purposes of independence, this letter will supersede all previous or contemporaneous oral or written appointments, contracts or agreements, if applicable, entered into between yourself and the Company (or its affiliated subsidiaries). By signing this letter and therefore accepting the appointment as stated, you agree to terminate all other previous appointments with the Company, its subsidiaries and affiliates thereof commencing effective October 25, 2022 (“Effective Date”), on the following terms and conditions:
1. Appointment
| (a) | You shall agree to be appointed by the Nominating and Corporate Governance Committee of the Board of Directors<br>of the Company (the “Board”) to act as a NED of the Company. |
|---|---|
| (b) | You shall agree to be appointed by the Board as a member and/or chair of the following committees pending Board<br>determination of your independence under applicable laws and regulations or appointed such other committees as may be determined by the Board: |
| --- | --- |
| a. | Chair of the Audit Committee; and |
| --- | --- |
| b. | Member of the Compensation Committee |
| --- | --- |
Whereby all committees shall collectively be depicted as the “Committee”; and “Appointment” shall refer to your appointment as a member of the Board and/or the Committee.
| (c) | The Appointment is subject to the Company’s certificate of incorporation (“Certificate ofIncorporation”) and bylaws (“Bylaws”), each as may be amended or replaced from time to time (the Certificate of Incorporation and the Bylaws together, the “Governing Documents”) and nothing in this letter<br>shall be taken to exclude or vary the terms of the Governing Documents as they apply to your Appointment. |
|---|---|
| (d) | Continuation of your Appointment is contingent upon satisfactory performance and your successful election and re-election by stockholders of the Company as and when required by the Bylaws and, as applicable, the listing standards of Nasdaq, including the Nasdaq Listing Rule 5600 Series (“Nasdaq ListingRules”), the rules and requirements of the Securities and Exchange Commission (“SEC rules”) and the Delaware General Corporation Law (“DGCL”), at the forthcoming annual general meeting of stockholders of<br>the Company. |
| --- | --- |
2. Date of Commencement and Term
The official commencement date of your Appointment shall be the Effective Date, or as mutually agreed upon between yourself and the Chairman of the Nominating and Corporate Governance Committee. The term of this Appointment shall be 1 year from the Effective Date and subject to Termination and the re-election by the Company’s shareholders at the annual general meeting of stockholders of the Company.
3. Duties and Responsibilities
You will apply yourself and discharge your duties as a NED in accordance with the Bylaws, Nasdaq Listing Rules, the DGCL, the SEC rules, the ASX Listing Rules and any other applicable laws or regulatory requirements. Without limitation, you will be required to:
| (a) | attend regular Board meetings and to ensure you have read all papers and information provided to you in<br>relation to each Board meeting and undertake such additional enquiries as you deem necessary and appropriate to be informed of the Company’s financial and operational performance; |
|---|---|
| (b) | if required by the Board, sit on one or more of the Company’s Board committees, as may be established by<br>the Board from time to time; |
| --- | --- |
| (c) | to review management’s business plan and companywide strategy focused on the delivery of value for all<br>stockholders of the Company; |
| --- | --- |
| (d) | keep the Board informed of all material activities being undertaken; |
| --- | --- |
| (e) | attend the annual general meeting of stockholders of the Company and any other general meetings of the Company;<br> |
| --- | --- |
| (f) | act with the utmost good faith towards the Company, its stockholders and its related bodies corporate both in<br>carrying out your duties under this Appointment and in all your dealings with the Company, its stockholders and its affiliates; |
| --- | --- |
| (g) | discharge your duties and responsibilities under this Appointment in accordance with your fiduciary duty to the<br>Company and all of its stockholders; |
| --- | --- |
| (h) | remain mindful and ensure your status of independence remains compliant as stipulated by requirements of Nasdaq<br>Listing Rule 5605(a)(2) and Rule 10A-3 of the Securities Exchange Act of 1934, as amended. Should your independent status cease to remain compliant, you must notify the Board of the Company of such change as<br>soon as practical. You shall further facilitate any director independence disclosures in annual meeting proxy statements or annual report on Form 6-K, including transactions and arrangements considered by the<br>Board in assessing director independence; |
| --- | --- |
| (i) | timely report ownership or changes in ownership in equity securities of the Company to facilitate compliant SEC<br>Form 3, 4 and 5 filings in addition to ASX and other applicable filings and; |
| --- | --- |
**2 |**P a g e ****
| (j) | You shall not directly be responsible for the management of the Company. Your role is neither operational nor<br>managerial in nature; however, members of the Board may draw upon your professional insight and business expertise where suitable |
|---|
As the Chair and/or member of the Committees described in Section 1(b):
| (k) | You shall review the functions of your relevant committee(s) as pursuant to individually adopted Audit,<br>Compensation and Nominating and Corporate Governance Committee Charters (“Charters”) that shall be made available to you upon a practical date subsequent to your Appointment. |
|---|---|
| (l) | You must, along with other Committee members, monitor compliance with SEC rules and Nasdaq Listing Rules at all<br>times with respect to Committee composition requirements, and assist the Company in seeking compliance, if required, by curing the event that caused failure to comply within the time frame provided by the SEC and/or the Nasdaq Regulatory Authority.<br> |
| --- | --- |
| (m) | You must refrain from accepting any direct or indirect consulting, advisory, or other compensatory fee from the<br>Company, other than fees for directors’ service as described more fully in Section 5. |
| --- | --- |
4. Additional Duties andConfirmations
| (a) | By accepting this Appointment, you have confirmed that you are able to allocate sufficient time to meet the<br>expectations of your role. You should advise the Board before you accept any additional commitments that may affect the time you are able to allocate to your role as a NED. |
|---|---|
| (b) | The Board may, at any time during the term of your Appointment, review your performance as a NED in accordance<br>with processes agreed by the Board from time to time. You agree to participate in any such reviews. |
| --- | --- |
| (c) | The office you hold as a director of the Company becomes vacant in the following circumstances (altogether<br>described herein as “Termination”): |
| --- | --- |
| i. | you cease to be a director under any provision of the DGCL or other applicable laws; |
| --- | --- |
| ii. | you become bankrupt or make any arrangement or composition with your creditors generally;<br> |
| --- | --- |
| iii. | you become prohibited from being a director by reason of any order made under the DGCL or any other applicable<br>laws; |
| --- | --- |
| iv. | you become of unsound mind or a person whose person or estate is liable to be dealt with in any way under the<br>law relating to mental health; |
| --- | --- |
| v. | you resign your office by notice in writing to the Company; |
| --- | --- |
| vi. | you are removed from office by resolution of the Company; |
| --- | --- |
| vii. | at the close of any general meeting of the shareholders of the Company at which a resolution for your election<br>or re-election is voted on but is not approved; or |
| --- | --- |
| viii. | any other circumstances as specified in the Governing Documents. |
| --- | --- |
**3 |**P a g e ****
| (d) | You must comply with the Company’s ‘Insider Trading and Securities Dealings Policy’ (including<br>as amended or replaced from time to time) when dealing in Company securities (and any other relevant securities) and adhere to the designated prohibited periods for dealing in such securities. |
|---|---|
| (e) | You must comply with the Company’s Corporate Governance Guidelines (including as amended or replaced from<br>time to time) at all times as may be applicable to your role as a NED. |
| --- | --- |
| (f) | You must comply with the Company’s Code of Business Conduct (including as amended or replaced from time to<br>time) in carrying out your duties and responsibilities for the business and affairs of the Company. |
| --- | --- |
| (g) | You acknowledge that the Company and its directors and officers are governed by the DGCL, the SEC and the<br>Nasdaq Listing Rules which impose strict obligations (and severe penalties) on the Company and its directors and officers concerning the disclosure and use of market sensitive information and inside information. You undertake to comply with all such<br>obligations pursuant to the DGCL, the SEC, the Nasdaq Listing Rules and all other applicable laws and regulatory requirements. |
| --- | --- |
| (h) | You will not, except with the prior written consent of the Company, be in any way connected with or interested<br>in any business in competition with that of the Company or its subsidiaries for the duration of your Appointment and for a period of 12 months after your Appointment ceases. You acknowledge that this restriction and time limitation is reasonable and<br>properly required for the adequate protection of the business of the Company. |
| --- | --- |
5. Fees and Expenses
You will receive compensation for your service on the Board in accordance with the following:
| (a) | Annual Fee. The combined fee for your Appointment as a NED of the Company and your roles as member of<br>the Compensation Committee and Chair of the Audit Committee is USD $188,000 per annum, which shall be divided in equal parts between cash and Long-Term Incentive (“LTI”) equivalents and as further detailed in the below chart. Cash will be<br>paid to you by the Company in arrears in four equal installments on or about the last business day of each fiscal year quarter, provided that in no event will LTI equivalents be granted before the second day of trading in the Company’s shares<br>on Nasdaq. | ||||||
|---|---|---|---|---|---|---|---|
| Cash | LTI cash value<br>equivalent | Total | |||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Compensation Committee Member | $ | 14,000 | $ | 14,000 | * | $ | 28,000 |
| Audit Committee Chair | $ | 80,000 | $ | 80,000 | $ | 160,000 | |
| Total Annual Fee | $ | 188,000 | |||||
| * | Grants shall vest in accordance with the terms and conditions of the Company Equity Compensation Plan and the Non-Employee Director Share Unit Agreement as may be amended from time to time. As of the date of this letter, Director Share Units are granted on a quarterly basis aligned with the Company fiscal year running from<br>July 1 to June 30. | ||||||
| --- | --- |
Any change (increase or decrease) in your Annual Fee may be determined by the Board (without obligation to do so), subject to obtaining any shareholder approvals required under the Governing Documents, the DGCL, the SEC rules, the Nasdaq Listing Rules, the ASX Listing Rules or any other applicable laws or regulatory requirements.
| (b) | Reimbursement of Expenses. During your Appointment, the Company shall reimburse you for all reasonable out-of-pocket expenses incurred by you in attending any in-person meetings or while handling other Board-related business, provided<br>that you comply with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses. |
|---|
**4 |**P a g e ****
6. Privacy of Information
| (a) | You agree that you will take all reasonable precautions as may be necessary to maintain the secrecy and<br>confidentiality of all confidential information of the Company and its affiliates, except as you are required by law to disclose. In the event that you become legally required to disclose any confidential information, prompt notice shall be given by<br>you (in advance) to the Company. You will fully cooperate with the Company in the event that the Company elects to challenge the validity of such requirements. |
|---|---|
| (b) | You acknowledge that all materials that are or which may come into your possession during your Appointment<br>relating to the nature, operation or activities of the Company remain the Company’s property. You shall not either during the period of your Appointment or afterwards use or permit to be used any books, documents, moneys, assets, records or<br>other property belonging to or relating to any dealings, affair or business of the Company or its affiliates other than for the benefit of the Company. You shall immediately deliver and return to the Company all such books, documents, moneys,<br>securities, records or other property which you then have or should have in your possession upon termination of your Appointment hereunder. |
| --- | --- |
7. Data Protection
| (a) | By executing this letter, you consent to the Company holding and processing information about you for legal,<br>personnel, administrative, and management purposes and in particular to the processing of any sensitive personal data as and when appropriate. |
|---|---|
| (b) | You consent to the transfer of such personal information to other offices the Company may have or to other<br>third parties for administrative purposes and other purposes in connection with your Appointment, where it is necessary or desirable to do so including for the purpose of the Company conducting any background or other checks the Company would<br>ordinarily conduct when considering the appointment of a director of the Company. |
| --- | --- |
- Insurance and Indemnity
The Company shall establish directors’ and officers’ liability coverage and it is intended to maintain such coverage for the full term of your Appointment.
This offer of Appointment and the issuance of LTI including but not limited to Director Share Units is contingent on any shareholder approvals required.
This agreement is governed in all respects by the laws of the State of Delaware, without regard to conflicts of law principles thereof.
{Signature page follows}
**5 |**P a g e ****
Please acknowledge your acceptance by signing where indicated below.
| Yours sincerely, |
|---|
| /s/ David Salisbury |
| David Salisbury |
| Director |
| For and on behalf of 5E Advanced Materials, Inc. |
I have read this letter and accept the appointment on the terms detailed above.
| /s/ H. Keith Jennings |
|---|
| H. Keith Jennings |
| 10/24/22 |
| Date |
**6 |**P a g e ****
EX-10.3
Exhibit 10.3
October 24, 2022
Mr. Graham van’t Hoff
Dear Mr. van’t Hoff,
DIRECTOR SERVICES APPOINTMENT AS A NON-EXECUTIVE DIRECTOR OF 5E ADVANCED MATERIALS, INC.
We are pleased and welcome your acceptance to be appointed as a Non-Executive Director (“NED”) of 5E Advanced Materials, Inc. (the “Company”), a company incorporated under the laws of the State of Delaware.
The following letter seeks to illustrate the context of your appointment by the Company, and the terms and conditions of such appointment, as set out herewith. It is agreed that on acceptance of this offer, this letter will constitute a contract for services and not a contract of employment.
For purposes of independence, this letter will supersede all previous or contemporaneous oral or written appointments, contracts or agreements, if applicable, entered into between yourself and the Company (or its affiliated subsidiaries). By signing this letter and therefore accepting the appointment as stated, you agree to terminate all other previous appointments with the Company, its subsidiaries and affiliates thereof commencing effective October 25, 2022 (“Effective Date”), on the following terms and conditions:
1. Appointment
| (a) | You shall agree to be appointed by the Nominating and Corporate Governance Committee of the Board of Directors<br>of the Company (the “Board”) to act as a NED of the Company. |
|---|---|
| (b) | You shall agree to be appointed by the Board as a member and/or chair of the following committees pending Board<br>determination of your independence under applicable laws and regulations or appointed such other committees as may be determined by the Board: |
| --- | --- |
| a. | Chair of the Compensation Committee; and |
| --- | --- |
| b. | Member of the Nominating and Corporate Governance Committee |
| --- | --- |
Whereby all committees shall collectively be depicted as the “Committee”; and “Appointment” shall refer to your appointment as a member of the Board and/or the Committee.
| (c) | The Appointment is subject to the Company’s certificate of incorporation (“Certificate ofIncorporation”) and bylaws (“Bylaws”), each as may be amended or replaced from time to time (the Certificate of Incorporation and the Bylaws together, the “Governing Documents”) and nothing in this letter<br>shall be taken to exclude or vary the terms of the Governing Documents as they apply to your Appointment. |
|---|---|
| (d) | Continuation of your Appointment is contingent upon satisfactory performance and your successful election and re-election by stockholders of the Company as and when required by the Bylaws and, as applicable, the listing standards of Nasdaq, including the Nasdaq Listing Rule 5600 Series (“Nasdaq ListingRules”), the rules and requirements of the Securities and Exchange Commission (“SEC rules”) and the Delaware General Corporation Law (“DGCL”), at the forthcoming annual general meeting of stockholders of<br>the Company. |
| --- | --- |
2. Date of Commencement and Term
The official commencement date of your Appointment shall be the Effective Date, or as mutually agreed upon between yourself and the Chairman of the Nominating and Corporate Governance Committee. The term of this Appointment shall be 1 year from the Effective Date and subject to Termination and the re-election by the Company’s shareholders at the annual general meeting of stockholders of the Company.
3. Duties and Responsibilities
You will apply yourself and discharge your duties as a NED in accordance with the Bylaws, Nasdaq Listing Rules, the DGCL, the SEC rules, the ASX Listing Rules and any other applicable laws or regulatory requirements. Without limitation, you will be required to:
| (a) | attend regular Board meetings and to ensure you have read all papers and information provided to you in<br>relation to each Board meeting and undertake such additional enquiries as you deem necessary and appropriate to be informed of the Company’s financial and operational performance; |
|---|---|
| (b) | if required by the Board, sit on one or more of the Company’s Board committees, as may be established by<br>the Board from time to time; |
| --- | --- |
| (c) | to review management’s business plan and companywide strategy focused on the delivery of value for all<br>stockholders of the Company; |
| --- | --- |
| (d) | keep the Board informed of all material activities being undertaken; |
| --- | --- |
| (e) | attend the annual general meeting of stockholders of the Company and any other general meetings of the Company;<br> |
| --- | --- |
| (f) | act with the utmost good faith towards the Company, its stockholders and its related bodies corporate both in<br>carrying out your duties under this Appointment and in all your dealings with the Company, its stockholders and its affiliates; |
| --- | --- |
| (g) | discharge your duties and responsibilities under this Appointment in accordance with your fiduciary duty to the<br>Company and all of its stockholders; |
| --- | --- |
| (h) | remain mindful and ensure your status of independence remains compliant as stipulated by requirements of Nasdaq<br>Listing Rule 5605(a)(2) and Rule 10A-3 of the Securities Exchange Act of 1934, as amended. Should your independent status cease to remain compliant, you must notify the Board of the Company of such change as<br>soon as practical. You shall further facilitate any director independence disclosures in annual meeting proxy statements or annual report on Form 6-K, including transactions and arrangements considered by the<br>Board in assessing director independence; |
| --- | --- |
| (i) | timely report ownership or changes in ownership in equity securities of the Company to facilitate compliant SEC<br>Form 3, 4 and 5 filings in addition to ASX and other applicable filings and; |
| --- | --- |
**2 |**P a g e ****
| (j) | You shall not directly be responsible for the management of the Company. Your role is neither operational nor<br>managerial in nature; however, members of the Board may draw upon your professional insight and business expertise where suitable |
|---|
As the Chair and/or member of the Committees described in Section 1(b):
| (k) | You shall review the functions of your relevant committee(s) as pursuant to individually adopted Audit,<br>Compensation and Nominating and Corporate Governance Committee Charters (“Charters”) that shall be made available to you upon a practical date subsequent to your Appointment. |
|---|---|
| (l) | You must, along with other Committee members, monitor compliance with SEC rules and Nasdaq Listing Rules at all<br>times with respect to Committee composition requirements, and assist the Company in seeking compliance, if required, by curing the event that caused failure to comply within the time frame provided by the SEC and/or the Nasdaq Regulatory Authority.<br> |
| --- | --- |
| (m) | You must refrain from accepting any direct or indirect consulting, advisory, or other compensatory fee from the<br>Company, other than fees for directors’ service as described more fully in Section 5. |
| --- | --- |
4. Additional Duties andConfirmations
| (a) | By accepting this Appointment, you have confirmed that you are able to allocate sufficient time to meet the<br>expectations of your role. You should advise the Board before you accept any additional commitments that may affect the time you are able to allocate to your role as a NED. |
|---|---|
| (b) | The Board may, at any time during the term of your Appointment, review your performance as a NED in accordance<br>with processes agreed by the Board from time to time. You agree to participate in any such reviews. |
| --- | --- |
| (c) | The office you hold as a director of the Company becomes vacant in the following circumstances (altogether<br>described herein as “Termination”): |
| --- | --- |
| i. | you cease to be a director under any provision of the DGCL or other applicable laws; |
| --- | --- |
| ii. | you become bankrupt or make any arrangement or composition with your creditors generally;<br> |
| --- | --- |
| iii. | you become prohibited from being a director by reason of any order made under the DGCL or any other applicable<br>laws; |
| --- | --- |
| iv. | you become of unsound mind or a person whose person or estate is liable to be dealt with in any way under the<br>law relating to mental health; |
| --- | --- |
| v. | you resign your office by notice in writing to the Company; |
| --- | --- |
| vi. | you are removed from office by resolution of the Company; |
| --- | --- |
| vii. | at the close of any general meeting of the shareholders of the Company at which a resolution for your election<br>or re-election is voted on but is not approved; or |
| --- | --- |
| viii. | any other circumstances as specified in the Governing Documents. |
| --- | --- |
**3 |**P a g e ****
| (d) | You must comply with the Company’s ‘Insider Trading and Securities Dealings Policy’ (including<br>as amended or replaced from time to time) when dealing in Company securities (and any other relevant securities) and adhere to the designated prohibited periods for dealing in such securities. |
|---|---|
| (e) | You must comply with the Company’s Corporate Governance Guidelines (including as amended or replaced from<br>time to time) at all times as may be applicable to your role as a NED. |
| --- | --- |
| (f) | You must comply with the Company’s Code of Business Conduct (including as amended or replaced from time to<br>time) in carrying out your duties and responsibilities for the business and affairs of the Company. |
| --- | --- |
| (g) | You acknowledge that the Company and its directors and officers are governed by the DGCL, the SEC and the<br>Nasdaq Listing Rules which impose strict obligations (and severe penalties) on the Company and its directors and officers concerning the disclosure and use of market sensitive information and inside information. You undertake to comply with all such<br>obligations pursuant to the DGCL, the SEC, the Nasdaq Listing Rules and all other applicable laws and regulatory requirements. |
| --- | --- |
| (h) | You will not, except with the prior written consent of the Company, be in any way connected with or interested<br>in any business in competition with that of the Company or its subsidiaries for the duration of your Appointment and for a period of 12 months after your Appointment ceases. You acknowledge that this restriction and time limitation is reasonable and<br>properly required for the adequate protection of the business of the Company. |
| --- | --- |
5. Fees and Expenses
You will receive compensation for your service on the Board in accordance with the following:
| (a) | Annual Fee. The combined fee for your Appointment as a NED of the Company and your roles as Chair of the<br>Compensation Committee and member of the Nominating and Corporate Governance Committee is USD $168,000 per annum, which shall be divided in equal parts between cash and Long-Term Incentive (“LTI”) equivalents and as further detailed in the<br>below chart. Cash will be paid to you by the Company in arrears in four equal installments on or about the last business day of each fiscal year quarter, provided that in no event will LTI equivalents be granted before the second day of trading in<br>the Company’s shares on Nasdaq. | ||||||
|---|---|---|---|---|---|---|---|
| Cash | LTI cash valueequivalent | Total | |||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Compensation Committee Chair | $ | 70,000 | $ | 70,000 | * | $ | 140,000 |
| Nominating and Corporate Governance Member | $ | 14,000 | $ | 14,000 | $ | 28,000 | |
| Total Annual Fee | $ | 168,000 | |||||
| * | Grants shall vest in accordance with the terms and conditions of the Company Equity Compensation Plan and the Non-Employee Director Share Unit Agreement as may be amended from time to time. As of the date of this letter, Director Share Units are granted on a quarterly basis aligned with the Company fiscal year running from<br>July 1 to June 30. | ||||||
| --- | --- |
Any change (increase or decrease) in your Annual Fee may be determined by the Board (without obligation to do so), subject to obtaining any shareholder approvals required under the Governing Documents, the DGCL, the SEC rules, the Nasdaq Listing Rules, the ASX Listing Rules or any other applicable laws or regulatory requirements.
| (b) | Reimbursement of Expenses. During your Appointment, the Company shall reimburse you for all reasonable out-of-pocket expenses incurred by you in attending any in-person meetings or while handling other Board-related business, provided<br>that you comply with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses. |
|---|
**4 |**P a g e ****
6. Privacy of Information
| (a) | You agree that you will take all reasonable precautions as may be necessary to maintain the secrecy and<br>confidentiality of all confidential information of the Company and its affiliates, except as you are required by law to disclose. In the event that you become legally required to disclose any confidential information, prompt notice shall be given by<br>you (in advance) to the Company. You will fully cooperate with the Company in the event that the Company elects to challenge the validity of such requirements. |
|---|---|
| (b) | You acknowledge that all materials that are or which may come into your possession during your Appointment<br>relating to the nature, operation or activities of the Company remain the Company’s property. You shall not either during the period of your Appointment or afterwards use or permit to be used any books, documents, moneys, assets, records or<br>other property belonging to or relating to any dealings, affair or business of the Company or its affiliates other than for the benefit of the Company. You shall immediately deliver and return to the Company all such books, documents, moneys,<br>securities, records or other property which you then have or should have in your possession upon termination of your Appointment hereunder. |
| --- | --- |
7. Data Protection
| (a) | By executing this letter, you consent to the Company holding and processing information about you for legal,<br>personnel, administrative, and management purposes and in particular to the processing of any sensitive personal data as and when appropriate. |
|---|---|
| (b) | You consent to the transfer of such personal information to other offices the Company may have or to other<br>third parties for administrative purposes and other purposes in connection with your Appointment, where it is necessary or desirable to do so including for the purpose of the Company conducting any background or other checks the Company would<br>ordinarily conduct when considering the appointment of a director of the Company. |
| --- | --- |
8. Insurance and Indemnity
The Company shall establish directors’ and officers’ liability coverage and it is intended to maintain such coverage for the full term of your Appointment.
This offer of Appointment and the issuance of LTI including but not limited to Director Share Units is contingent on any shareholder approvals required.
This agreement is governed in all respects by the laws of the State of Delaware, without regard to conflicts of law principles thereof.
{Signature page follows}
**5 |**P a g e ****
Please acknowledge your acceptance by signing where indicated below.
| Yours sincerely, |
|---|
| /s/ David Salisbury |
| David Salisbury |
| Director |
| For and on behalf of 5E Advanced Materials, Inc. |
I have read this letter and accept the appointment on the terms detailed above.
| /s/ Graham van’t Hoff |
|---|
| Graham van’t Hoff |
| 10/24/2022 |
| Date |
**6 |**P a g e ****
EX-99.1
Exhibit 99.1
| PRESS RELEASE<br> <br><br><br><br>October 25, 2022 |
|---|
5E ADVANCED MATERIALS COMPLETES TRANSFORMATIONAL BOARD APPOINTMENTS
HIGHLIGHTS
| • | Three new US based directors appointed to the Board |
|---|---|
| • | Ms Patricia Mishic O’Brien, Mr H. Keith Jennings, and Mr Graham van’t Hoff appointed Non-Executive Directors |
| --- | --- |
| • | Key appointments to help steward the Company to its aspiration of becoming a globally significant US basedproducer of boron and lithium advanced materials |
| --- | --- |
| • | Ms Mishic O’Brien brings over 25 years’ experience in Chief Commercial Officer and Chief MarketingOfficer roles in global specialties and advanced materials businesses |
| --- | --- |
| • | Mr H. Keith Jennings brings over 30 years of global finance experience across pharmaceuticals, genomics,chemicals, fuels and energy industries |
| --- | --- |
| • | Mr van’t Hoff had a 35 year career with Royal Dutch Shell PLC finishing as the head of the $25bnchemicals business |
| --- | --- |
| • | Former Albemarle Corporation executive, Mr Christopher Knight to assume project responsibility for the 5EBoron Americas (Fort Cady) Complex |
| --- | --- |
5E Advanced Materials, Inc. (Nasdaq: FEAM) (ASX: 5EA) (“5E” or the “Company”), a boron and lithium company with U.S. government Critical Infrastructure designation for its 5E Boron Americas (Fort Cady) Complex is pleased to announce the appointment of three non-executive directors.
Non-Executive Director Appointments
The Company is pleased to announce the appointment to the 5E Board of Directors of three US based non-executive directors with broad experience in senior management roles in specialty chemicals, advanced materials and decarbonization. The appointments complete the Company’s program to build a predominantly US based Board with broad experience to help steward the Company to achieve its aspiration to become a globally significant US based producer of boron and lithium advanced materials.
The appointments are effective October 25, 2022.
Ms Patricia Mishic O’Brien
Ms Mishic O’Brien is an experienced Director and Chief Commercial Officer with demonstrated expertise in profitable business growth through market disruption, digital transformation, innovation and mergers and acquisitions. Ms Mishic O’Brien was most recently the Chief Commercial Officer at CoorsTek, Inc, a global manufacturer of engineered ceramics for industries including green energy, semiconductors, aerospace, defense, medical devices and electric vehicles. Prior to that role, Ms Mishic O’Brien was Chief Marketing Officer and Executive VP for A. Schulman, Inc. (Nasdaq: SHLM) later acquired by LyondellBasell Company (NYSE:LYB) and a Global Director of Marketing Excellence for Dow Inc (NYSE:DOW). Ms Mishic O’Brien holds an MBA from the University of Akron and a Bachelor of Science, Business Administration (Honors) from Youngstown State University.
Mr H. Keith Jennings
Mr Jennings has over 30 years experience as a global business leader with a focus on finance across the pharmaceuticals, genomics, chemicals, fuels and energy sectors. Mr Jennings most recently served as Executive Vice President and Chief Financial Officer of Weatherford International (NASDAQ: WFRD). Prior to this, Executive Vice President and Chief Financial Officer of Calumet Specialty Products Partners (NASDAQ: CLMT), the Vice President, Finance and Vice President & Treasurer of Eastman Chemical Company (NYSE: EMN). He has also served as the Vice President & Treasurer of Cameron International (NYSE:CAM). Mr Jennings holds a Bachelor of Commerce from the University of Toronto and an MBA from Columbia University and is a Chartered Professional Accountant.
Mr Graham van’t Hoff
Mr van’t Hoff is a global business executive with a 35 year career focused on business restructuring and growth with a track record of scaling business and driving growth through business disruption, restructures, technology integration and tight project management disciplines. Mr van’t Hoff finished his 35 year career with Royal Dutch Shell PLC (NYSE: SHEL) as the Executive Vice
President of Global Chemicals where he was responsible for the company’s $25bn global chemicals business over a seven year period of record profitability. Prior to this role, he held the positions of Chairman, Shell UK, Executive Vice President, Alternative Energies and CO2 and Vice President, Base Chemicals. Mr van’t Hoff holds a Bachelor of Arts and Master of Arts in Chemistry from Oxford University, UK and a Master of Business Management with distinction from Alliance Manchester Business School, UK.
5E Boron Americas Complex Project Delivery
Mr Christopher Knight is to assume project responsibility for the delivery of the Company’s flagship 5E Boron Americas (Fort Cady) Complex from 1 January 2023. Mr. Knight has over 25 years’ experience building, managing and leading organizations in critical functions including engineering, manufacturing, R&D, supply chain, business / marketing and business development. Prior to joining the Company in April 2022, Mr Knight was Head of Engineering Services at Pilgrim’s Pride where he managed over $300m+ in a capital plan leading all technical functions within the company including engineering, maintenance, environmental management, process safety management and innovation and technology development. Prior to joining Pilgrim’s Pride in 2015, Mr Knight held various senior positions at Albemarle Corporation finishing at the General Manager of the Specialty Chemicals Division overseeing the bromine and derivatives business with $600m annual revenues. Mr Knight holds an MBA from Louisiana State University and a Bachelor and Masters of Science, Chemical Engineering from the University of Arkansas.
Mr Knight will replace Mr Tyson Hall who has given notice of his resignation effective December 31, 2022 post the likely milestone of mechanical completion of the Small-Scale Boron Facility. Mr. Hall, who remains committed to the project and excited about its success, will continue supporting the Company in a consulting role allowing him more flexibility with a less rigorous travel schedule.
ENDS
About 5E AdvancedMaterials, Inc.
5E Advanced Materials, Inc. (Nasdaq: FEAM) (ASX: 5EA) is focused on becoming a vertically integrated global leader and supplier of boron specialty and advanced materials, complemented by lithium co-product production. The Company’s mission is to become a supplier of these critical materials to industries addressing global decarbonization, food and domestic security. Boron and lithium products will target applications in the fields of electric transportation, clean energy infrastructure, such as solar and wind power, fertilizers, and domestic security. The business strategy and objectives are to develop capabilities ranging from upstream extraction and product sales of boric acid, lithium carbonate and potentially other co-products, to downstream boron advanced material processing and development. The business is based on our large domestic boron and lithium resource, which is located in Southern California and designated as Critical Infrastructure by the Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency.
Forward Looking Statements and Disclosures
This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements other than statements of historical fact included in this press release regarding our business strategy, plans, goal, and objectives are forward-looking statements. When used in this press release, the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “budget,” “target,” “aim,” “strategy,” “estimate,” “plan,” “guidance,” “outlook,” “intent,” “may,” “should,” “could,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on 5E’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the extraction of the critical materials we intend to produce and advanced materials production and development. These risks include, but are not limited to: our limited operating history in the borates and lithium industries and no revenue from our proposed extraction operations at our properties; our need for substantial additional financing to execute our business plan and our ability to access capital and the financial markets; our status as an exploration stage company dependant on a single project with no known Regulation S-K 1300 mineral reserves and the inherent uncertainty in estimates of mineral resources; our lack of history in mineral production and the significant risks associated with achieving our business strategies, including our downstream processing ambitions; our incurrence of significant net operating losses to date and plans to incur continued losses for the foreseeable future; risks and
uncertainties relating to the development of the Fort Cady project, including our ability to timely and successfully complete our Small Scale Boron Facility; and other risks. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. No representation or warranty (express or implied) is made as to, and no reliance should be place on, any information, including projections, estimates, targets, and opinions contained herein, and no liability whatsoever is accepted as to any errors, omissions, or misstatements contained herein. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as to the date of this press release.
For additional information regarding these various factors, you should carefully review the risk factors and other disclosures in the Company’s amended Form 10 filed with the U.S. Securities and Exchange Commission on March 7, 2022, and its Form 10-Q filed with the SEC on May 12, 2022, as well as the latest risk factors described in the Form 8-K filed on August 11, 2022,Form 10-K filed on September 28, 2022 and Form S-1 filed on October 11, 2022. Additional risks are also disclosed by 5E in its filings with the Securities and Exchange Commission, as well as its filing under the Australian Securities Exchange, throughout the year, including its Form 10-K, Form 10-Qs and Form 8-Ks, as well as in its filings under the Australian Securities Exchange. Any forward-looking statements are given only as of the date hereof. Except as required by law, 5E expressly disclaims any obligation to update or revise any such forward-looking statements. Additionally, 5E undertakes no obligation to comment on third party analyses or statements regarding 5E’s actual or expected financial or operating results or its securities.
Authorized for release by: David Salisbury, Chairman of the Board of Directors
For further information contact:
| Chance Pipitone<br><br><br>Investor Relations<br><br><br>cpipitone@5eadvancedmaterials.com<br><br><br>Ph: +1 (346) 433-8912 | J.T. Starzecki<br> <br>Chief Marketing Officer<br><br><br>jstarzecki@5eadvancedmaterials.com<br> <br>Ph: +1 (612) 719-5076 | Chris Sullivan<br> <br>Media<br><br><br>chris@macmillancom.com<br> <br>Ph: +1 (917) 902-0617 |
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