Solid Power, Inc. (Form: DEF 14A, Received: 04/10/2023 08:31:44)

Stock Ownership Guidelines

Chief Executive Officer (including Interim Chief Executive Officer)

5 times annual base salary

Other Covered Executives

3 times annual base salary

Covered Directors

5 times annual cash retainer

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to §240.14a-12

SOLID POWER, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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LETTER TO STOCKHOLDERS

April 10, 2023

DEAR STOCKHOLDER:

It is a pleasure for me to extend to you an invitation to attend the 2023 Annual Meeting of Stockholders of Solid Power, Inc. (the “Annual Meeting”). The Annual Meeting will be held virtually on May 24, 2023, at 10:00 a.m., Mountain Time. You may attend the Annual Meeting, submit questions and vote your shares electronically during the Annual Meeting via live webcast by visiting https://www.cstproxy.com/solidpower/2023.

The Notice of 2023 Annual Meeting of Stockholders and this proxy statement (the “Proxy Statement”) describe the proposals to be considered and voted upon at the Annual Meeting.

We hope that all stockholders will virtually attend the Annual Meeting. Whether or not you plan to attend the virtual Annual Meeting, it is important that you be represented. To ensure that your vote will be received and counted, please vote online or by mail by following the instructions included on your Notice of Internet Availability of Proxy Materials, your proxy card or voting instruction form, or that otherwise accompanies your proxy materials.

On behalf of our Board of Directors and senior management, I would like to express our appreciation for your support and interest in Solid Power, Inc. I look forward to seeing you at the Annual Meeting.

David B. Jansen
Interim Chief Executive Officer, President,
Chairperson of the Board and Class III Director

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NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

TO THE STOCKHOLDERS OF SOLID POWER, INC.:

The 2023 Annual Meeting of Stockholders of Solid Power, Inc. (“Solid Power,” “we,” “us,” “our,” or the “Company”) will be held on May 24, 2023, at 10:00 a.m., Mountain Time. We have adopted a virtual format for the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) to provide a safe, consistent and convenient experience to all stockholders regardless of location. You may attend the Annual Meeting, submit questions and vote your shares electronically during the Annual Meeting via live webcast by visiting https://www.cstproxy.com/solidpower/2023.

The Annual Meeting is being held for the following purposes:

To elect as Class II directors the three nominees named in the proxy statement and recommended by our Board of Directors.

To ratify the appointment of Ernst & Young, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

To indicate, by a non-binding advisory vote, the frequency of future “Say-on-Pay” proposals on executive compensation.

To consider and act upon any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

You may vote on these matters online at the Annual Meeting or by proxy. Whether or not you plan to virtually attend the Annual Meeting, we ask that you vote by one of the following methods to ensure that your shares will be represented at the meeting in accordance with your wishes:

• Vote online by following the instructions included on your Notice of Internet Availability of Proxy Materials, your proxy card or voting instruction form, or that otherwise accompanies your proxy materials; or

• Vote by mail, by completing and returning your proxy card or voting instruction form in the addressed stamped envelope provided, if you received a paper copy of the proxy materials.

Only stockholders of record at the close of business on March 27, 2023 are entitled to notice of,
and to vote at, the Annual Meeting or any adjournment or postponement of the meeting.
The proxy materials were either made available to you online or
mailed to you beginning on or about April 10, 2023.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
to be Held Virtually on May 24, 2023 at 10:00 a.m., Mountain Time.

The proxy statement and annual report to stockholders are available at https://www.cstproxy.com/solidpower/2023.

By Order of the Board of Directors

James Liebscher

Chief Legal Officer and Secretary
April 10, 2023

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TABLE OF CONTENTS
Proxy Statement Summary					1
Meeting Details					1
Voting Matters and Recommendations					1
Corporate Governance Matters					2
Classified Board of Directors					2
Committees of our Board of Directors					3
Board Leadership Structure					4
Meetings of our Board of Directors; Attendance					4
Director Independence					4
Director Nominations					4
Succession Planning					5
Role of Our Board and Its Committees in Risk Oversight					5
Annual Board and Committee Evaluations					5
Director Education					6
Code of Business Conduct and Ethics					6
Corporate Governance Guidelines					6
Insider Trading Policy					6
Family Relationships					6
Annual Meeting Attendance					7
Proposal No. 1 — Election of Directors					8
Directors					8
Recommendation of Our Board of Directors					8
Director Nominees for Election at the 2023 Annual Meeting					9
Continuing Directors					11
Director Qualifications					13
Nasdaq’s Board Diversity Requirements					13
Compensation Discussion and Analysis					14
Overview					14
Executive Summary					14
Our Objectives					17
How We Make Executive Compensation Decisions					17
2022 Named Executive Officer Compensation					19
Stock Ownership Guidelines					21
Employment Arrangements					21
Severance and Change in Control Protection					21
Compensation Risk Oversight					23
Human Resources and Compensation Committee Report					23
Executive Compensation					24
2022 Summary Compensation Table					24
2022 Grants of Plan-Based Awards Table					25
Narrative Disclosure to Summary Compensation and Grants of Plan-Based Awards Tables					26
2022 Outstanding Equity Awards at Fiscal Year-End Table					27
2022 Option Exercises and Stock Vested Table					28
No Pension, Nonqualified Defined Contribution, or other Nonqualified Deferred Compensation Plan Benefits					28

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Potential Payments Upon Termination or Change of Control					28
Executive Change in Control and Severance Plan					28
Compensation of Directors					31
Outside Director Compensation Policy					31
2022 Director Compensation					32
Outstanding Director Equity Awards at Fiscal Year-End					33
Director Stock Ownership Guidelines					33
Compensation Committee Interlocks and Insider Participation					33
Pay Versus Performance					34
Reconciliation of Compensation Actually Paid Adjustments					35
Equity Compensation Plan Information					37
Security Ownership of Certain Beneficial Owners and Management					37
Certain Relationships and Related Party Transactions					39
Transactions with BMW					39
Related Person Transaction Policy					40
Proposal No. 2 — Ratification of Independent Registered Public Accounting Firm					41
Principal Accountant Fees and Services					41
Change in Auditor					41
Pre-Approval Policy					42
Recommendation of Our Board of Directors					42
Report of the Audit Committee					42
Proposal No. 3 — Non-Binding Advisory Vote to Approve the Frequency of the Advisory Vote on Executive Compensation					44
Recommendation of Our Board of Directors					44
Delinquent Section 16(a) Reports					44
Where to Get Additional Information					44
Availability of Annual Report on Form 10-K					45
Stockholder Communications					45
Other Business					45
Questions and Answers Regarding Proxy Materials and Voting Information					46
What is Included in the Proxy Materials?					46
Why Did I Receive the Proxy Materials?					46
Why Did I Receive a Notice of Internet Availability of Proxy Materials?					46
What is the Record Date?					46
What are the Proposals to be Voted on, and What are the Voting Standards?					46
How Can I Attend the Virtual Annual Stockholders’ Meeting?					47
Am I Entitled to Vote?					48
How May I Vote?					48

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How Can I Vote Before our Annual Meeting?					48
Can I Vote at the Virtual Annual Meeting?					49
What if I am a Beneficial Owner and Do Not Give Instructions on How to Vote?					49
What is a Quorum?					49
How are Votes Tabulated?					50
What if I Want to Change my Vote?					50
Are Votes Confidential?					50
How do I Submit Stockholder Proposals for Next Year’s Annual Meeting?					50
What is Householding?					51
How are Proxies Solicited and What is the Cost?					51
How Can I Obtain the Results of Voting at the Annual Meeting?					51
How Can I View or Request Copies of Corporate Documents and SEC Filings?					51
What is Our Mailing Address?					51

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PROXY STATEMENT SUMMARY

Meeting Details

Date and Time

Location

Who Can Vote

Wednesday, May 24, 2023
at 10:00 a.m. Mountain Time

https://www.cstproxy.com/
solidpower/2023

Our Board of Directors has fixed the close of
business on March 27, 2023 as the record date
(the “Record Date”). You are entitled to vote at
the Annual Meeting and at any adjournment
thereof if you were a holder of the Company’s
common stock as of the close of business on
March 27, 2023.

Voting Matters and Recommendations

PROPOSALS THAT REQUIRE YOUR VOTE

BOARD RECOMMENDATION

LEARN MORE

The election of the three nominees named in this proxy statement as Class II directors of the Company

FOR each nominee

Page 8

The ratification of the appointment of Ernst & Young, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023

FOR

Page 41

The approval, on a non-binding advisory vote, of the frequency of future “Say-on-Pay” proposals on executive compensation

EVERY ONE YEAR

Page 44

Stockholders will also transact such other business as may properly be brought before the meeting or any adjournment thereof by or at the direction of our Board.

Your vote is important. Please vote by Internet or mail as soon as possible to ensure your vote is recorded properly. Stockholders of record may vote without attending the Annual Meeting by one of the following methods:

Internet
Go to https://www.cstproxy.com/solidpower/2023
and follow the instructions on the website.

Mail
Complete, sign and date the enclosed proxy card or voting instruction form and return it in the prepaid envelope provided, if you received a paper copy of the proxy materials.

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CORPORATE GOVERNANCE MATTERS

Classified Board of Directors

Our Second Amended and Restated Certificate of Incorporation provides that our Board is divided into three classes serving staggered three-year terms. Class I directors will serve until our annual meeting of stockholders in 2025. Class II directors will serve until the Annual Meeting. Class III directors will serve until our annual meeting of stockholders in 2024. Upon expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. As a result of this classification of directors, it generally takes at least two annual meetings of stockholders for stockholders to effect a change in a majority of the members of our Board.

The following table sets forth our current directors along with their respective classes, term expiration, independence status, and committee membership:

Class I Term expires in 2025	Class II Term expires in 2023	Class III Term expires in 2024

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Committees of our Board of Directors

Our Board has three standing committees: an audit committee, a governance and corporate responsibility committee (“governance committee”), and a human resources and compensation committee (“HRC committee”).

	John Stephens, Chairperson^ Erik Anderson Lesa Roe* Audit Committee Report: page 42 Meetings in 2022: 5			Audit Committee Key Responsibilities: • overseeing the appointment, compensation, and work of the independent auditors • reviewing our financial statements with management and independent auditors • overseeing our risk management, major litigation and financial risk exposures • reviewing our financial reporting processes and internal controls • overseeing sustainability and climate matters impacting our financial reporting Our audit committee operates under a written charter, a copy of which is available on our website at https://ir.solidpowerbattery.com/.
	* Each member satisfies the independence requirements of the rules of the SEC and Nasdaq. ^ John Stephens is an audit committee financial expert.

	Aleksandra Miziolek, Chairperson* Steven Goldberg* Lesa Roe* MaryAnn Wright* Meetings in 2022: 4			Governance and Corporate Responsibility Committee Key Responsibilities: • identifying, evaluating and recommending individuals to become directors • developing and recommending a set of corporate governance guidelines • overseeing the annual performance evaluation of our Board and its committees • overseeing certain environmental, social and governance (“ESG”) matters • reviewing director independence and qualifications for committee service • assessing annually the composition of our Board and its committees Our governance committee operates under a written charter, a copy of which is available on our website at https://ir.solidpowerbattery.com/.
	* Each member satisfies the independence requirements of the rules of the SEC and Nasdaq.

	Steven Goldberg, Chairperson* Aleksandra Miziolek* John Stephens* MaryAnn Wright*^ HRC Committee Report: page 23 Meetings in 2022: 5			Human Resources and Compensation Committee Key Responsibilities: • approving compensation of our executive officers and directors • approving grants and/or awards of equity-based compensation • overseeing our strategies and policies related to human resource management • leading succession planning for our executive officers • considering risks arising from our compensation plans, policies and programs Our HRC committee operates under a written charter, a copy of which is available on our website at https://ir.solidpowerbattery.com/.
	* Each member is a non-employee director and satisfies the independence requirements of the rules of the SEC and Nasdaq. ^ Ms. Wright joined our Board and was appointed to the HRC committee in July 2022. Ms. Wright did not participate in any discussions or deliberations relating to the 2022 compensation of our executive officers or the development of our non-employee director compensation program.

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Board Leadership Structure

We currently combine the positions of Interim Chief Executive Officer and President with Chairperson of our Board. We believe our Interim Chief Executive Officer and President, as an executive, is in the best position to fulfill the Chairperson’s responsibilities, including those related to identifying emerging issues and communicating essential information to our Board about our performance and strategies. We believe his in-depth knowledge of our company and his extensive executive and management experience makes him well positioned to lead our Board in developing and monitoring our strategic direction.

In addition, John Stephens serves as our lead independent director. As lead independent director, Mr. Stephens is responsible for, among other things, calling separate meetings of the independent directors, determining the agenda and serving as chairperson of meetings of independent directors, reporting to our Chief Executive Officer and the Chairperson regarding feedback from executive sessions, serving as spokesperson for our company as requested, helping to set the agenda for Board meetings and performing other responsibilities as requested by the Board from time to time.

Meetings of our Board of Directors; Attendance

Our Board held six meetings in 2022. Each of our directors other than Messrs. Anderson and Feurer attended at least 75% of the aggregate number of meetings of our Board and of the committees on which he or she served during the period in which he or she was a director.

Director Independence

Our Board, at the recommendation of the governance committee, has affirmatively determined that each of the directors on our Board other than Messrs. Feurer and Jansen qualify as independent directors, as defined under the rules of the Nasdaq Global Select Market (“Nasdaq”), and our Board consists of a majority of “independent directors,” as defined under U.S. Securities and Exchange Commission (“SEC”) rules and Nasdaq rules relating to director independence requirements. We are subject to SEC and Nasdaq rules relating to the membership, qualifications, and operations of the audit committee and heightened independence requirements relating to compensation committee membership, as discussed below. John Stephens is our lead independent director.

Douglas Campbell, who served as our Chief Executive Officer and as a Class I director throughout fiscal year 2022 until his resignation from those roles on November 29, 2022, was not considered independent due to his service as an executive officer of the Company. In addition, Robert Tichio, whose term as a Class I director ended at our 2022 annual meeting of stockholders following his decision not to stand for re-election as a director, qualified as an independent director in accordance with applicable Nasdaq and SEC rules while serving on our Board.

Director Nominations

In identifying and evaluating nominees for director, the governance committee considers character, professional ethics and integrity, judgment, business acumen, proven achievement and competence in one’s field, the ability to exercise sound business judgment, tenure on our Board and skills that are complementary to our Board, an understanding of our business, an understanding of the responsibilities that are required of a member of our Board, other time commitments, diversity with respect to professional background, education, race, ethnicity, gender, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our Board and the ability to represent the best interests of our stockholders.

Because our Board believes it is important to create a Board with a diversity of experience, expertise, gender, race, and ethnicity, the governance committee will strive to include candidates who reflect diverse backgrounds in each search.

Our governance committee recommends candidates for nomination for election at the annual meeting of our stockholders. The governance committee will also consider director candidates recommended for nomination by our stockholders, so long as such recommendations and nominations comply with the procedures set forth in our Amended and Restated Bylaws (the “Bylaws”), all applicable company policies and all applicable laws, rules and regulations, including those established by the SEC. Our governance committee will assess such candidates in the same manner as candidates recommended to the committee from other sources and using the same criteria described above.

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Succession Planning

A primary responsibility of our Board is planning for Chief Executive Officer succession, including the development of plans for emergency succession for the Chief Executive Officer in the event the need for a successor arises unexpectedly. Our Board has delegated responsibility to the HRC committee to plan for the development, selection, retention, and succession of each of the executive officers.

Following the resignation of Douglas Campbell as our Chief Executive Officer on November 29, 2022, our Board appointed David Jansen as our Interim Chief Executive Officer in addition to his role as our President and Chairperson of the Board. Our Board is currently undertaking a comprehensive search process to identify a permanent Chief Executive Officer with the assistance of a leading, independent executive search firm.

Role of Our Board and Its Committees in Risk Oversight

One of our Board’s key functions is informed oversight of our risk management process. Our Board administers its oversight function directly through our Board as a whole and our standing committees that address risks inherent in their respective areas of oversight. Both our Board and our committees have the authority to engage external advisors to the extent necessary or appropriate. The following table sets forth key risk areas each of our standing committees is responsible for overseeing:

OUR BOARD

Our Board executes its oversight duties through:

•

Assigning specific oversight duties to the standing committees.

•

Receiving periodic briefings and informational sessions by management on the types of risks we face and the means of mitigating and controlling those risks.

Audit Committee

•

Financial reporting & internal controls

•

Investment management

•

Cybersecurity

•

Enterprise risk management

Governance Committee

•

Conflicts of interest

•

Governance structure & processes

•

Director selection & independence

•

Code of Conduct compliance

HRC Committee

•

Compensation practices

•

Human resources management

•

Succession planning

•

Stock ownership guidelines

MANAGEMENT

Management is primarily responsible for:

•

Identifying risks and designing risk controls.

•

Evaluating and prioritizing risks and balancing potential risk to potential reward.

•

Escalating to our Board and/or committees as appropriate.

We, along with others in our industry, are susceptible to information security breaches and other cybersecurity-related incidents. We are committed to protecting the integrity and security of our systems and electronic information. Cybersecurity risk exposure is subject to the oversight of our audit committee. The audit committee is routinely updated on cybersecurity risks and mitigation steps management takes. In addition, the audit committee conducts a formal annual review and assessment of our cybersecurity and information security risk exposure and makes recommendations to management pertaining to monitoring and minimizing findings in such assessment. We engage an external consultant to monitor our security program, including business continuity processes, security risk and threat assessments and security testing, the results of which are communicated to the audit committee and our Board.

Annual Board and Committee Evaluations

Our Board is committed to continual corporate governance improvement. Our Board and each standing committee annually conduct a self-evaluation to review and assess the overall effectiveness of our Board and each committee. The governance committee oversees the annual self-evaluation and reports the results to our Board. The governance committee is also responsible for establishing the evaluation criteria and implementing the process for the evaluation, as well as considering other corporate governance principles that may, from time to time, merit consideration by our Board. Our Board

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then discusses each evaluation to determine what, if any, actions should be taken to improve the effectiveness of our Board or any of the committees.

Director Education

We provide our directors with appropriate orientation and continuing education, which is overseen by the governance committee. Portions of certain Board meetings are devoted to educational topics at which senior management and outside subject matter experts present information regarding matters such as our industry, business operations, strategies, objectives, risks, opportunities, competitors and legal and regulatory issues. We also encourage directors to periodically pursue appropriate programs, sessions or materials and we will reimburse directors for reasonable expenses in accordance with our policies.

Code of Business Conduct and Ethics

Our Board adopted a code of business conduct and ethics (the “Code of Conduct”) that applies to all of our employees, executive officers and directors. The Code of Conduct is available on our website. The governance committee is responsible for developing, reviewing, and monitoring compliance with the Code of Conduct. Any waivers of the Code of Conduct must be approved by our Board. We expect that any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on our website.

Corporate Governance Guidelines

Our Board adopted corporate governance guidelines that serve as a framework within which our Board and its committees operate. These guidelines cover several areas including:

	✓ Director responsibilities			✓ Board agendas
	✓ Committee responsibilities and assignments			✓ Meetings of independent directors
	✓ Director communications with third parties			✓ Director orientation and continuing education
	✓ Evaluation of senior management			✓ Management succession planning
	✓ Director access to management and advisors			✓ Role of Chairperson and lead independent director

A copy of our corporate governance guidelines is posted on our website at https://ir.solidpowerbattery.com/.

Insider Trading Policy

We have adopted an Insider Trading Policy applicable to our directors, executive officers and other employees that prohibits the violation of the U.S. securities laws by transacting in our common stock, other Company securities or the securities of other companies while in the possession of material non-public information.

Under our Insider Trading Policy, pre-clearance by our compliance officer is required for securities transactions entered into by our directors and executive officers, including the adoption or modification of Rule 10b5-1 trading plans.

In addition, quarterly trading blackouts are imposed under the Insider Trading Policy upon our directors, executive officers and certain employees. The Insider Trading Policy also permits the Company to institute additional trading blackout periods or other pre-clearance requirements as deemed appropriate.

Hedging and Pledging

The Insider Trading Policy restricts other lawful conduct that may not be aligned with our stockholders’ best interest. For example, the Insider Trading Policy prohibits hedging transactions for all those subject to the policy, which includes all directors, executive officers and employees and restricts pledging transactions by our directors, executive officers and all other employees.

Family Relationships

There are no family relationships among any of our directors and executive officers.

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Annual Meeting Attendance

Each of our directors is strongly encouraged to attend our annual meetings of stockholders. Seven of our directors attended our 2022 annual meeting of stockholders, which also was held exclusively online. We expect that all of our directors will attend the 2023 Annual Meeting.

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PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Directors

Our stockholders will elect three Class II directors at the Annual Meeting. Each of the Class II directors is expected to hold office until the 2026 annual meeting of our stockholders, or until his or her respective successor is duly elected and qualified.

Voting Standard

Directors are elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. This means that the three nominees who receive the most votes will be elected to the three open directorships, even if they get less than a majority of the votes cast. Proxies cannot be voted for a greater number of persons than the nominees named in this proxy statement. No cumulative voting is permitted.

Plurality Plus

Any director nominee who does not receive a greater number of the votes cast “for” his or her election than votes “withheld” for that nominee’s election shall tender his or her resignation to our Board promptly following certification of the stockholder vote. The governance committee will consider the tendered resignation and recommend to our Board whether to accept or reject the resignation or whether other action should be taken. Our Board will consider the recommendation and publicly disclose its decision (by press release, SEC filing or any other public means of disclosure deemed appropriate) regarding the tendered resignation within 90 days following certification of the election results. The director who tenders his or her resignation may not participate in the recommendation of the governance committee or the decision of our Board with respect to his or her resignation.

Director Nominations

Our Board approved our slate of nominees at the recommendation of the governance committee. All nominees are current directors. Each nominee has consented to his or her nomination and has advised us that he or she intends to serve if elected. If, at the time of the Annual Meeting, one or more of the nominees have become unable to serve: (1) shares represented by proxies will be voted for the remaining nominees and for any substitute nominee or nominees; or (2) our Board may, in accordance with our Bylaws, reduce the size of our Board or leave a vacancy until a nominee is identified.

Recommendation of Our Board of Directors

✓

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION
OF STEVEN GOLDBERG, ALEKSANDRA MIZIOLEK, AND MARYANN WRIGHT
AS CLASS II DIRECTORS OF THE COMPANY FOR THE ENSUING TERM.

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Director Nominees for Election at the 2023 Annual Meeting

A biography of each director nominee, current as of April 10, 2023, setting forth his or her age, and describing his or her business experience during the past five years, including other prior relevant business experience, is presented below.

[MISSING IMAGE: ph_stevengoldberg-4c.jpg]

Class II Director

Age: 70

Director Since: 2019

Committees: [MISSING IMAGE: ic_gwhite-4c.jpg]

Steven Goldberg [MISSING IMAGE: ic_i-4c.jpg]

Business Experience

•

Partner, Finistere Ventures (2021-present)

•

President, Air Access (2020-present)

•

Operating Partner, Venrock (2009-2020)

•

Chief Executive Officer and Member of Board of directors of several early-stage technology companies (2000-present)

Nominee Qualifications

Dr. Goldberg holds B.S. and M.S. degrees in Electrical Engineering from Washington University, St. Louis, and a Ph.D. in Electrical Engineering from the University of California, Santa Barbara. We believe Dr. Goldberg is well-qualified to serve as a member of our Board due to his experience in leading and overseeing growing technology companies, his technical background, and his prior service on private and pre-public company boards.

[MISSING IMAGE: ph_aleksandramiziolek-4c.jpg]

Class II Director

Age: 66

Director Since: 2022

Committees: [MISSING IMAGE: ic_gyellow-4c.jpg]

Directorships Within the
Past Five Years: Tenneco, Inc.

Aleksandra Miziolek [MISSING IMAGE: ic_i-4c.jpg]

Business Experience

•

Operator Advisor, Assembly Ventures (2021-present)

•

Advisor, OurOffice, Inc. (2021-present)

•

SVP, Chief Transformation Officer, General Counsel, Corporate Secretary, and Chief Compliance Officer, Cooper-Standard Holdings Inc. (2014-2019)

•

Member, Director of the Automotive Industry Group, Dykema Gossett PLLC (1983-2014)

Nominee Qualifications

Ms. Miziolek holds a B.A. in Political Science and Spanish and a J.D., each from Wayne State University. We believe Ms. Miziolek is well-qualified to serve on our Board due to her experience in the automotive industry and service as an executive officer, as well as her M&A and governance and legal background.

Additional Information

Ms. Miziolek was appointed to our Board, effective February 10, 2022. Prior to her appointment, Ms. Miziolek was identified and recommended as a potential candidate to our Board by a financial advisor the Company used in the business combination.

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[MISSING IMAGE: ph_maryannwright-4c.jpg]

Class II Director

Age: 61

Director Since: 2022

Committees: [MISSING IMAGE: ic_gwhite-4c.jpg]

Other Public Company Boards: Group 1 Automotive, Inc.;
Micron Technology, Inc.; Brunswick Corporation

Directorships Within the Past Five Years: Maxim Integrated Products, Inc.; Delphi Technologies

MaryAnn Wright [MISSING IMAGE: ic_i-4c.jpg]

Business Experience

•

Group Vice President of Engineering and Product Development, Johnson Controls International PLC (2007-2017)

•

Vice President and General Manager, Johnson Controls Hybrid Systems (2009-2013)

•

Chief Executive Officer, Johnson Controls – Saft (2007-2009)

•

Office of the Chair and Executive Vice President Engineering, Product Development, Commercial and Program Management, Collins & Aikman Corporation (2006-2007)

•

Director, Sustainable Mobility Technologies & Hybrid and Fuel Cell Vehicle Programs, Ford Motor Company (1988-2005)

Nominee Qualifications

Ms. Wright holds a B.A. in Economics and International Business and an M.S. in Engineering from the University of Michigan and an M.B.A. in Finance from Wayne State University. We believe Ms. Wright is well-qualified to serve on our Board due to her experience and knowledge of the automotive industry, public board experience, and her expertise in vehicle, advanced powertrain, and energy storage system technologies.

Additional Information

Ms. Wright was appointed to our Board effective July 18, 2022. Prior to her appointment, Ms. Wright was identified and recommended as a potential candidate to our Board by the Chairperson of our governance committee.

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Continuing Directors

A biography of each of our continuing directors, in alphabetical order and current as of April 10, 2023, setting forth his or her age, and describing his or her business experience during the past five years, including other prior relevant business experience, is presented below.

Class I Director

Age: 64

Director Since: 2021

Committees: [MISSING IMAGE: ic_awhite-4c.jpg]

Other Public Company Boards: Topgolf Callaway Brands Corp.; Hyzon Motors, Inc.

Directorships Within the Past Five Years: Decarbonization Plus Acquisition Corporation IV; Decarbonization Plus Acquisition Corporation II;
Avista Corporation

Erik Anderson [MISSING IMAGE: ic_i-4c.jpg]

Business Experience

•

Chief Executive Officer, WestRiver Group (2002-present)

•

Executive Chairman, Singularity Group (2018-present)

•

Chief Executive Officer and Executive Chairman, Topgolf International, Inc. (2015-2021)

Director Qualifications

Mr. Anderson holds a masters and bachelors degree in Industrial Engineering from Stanford University and a bachelors degree in Management Engineering from Claremont McKenna College. We believe Mr. Anderson is well-qualified to serve on our Board due to his experience as a director and leader of public companies.

Class III Director

Age: 56

Director Since: 2021

Committees: None

Rainer Feurer

Business Experience

•

SVP Corporate Investments, BMW Group (2020-present)

•

Vice Chairman, Spotlight Automotive Limited (2020-present)

•

SVP Mobility and Energy Services, BMW Group (2019-2020)

•

SVP Customer Centric Sales Development, CX, BMW Group (2016-2019)

Director Qualifications

Dr. Feurer holds a B.A. (Hons) in International Management from Middlesex University, UK and Dipl. Betriebswirt (FH) Diploma from Reutlingen, Germany. He received his M.B.A. from Monterey Institute of International Studies in 1993 and his Ph.D. in Strategic Management from Cranfield University, UK in 1996. We believe Dr. Feurer is well-qualified to serve on our Board due to his experience in the automotive industry.

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Chairperson,
Class III Director

Age: 61

Director Since: 2014

Committees: None

David Jansen

Business Experience

•

Interim Chief Executive Officer (November 2022-present) and President, Solid Power, Inc. (2017-present)

•

Managing Partner, Murphee Colorado (2002-2010)

•

President and Chief Executive Officer, Advanced Distributed Sensor Systems (2005-2009)

Director Qualifications

Mr. Jansen holds a B.S. in Electrical Engineering from the University of Arizona. We believe Mr. Jansen is well-qualified to serve on our Board due to his experience advising and managing Solid Power as well as his prior executive and management experience.

Class I Director

Age: 59

Director Since: 2022

Committees: [MISSING IMAGE: ic_awhite-4c.jpg]

Lesa Roe

Business Experience

•

Chief Executive Officer and Chancellor, University of North Texas System (2017-2021)

•

Deputy Associate Administrator and Deputy Chief Operating Officer, National Aeronautics and Space Administration (NASA) (2014-2017)

•

Center Director, NASA (2005-2014)

Director Qualifications

Ms. Roe holds a B.S. in Electrical Engineering from the University of Florida and an M.S. in Electrical Engineering from the University of Central Florida. We believe Ms. Roe is well-qualified to serve on our Board due to her leadership experience and technical background in engineering.

Class III Director

Age: 63

Director Since: 2021

Committees: [MISSING IMAGE: ic_ablue-4c.jpg]

Other Public Company Boards:
Freeport-McMoRan Inc.

John Stephens [MISSING IMAGE: ic_i-4c.jpg]

Business Experience

•

Senior Executive Vice President and Chief Financial Officer, AT&T, Inc. (2011-2021)

•

Senior Vice President and Controller, AT&T, Inc. (2001-2011)

•

Vice President – Taxes, AT&T, Inc. (2000-2001)

Director Qualifications

Mr. Stephens holds a B.S.B.A. in Accounting from Rockhurst University and a J.D. from St. Louis University School of Law. We believe Mr. Stephens is well-qualified to serve on our Board due to his senior leadership experience in the oversight of a large, publicly traded company and experience in financial and accounting matters, international business and affairs, mergers, acquisitions and other major corporate transactions.

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Director Qualifications

Our Board is comprised of individuals that support and oversee our current operational progress and strategic plan and represent stockholder interests through the exercise of sound judgment using their diversity of backgrounds and experiences in various areas.

All of our directors and director nominees possess various qualifications, including the following:

	✓ strength of character			✓ high integrity and professional ethics
	✓ ability to devote time to their position on our Board			✓ proven achievement and competence in their field
	✓ an understanding of our business			✓ skills that are complementary to our Board
	✓ business acumen and ability to exercise sound business judgment			✓ an understanding of the responsibilities that are required of a director

In addition, our directors and director nominees bring to our Board many individual experiences, qualifications and skills, as shown in the following matrix. The skills identified in the matrix are intended as a high-level summary and not an exhaustive list. The matrix is intended to depict notable areas of focus for each of our directors and director nominees, and not having a mark does not mean that a particular director or director nominee does not possess that experience, qualification or skill. Directors and director nominees have acquired these experiences, qualifications and skills through education, direct experience and oversight responsibilities.

Knowledge, Skills and Experience

Erik
Anderson

Rainer
Feurer

Steven
Goldberg

David
Jansen

Aleksandra
Miziolek

Lesa
Roe

John
Stephens

MaryAnn
Wright

Audit / Financial

✓

Automotive Industry

✓

Battery and Energy Technology Development

✓

Human Resources Management

✓

Information Technology / Cybersecurity

✓

International Operations

✓

Manufacturing and Operations

✓

M&A / Strategic Planning Oversight

✓

Other Public Company Board or Executive Experience

✓

Risk Management / Legal / Regulatory

✓

Sustainability / Corporate Responsibility

✓

Company Board Tenure

Years

Nasdaq’s Board Diversity Requirements

Nasdaq-listed companies are required to publicly disclose board-level statistics using a standardized board diversity matrix in the form of the table below. The information in the table is based on voluntary, self-reported information from our directors. The categories included in the table have the meanings set forth in Nasdaq Rule 5605(f). Diversity characteristics not applicable to our Board have been excluded from the table.

	Board Diversity Matrix (as of April 1, 2023)		Board Diversity Matrix (as of November 29, 2022)
Total Number of Directors	8		8
Part I: Gender Identity	Female	Male	Female	Male
Directors	3	5	3	5
Part II: Demographic Background
White	3	5	3	5

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COMPENSATION DISCUSSION AND ANALYSIS

Overview

In this section, we provide an explanation and analysis of the material elements of the compensation provided to our Interim CEO, our former CEO, our Chief Financial Officer, and our other three most highly compensated executive officers who were serving as such at the end of our fiscal year 2022 (collectively referred to as our “named executive officers”). Those named executive officers were:

	Named executive officer				Title
	David Jansen(1)				Interim Chief Executive Officer, President, Chairperson of the Board and Class III Director
	Kevin Paprzycki				Chief Financial Officer and Treasurer
	Joshua Buettner-Garrett				Chief Technology Officer
	Derek Johnson				Chief Operating Officer
	James Liebscher				Chief Legal Officer and Secretary
	Douglas Campbell(2)				Former Chief Executive Officer and Former Class I Director

During 2022, Mr. Jansen served as our Chairperson and President until November 29, 2022, at which time he was also appointed as our Interim Chief Executive Officer.

Mr. Campbell resigned from the Company effective as of November 29, 2022.

Executive Summary

2022 Company Highlights

2022 was an important and successful year for Solid Power. Our key 2022 highlights are below and many are discussed in greater detail in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”):

✓

Grew our team. We added more than 100 valuable team members during 2022, including many who have a technical background, hold advanced engineering or scientific degrees, or have the skills needed to build a strong public company foundation.

✓

Constructed our electrolyte facility. We began construction of a pilot electrolyte production facility, which we recently brought online. At scale, this facility will be capable of producing up to 30 metric tons of electrolyte per year, which we expect to be sufficient to support demand until we reach commercialization.

✓

Installed our EV line. We successfully installed the EV line and began producing our first EV cells. We expect to utilize the EV line for the automotive qualification process and for vehicle demonstration purposes. The EV line is designed to ultimately produce up to 300 EV cells a week.

✓

Delivered 20 Ah cells to our partners. We were able to successfully produce and deliver hundreds of 20 Ah cells to our automotive partners and third-party testing agencies as part of our JDA programs. In addition, our 20 Ah cells recently received UNDOT 38.3 certification, which is required to demonstrate the safety of our cells during shipping.

✓

Expanded our relationship with BMW. We entered into our first research and development-only license agreement with BMW, which will allow BMW to replicate our pilot cell lines at their own facilities and develop cells based on our designs.

✓

Secured additional R&D funding. We applied for, and received notification in early 2023 that we were awarded, up to $5.6 million in funding from the U.S. Department of Energy to continue our development of nickel and cobalt-free solid-state battery cells.

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✓

Prudently managed our investments. We developed a cash investment policy that is designed to provide flexibility in investment options to allow us to maintain adequate liquidity to fund future operations, research and development, and anticipated capital expenditures, with a secondary goal to maximize yield on cash not required to be liquid for near-term operations.

✓

Developed an ESG approach and plan. Our management team evaluated our ESG risks and differentiators, including undertaking benchmarking, risk identification, and gap analyses in order to prepare for potential mandatory ESG disclosure requirements.

2022 Executive Compensation Program Overview

In 2022, our executive compensation program was designed to achieve our executive compensation objectives, including attracting and retaining qualified executive officers and driving strong Company performance by aligning executive officer compensation with our stock performance and strategic and operational objectives, as further described below under “Our Objectives.” The table below outlines each of the three principal elements of our executive compensation program for 2022:

Component

Description

Performance Considerations

Pay Objectives

Short-Term
Cash Compensation

Base Salary

Pay for service in executive role.

Based on the duties and responsibilities of the position, contributions to the Company’s performance, prior experience, individual and company performance, and competitive market data.

Attraction and retention. Base salary adjustments also allow the HRC committee to reflect an individual’s performance, scope of the position, and/or changed responsibilities.

Annual Bonus

Short-term program providing named executive officers with an annual cash bonus opportunity.

Based on the HRC committee’s assessment of each named executive officer’s achievement against Company and individual operational, strategic, and budgeting goals and objectives.

Reward performance in attaining Company and individual performance goals on an annual basis.

Long-Term
Equity Incentive

Stock Options
and RSUs

Long-term equity awards which provide for the delivery of shares of common stock subject to continued employment.

Alignment with stockholders through Company share price performance and the creation of stockholder value.

Align the interests of executives with those of stockholders, promote retention and foster stock ownership.

We seek to provide fair and competitive compensation for our executive officers, which emphasizes operational performance as we seek to develop our electrolyte materials and associated solid-state cell technology and bring our products to market. We believe our 2022 executive compensation program reflected our philosophy and included the following:

✓

Linking Bonus Opportunity to Operational Achievements. We use cash bonus opportunity to directly link executive officer compensation with achieving key operational goals. We set goals based on what we perceive are important milestones as we work to achieve commercialization of our products.

✓

Using Equity as a Key Component of Compensation. We use stock options and restricted stock units (“RSUs”) in our executive compensation program to directly link executive officer compensation to increases in the price of our common stock, which directly reflects increased stockholder value and preserves cash for operating and capital expenses.

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Emphasis on Long-Term Equity and Variable Compensation

The charts below show the proportional value of each element of the total target compensation in 2022 for Douglas Campbell, our former CEO, and for our other named executive officers in the aggregate, illustrating our focus on long-term equity and variable compensation for the 2022 executive compensation program. For 2022, approximately 85% of total target compensation for our former CEO and 75% of total target compensation for all other named executive officers was provided via long-term equity awards, the value of which depends on the appreciation of our stock price over time. Stock options are granted at grant date fair value and will only have value if our stock price increases following the date of grant. Both our stock options and RSU awards vest ratably over four years. Our annual cash bonus plan is tied to meeting operational, strategic, and budgeting goals and objectives that we believe are challenging but attainable with strong performance.

Our Executive Compensation Practices

We strive to design and implement our executive compensation policies and practices in accordance with sound governance standards appropriate for a company of our size, life cycle and complexity. Our HRC committee, comprised solely of independent directors, meets regularly throughout the year to review our executive compensation program to ensure it is consistent with our short-term and long-term goals, given the dynamic nature of our business and the market in which we compete for executive talent. Our executive compensation practices include the following, each of which the HRC committee believes reinforces our executive compensation objectives:

	What We Do
	Pay for performance. A significant percentage of total target compensation is pay at-risk or variable that is connected to achievement of operational goals or our stock price.
	Independent compensation consultant. The HRC committee retains an independent compensation consultant to review our executive compensation program and practices.
	Annual comparator peer group review. The HRC committee, with input from our compensation consultant, determines the composition of our comparator peer group at least annually.
	Double-trigger change-in-control severance arrangements. All of our change-in-control equity arrangements have double triggers requiring a qualifying termination following a qualifying change-in-control in order to receive accelerated vesting.
	Executive stock ownership and retention requirements. Each executive is required to hold at least 50% of the net shares (after taxes) acquired through our equity incentive plans and other forms of stock-based compensation until the executive has achieved the required level of ownership.

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	What We Don’t Do
	No guaranteed annual salary increases or bonuses. Our named executive officers’ salary increases are assessed individually and their annual cash bonuses are tied to corporate and individual performance.
	No tax gross-ups or perquisites. We do not provide any tax gross-ups or provide excessive perquisites or personal benefits to our named executive officers.
	No executive retirement plans. We do not maintain executive or supplemental retirement plans.
	No hedging or pledging permitted. We do not allow hedging or pledging by our directors, officers or employees.

Our Objectives

We believe that to be successful we must hire, motivate and retain talented leadership. We recognize that there is significant competition for qualified executives within our industry, and it can be particularly challenging for companies to recruit executive officers of the caliber necessary to achieve our short-term operational goals and long-term strategic objectives. Accordingly, the principal objectives of our executive compensation program are to:

•

Attract, retain, incentivize and reward talented and qualified individuals who share our philosophy and desire to work towards achieving our goals.

•

Advance the success of our Company by aligning executive incentives with the long-term interests of our stockholders.

•

Align compensation with corporate strategies and operational objectives.

•

Provide an overall level of compensation opportunity that is competitive within the markets in which we compete and within a broader group of companies of comparable size, life cycle and complexity.

Our 2022 executive compensation program continued to reflect our startup origins in that it consisted primarily of salary, annual incentives, RSU awards, and stock option awards, with a heavy focus on the use of long-term equity awards that vest ratably over four years. We intend to continue to evaluate our philosophy and compensation programs as circumstances require.

How We Make Executive Compensation Decisions

In determining pay mix and target executive compensation for our named executive officers, the HRC committee and our CEO (in making recommendations regarding compensation other than his own) consider, as applicable:

•

Each named executive officer’s past and future expected contributions and individual impact to our Company’s performance.

•

Company performance.

•

The current equity and equity incentive ownership of such named executive officers.

•

Compensation levels paid to similarly-situated executive officers.

•

Market data for similarly-situated executives at comparable companies.

•

Input from the HRC committee’s independent compensation consultant.

Role of the HRC Committee

Our HRC committee, which is composed solely of independent directors, is responsible for reviewing and approving the compensation of our executive officers, including our CEO, as well as reviewing and making recommendations to our Board regarding the adoption or material modification of our executive officer compensation plans. The full description of the HRC committee’s responsibilities is provided in the Human Resources and Compensation Committee Charter, available on our website at https://ir.solidpowerbattery.com.

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Role of Executive Officers

In carrying out its responsibilities, the HRC committee works with members of our management team, including our CEO. Our CEO reviews the individual performance of each other executive officer with, and makes compensation recommendations to, the HRC committee. Other members of management support the HRC committee’s work by providing data, information and their perspective on the financial, legal and human resource implications of our compensation programs. No named executive officer participates directly in final decisions regarding his compensation.

Role of Independent Compensation Consultant

The HRC committee has retained the services of Compensia, Inc. (“Compensia”), a national compensation consulting firm, to advise the HRC committee with respect to director and officer compensation matters. The HRC committee has the sole authority to retain or replace Compensia in its discretion. Compensia does not provide consulting services to Company management. Accordingly, Compensia only provides compensation consulting services to the HRC committee and works with our management only on matters for which the HRC committee provides direction and is responsible.

The HRC committee periodically seeks input from Compensia on a range of external market factors, including evolving compensation trends, appropriate peer companies, and market survey data. From time to time, Compensia provides the HRC committee with a comparative analysis of the then-current compensation for our executive officers against the compensation of similarly positioned executive officers at comparable companies within our industry to help inform the HRC committee’s executive compensation decisions. Compensia also provides general observations on our compensation program, but it does not determine the amount or form of compensation for the executive officers. A representative of Compensia may attend meetings of the HRC committee and communicate with HRC committee members outside of meetings. Pursuant to the rules of the SEC and Nasdaq, the HRC committee assessed the independence of Compensia and determined no conflict existed that would prevent Compensia from independently representing the HRC committee.

Consideration of Say-On-Pay Results

Due to our status as an “emerging growth company” until December 31, 2022, we have not been required to conduct an advisory “say-on-pay” vote with respect to executive compensation for any prior year. We intend to hold our first advisory vote on executive compensation next year. The HRC committee will consider the outcome of future say-on-pay votes when making decisions regarding executive compensation policies and arrangements.

Comparison to Relevant Peer Group

Each year, the HRC committee, starting with a recommendation from Compensia, identifies a group of peer companies for purposes of evaluating the overall competitiveness of our executive officers’ compensation. At the HRC committee’s instruction, Compensia used criteria based on revenue, market capitalization, industry classification (technology hardware, electrical/electronic components & equipment, renewable energy), as well as other refinement factors such as revenue growth and timing of public offering. We believe the compensation paid by the resultant comparative peer group is representative of the compensation required to attract, retain, and motivate our executive talent.

For purpose of evaluating executive compensation for 2022, the HRC committee utilized the following compensation peer group for 2022, which we refer to as our “2022 peer group”:

	2022 Compensation Peer Group Companies
	Canoo Inc.				ChargePoint Holdings, Inc.
	ESS Tech, Inc.				EVgo Inc.
	Fisker Inc.				FREYR Battery
	Lightning eMotors, Inc.				The Lion Electric Company
	Lordstown Motors Corp.				Microvast Holdings, Inc.
	Nikola Corporation				Proterra Inc.
	QuantumScape Corporation

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In addition, for purposes of evaluating severance and change-in-control benefits, Compensia provided the HRC committee with expanded market data. This survey included information about the severance pay practices and change-in-control benefits of 130 recently-publicly traded technology companies. The HRC committee and Compensia determined reliance upon the expanded market data set was advisable due to the limited public sample set for this type of information amongst our peer group.

2022 Named Executive Officer Compensation

The narrative below summarizes the key executive compensation programs and decisions for fiscal year 2022.

Base Salary

Base salary is set after considering the named executive officer’s duties and scope of responsibilities, contributions, prior experience, and individual and company performance. Base salaries are established at levels deemed necessary to enable us to attract and retain highly qualified executives with reference to our peer groups, using market data provided by our compensation consultant, and considering comparative pay within the Company for executives with similar levels of responsibility, the prior experience of the executive, and expected contributions to Company performance.

As a company which recently became publicly traded, our HRC committee has exercised caution in making compensation adjustments and has gradually increased the base salaries of our named executive officers in order to align them more closely with compensation provided by our peer groups. Consequently, in 2022, the HRC committee approved increases to the base salaries of each of our named executive officers, as set forth in the table below, which were intended to align base salaries more closely with the 25th percentile of our 2022 peer group and to achieve consistency across the executive team.

	Base Salary
Name	2021 (As of December 31, 2021)			2022 (As of February 1, 2022)
David Jansen		$	275,000		$	335,000(1)
Kevin Paprzycki		$	275,000		$	335,000
Joshua Buettner-Garrett		$	275,000		$	305,000
Derek Johnson		$	275,000		$	370,000
James Liebscher		$	240,000		$	315,000
Douglas Campbell(2)		$	325,000		$	340,000

Mr. Jansen’s base salary was increased to $432,000 on November 29, 2022 as a result of his appointment as Interim Chief Executive Officer.

Mr. Campbell resigned from the Company effective as of November 29, 2022.

Annual Cash Bonus

Each named executive officer was granted an opportunity to earn an annual cash bonus, the purpose of which was to motivate and reward achievement of key Company and individual objectives. For 2022, each named executive officer’s annual cash bonus payout was determined based upon the HRC committee’s assessment of the performance of the Company and the applicable named executive officer against certain operational, strategic and budgeting goals and objectives. For 2022, these goals and objectives included achieving operational goals related to continued development of our electrolyte and cell technologies, continued progress under our joint development agreements with strategic partners, completion of certain capital projects, including installation of our EV line and construction of our electrolyte facility, staying within approved budgets, and building human resources and corporate responsibility capabilities, including developing an ESG plan.

For 2022, the HRC committee set a bonus target of 50% of the salary actually paid to each named executive officer but retained the discretion to pay cash bonuses higher or lower than target based on the HRC committee’s assessment of performance against the goals and objectives described above, as well as any other matters as the HRC committee deemed appropriate. These goals and objectives were designed to be challenging, but achievable with strong performance. This bonus target opportunity represented an increase for each named executive officer (other than Mr. Campbell) from the

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executive’s 2021 bonus target opportunity (in the case of Messrs. Jansen, Paprzycki, and Johnson, 35% of paid annual salary, and in the case of Messrs. Buettner-Garrett and Liebscher, 30% of paid annual salary). As in the case of the 2022 base salary increases described above, the purpose of these bonus target opportunity increases in 2022 was to align annual bonus target opportunities for our named executive officers more closely with compensation provided by other members of our 2022 peer group.

The HRC reviewed actual results against each of the 2022 goals and objectives, assigning an achievement percentage to each goal. Following review and discussion, the HRC committee determined that each of the named executive officers had achieved the applicable Company and individual operational, strategic and budgeting goals at 90% in the aggregate. Except with respect to a supplemental discretionary bonus paid to Mr. Liebscher as described in the Summary Compensation Table below, the HRC committee considered but ultimately did not make any adjustments for any named executive officer based on individual performance, and therefore approved 2022 annual cash bonus payments equal to approximately 90% of target for all then-serving named executive officers.

The following table shows the target opportunity, payout percentage as determined by the HRC committee and the amount earned for each named executive officer:

Name	Target Annual Incentive Payout (% of Salary)(1)		Target Annual Incentive Payout ($)(1)		2022 Payout Percentage Earned (% of Target)		2022 Actual Payout ($)
David Jansen		50		166,976		90		150,000
Kevin Paprzycki		50		164,364		90		148,000
Joshua Buettner-Garrett		50		151,152		90		136,000
Derek Johnson		50		179,777		90		162,000
James Liebscher		50		153,414		90		138,000
Douglas Campbell(2)		50		161,127		—		—

Each executive’s target annual incentive payout is calculated based on actual base salary paid during fiscal year 2022.

Mr. Campbell resigned from the Company on November 29, 2022, and was therefore ineligible to earn an annual cash bonus.

Long-Term Incentive Program (“LTIP”) for 2022

LTIP awards are designed to provide a link to long-term stockholder value through equity awards for our executives. Under our LTIP, the HRC committee has the authority to award various forms of long-term incentive grants, such as stock option awards and RSUs. All grants under the LTIP are made pursuant to the Solid Power, Inc. 2021 Equity Incentive Plan (the “2021 Plan”).

In 2022, the HRC committee chose to deliver a significant component of each executive officer’s total compensation in the form of equity incentive awards to align the interests of the recipients with the interests of our stockholders. Each named executive officer was provided a long-term incentive award opportunity that consisted of an equal mix of stock options and RSUs. The HRC committee chose to deliver these LTIP awards in an equal mixture of stock options and RSUs to align the interests of our named executive officers with those of our stockholders. Stock options granted to the named executive officers during 2022 were granted with an exercise price equal to the closing price of our common stock on the date of grant, a ten-year term, and vest in four equal installments on each of the first four anniversaries of the grant date, subject to the executive’s continuous employment through such vesting dates. RSUs granted to the named executive officers during 2022 are subject to the same vesting schedule described above.

In determining the size of these grants, the HRC committee, in consultation with Compensia, considered several factors, including the percentage ownership in the Company held by each named executive officer and the amount of his ownership interests that were unvested as of the date of grant, the estimated value of his ownership interests, market data for similarly situated executives at comparable companies, including our 2022 peer group, and the named executive officer’s past performance and expected future contributions.

In addition to the LTIP awards described above, Mr. Liebscher was granted an additional equity award with a grant date fair value of $1,846,000, weighted 50% in stock options and 50% in RSUs, each of which vested as to 25% on June 11, 2022, the first anniversary of Mr. Liebscher’s hire date, and will vest as to the remainder in three annual equal installments

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subject to the same terms and conditions as described above (the “Liebscher Award”). The amount of the Liebscher Award was determined with Compensia’s input and was granted to Mr. Liebscher to align his equity ownership with that of other members of the executive leadership team.

The following table shows the grant date fair value of the equity incentive awards granted to the named executive officers during 2022:

Name and Principal Position	Stock Awards ($)(1)		Option Awards ($)(1)		Total ($)
David Jansen		686,876		750,000		1,436,876
Kevin Paprzycki		549,502		600,000		1,149,502
Joshua Buettner-Garrett		366,332		400,000		766,332
Derek Johnson		641,087		700,000		1,341,087
James Liebscher		1,234,548		1,348,000		2,582,548(2)
Douglas Campbell(3)		1,373,759		1,500,000		2,873,759

The amounts in this column represent the aggregate grant-date fair value of awards granted to each named executive officer, computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). See Note 12 to our Consolidated Financial Statements included in our Annual Report, which contains a discussion of all assumptions made by us in determining the grant date fair value of our RSUs and stock options, as applicable. Although 2022 LTIP awards were granted 50% in the form of RSUs and 50% in the form of stock options, the “grant date fair value” of the RSU awards as reflected in this table represents less than 50% of the total LTIP award because the actual number of RSUs were calculated using a trailing 30-day stock price average, which was higher than the “grant date fair value.”

Includes $1,846,000 pursuant to the Liebscher Award which was granted to Mr. Liebscher to align his equity ownership with that of other members of the executive leadership team.

Mr. Campbell resigned from the Company effective as of November 29, 2022.

Stock Ownership Guidelines

Our Board believes that, in order to more closely align the interests of directors and management with the interests of our other stockholders, each covered executive and covered director should maintain a minimum level of equity interests in our common stock. The HRC committee is responsible for monitoring compliance with the guidelines, as well as conducting a periodic review of the guidelines and modifying or amending the guidelines as necessary. Our current ownership guidelines are as follows:

Covered executives and covered directors are required to achieve the applicable level of ownership within five years following the later of the effective date of the guidelines and the date the person first became a covered executive or covered director. Until such guidelines are met, covered executives and covered directors are required to retain at least 50% of their net profit shares. As of the last business day of the fiscal year, all then-serving covered executives and covered directors were in compliance with or were on track to meet our stock ownership guidelines.

Employment Arrangements

We have entered into offer letter agreements with each of our named executive officers setting forth the initial terms of the officer’s employment. In November 2022, we entered into an amendment to Mr. Jansen’s offer letter, updating his compensation in light of his appointment as Interim Chief Executive Officer, providing him with a transition award for continued service through the appointment of a successor CEO and a period of three months thereafter, amending and restating his participation agreement under our Executive Change in Control and Severance Plan and agreeing to a new restrictive covenant agreement, all of which are described more fully in “Potential Payments Upon Termination or Change of Control.”

Severance and Change in Control Protection

In August 2021, our Board adopted an Executive Change in Control and Severance Plan, or the “Executive Severance Plan,” pursuant to which our named executive officers and certain other key employees are eligible to receive severance

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benefits, as specified in and subject to the employee signing a participation agreement under our Executive Severance Plan. For detailed descriptions of the post-employment compensation arrangements with our named executive officers, as well as an estimate of the potential payments and benefits payable under these arrangements, see “Potential Payments Upon Termination or Change of Control.”

Benefits and Perquisites

We provide benefits to our named executive officers on the same basis as provided to all of our employees, including medical, dental, and vision insurance, life insurance, accident insurance, short-and long-term disability insurance, a health savings account, an employee assistance program, a flexible spending account for medical, dental, and vision expenses, a dependent flexible spending account, and a 401(k) plan.

Retirement Benefits

We provide a tax-qualified 401(k) plan for all eligible employees, including our named executive officers, which includes a matching contribution for participants’ elective contributions to the 401(k) plan. Our 401(k) plan provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis. Under our 401(k) plan, eligible employees may elect to defer a portion of their compensation, within the limits prescribed by the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable limits under the 401(k) plan, on a pre-tax or after-tax (Roth) basis, through contributions to the 401(k) plan. All of a participant’s deferral contributions into the 401(k) plan are 100% vested when contributed. Any matching employer contributions are 100% vested when contributed. The 401(k) plan permits us to make discretionary nonelective employer contributions and discretionary matching employer contributions. The 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Code.

As a tax-qualified retirement plan, pre-tax contributions to the 401(k) plan and earnings on those pre-tax contributions are not taxable to the employees until distributed from the 401(k) plan, and earnings on Roth contributions generally are not taxable when distributed from the 401(k) plan.

We do not provide employees, including our named executive officers, with any other retirement benefits, including tax-qualified defined benefit plans, supplemental executive retirement plans, or nonqualified defined contribution plans.

Retention Agreements

On November 29, 2022, the HRC committee approved a special retention award for each of Mr. Buettner-Garrett, Dr. Johnson, Mr. Liebscher, and Mr. Paprzycki pursuant to which they may receive a retention bonus in exchange for continued service to the Company. The HRC Committee believes it is in the best interest of the Company to retain Mr. Buettner-Garrett, Dr. Johnson, Mr. Liebscher, and Mr. Paprzycki during the search for a permanent chief executive officer.

Subject to the terms and conditions of the Retention Agreements, in the event the applicable executive remains continuously employed with the Company and has not provided a resignation notice through the earlier of (i) the first anniversary of the appointment of a successor CEO, or (ii) the occurrence of a change in control (as defined in the Executive Severance Plan) (such date, the “Vesting Date”), the executive will receive a Retention Bonus in cash equal to one times the executive’s annual base salary (provided that in no event shall the Retention Bonus be less than the executive’s average salary, on an annualized basis, for the three months prior to the appointment of a successor CEO).

If the executive’s employment terminates prior to the Vesting Date as a result of a termination of employment by the Company without cause (as defined in the Executive Severance Plan), a resignation by the executive with good reason (as defined in the Executive Severance Plan), or as a result of the executive’s death or disability, then provided the executive executes a general release of claims, the Retention Bonus will vest as of the date such release becomes effective.

If the executive’s employment with the Company terminates for any reason other than a qualifying termination as described above, or the Executive gives notice of intent to terminate employment without good reason, in each case on or prior to the Vesting Date, the Executive will automatically forfeit the Retention Bonus without consideration and without any further action by the Company.

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Compensation Risk Oversight

The HRC committee annually undertakes a comprehensive review of our compensation policies and practices in order to assess the risks presented by such policies and practices, including whether our incentive compensation plans encourage excessive or inappropriate risk taking. Following this year’s review, the HRC committee has determined our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

HUMAN RESOURCES AND COMPENSATION COMMITTEE REPORT

The HRC committee is currently composed of four independent directors. The HRC committee oversees our compensation program on behalf of our Board. The HRC committee reviewed and discussed with management the Compensation Discussion and Analysis set forth in this Proxy Statement.

Based on the HRC committee’s review and discussion with management, the HRC committee recommended to our Board that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement for the Annual Meeting and the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

HUMAN RESOURCES AND COMPENSATION COMMITTEE

Steven Goldberg, Chairperson
Aleksandra Miziolek
John Stephens
MaryAnn Wright

The information contained above in this section titled “Human Resources and Compensation Committee Report” will not be considered “soliciting material” or to be “filed” with the SEC, nor will that information be incorporated by reference into any future filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that we specifically incorporate it by reference into a filing.

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EXECUTIVE COMPENSATION

2022 Summary Compensation Table

The following table contains compensation information for our named executive officers for the fiscal year ended December 31, 2022 and, to the extent required under the SEC executive compensation disclosure rules, the fiscal years ended December 31, 2021 and 2020.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)(1)		Non-equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)(3)		Total ($)
David Jansen Interim CEO and President		2022		333,951		—		686,876		750,000		150,000		14,021		1,934,848
David Jansen Interim CEO and President		2021		174,166		96,250		—		2,618,087		—		8,061		2,896,564
Kevin Paprzycki Chief Financial Officer and Treasurer		2022		328,728		—		549,502		600,000		148,000		10,567		1,636,797
Joshua Buettner-Garrett Chief Technology Officer		2022		302,304		—		366,332		400,000		136,000		14,191		1,218,827
Derek Johnson Chief Operating Officer		2022		359,554		—		641,087		700,000		162,000		15,931		1,878,572
James Liebscher Chief Legal Officer and Secretary		2022		306,827		100,000(4)		1,234,548		1,348,000		138,000		13,109		3,140,484
Douglas Campbell(5) Former Chief Executive Officer		2022		322,253		—		1,373,759		1,500,000		—		18,546		3,214,558
		2021		258,333		162,500		—		981,783		—		15,941		1,418,557
		2020		225,000		100,000		—		—		—		10,500		335,500

The amounts in this column represent the aggregate grant-date fair value of RSU awards and stock option awards granted to each named executive officer, computed in accordance with FASB ASC Topic 718. See Note 12 to our Consolidated Financial Statements included in our Annual Report, which contains a discussion of all assumptions made by us in determining the grant date fair value of our RSU awards and stock options, as applicable.

The amounts in this column include cash bonuses earned for the reported year but paid in the subsequent year.

The amounts reported in this column are set forth by category in the table below:

Name	Year		Matching 401(k) Contributions ($)		Health Savings Account Contributions ($)		Life Insurance Premiums ($)
David Jansen		2022		13,907		—		114
Kevin Paprzycki		2022		10,453		—		114
Joshua Buettner-Garrett		2022		12,577		1,500		114
Derek Johnson		2022		14,817		1,000		114
James Liebscher		2022		12,245		750		114
Douglas Campbell		2022		16,932		1,500		114

Upon consideration of Mr. Liebscher’s performance during 2022 above and beyond the goals set, the HRC committee considered and approved the payment of a $100,000 discretionary cash bonus to Mr. Liebscher.

Mr. Campbell resigned from the Company effective as of November 29, 2022.

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2022 Grants of Plan-Based Awards Table

The following table sets forth information concerning plan-based awards made to each named executive officer during 2022.

Name	Grant Date		Approval Date		Estimated Future Payouts Under Non- Equity Incentive Plan Awards (Target) ($)(1)		All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Options Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/sh)		Grant Date Fair Value of Stock and Option Awards ($)(6)
David Jansen		5/5/2022		5/5/2022		166,976		—		—		—		—
		5/12/2022		5/5/2022		—		94,611(2)		—		—		686,876
		5/12/2022		5/5/2022		—		—		221,838(3)		7.26		750,000
Kevin Paprzycki		5/5/2022		5/5/2022		164,364		—		—		—		—
		5/12/2022		5/5/2022		—		75,689(2)		—		—		549,502
		5/12/2022		5/5/2022		—		—		177,470(3)		7.26		600,000
Joshua Buettner-Garrett		5/5/2022		5/5/2022		151,152		—		—		—		—
		5/12/2022		5/5/2022		—		50,459(2)		—		—		366,332
		5/12/2022		5/5/2022		—		—		118,313(3)		7.26		400,000
Derek Johnson		5/5/2022		5/5/2022		179,777		—		—		—		—
		5/12/2022		5/5/2022		—		88,304(2)		—		—		641,087
		5/12/2022		5/5/2022		—		—		207,049(3)		7.26		700,000
James Liebscher		5/5/2022		5/5/2022		153,414		—		—		—		—
		5/12/2022		5/5/2022		—		53,613(2)		—		—		389,230
		5/12/2022		5/5/2022		—		—		125,708(3)		7.26		425,000
		5/12/2022		5/5/2022		—		116,435(4)		—		—		845,318
		5/12/2022		5/5/2022		—		—		273,009(5)		7.26		923,000
Douglas Campbell(7)		5/5/2022		5/5/2022		161,127		—		—		—		—
		5/12/2022		5/5/2022		—		189,223(5)		—		—		1,373,759
		5/12/2022		5/5/2022		—		—		443,676(3)		7.26		1,500,000

These amounts represent the target annual cash bonus opportunity for each named executive officer for the 2022 performance year. There are no threshold or maximum payout levels for annual cash bonuses. The amount actually paid to each named executive officer with respect to these annual cash bonuses is reported as Non-Equity Incentive Plan Compensation in the Summary Compensation Table.

This number represents RSUs granted under the 2021 Plan. The RSUs vest 25% each on May 12, 2023, May 12, 2024, May 12, 2025, and May 12, 2026, subject to the named executive officer continuing to be a service provider (as defined in the 2021 Plan) through each applicable vesting date.

This number represents stock options granted under the 2021 Plan. The stock options vest 25% each on May 12, 2023, May 12, 2024, May 12, 2025, and May 12, 2026, subject to the named executive officer continuing to be a service provider through each applicable vesting date.

This number represents RSUs granted under the 2021 Plan. The RSUs vested 25% on June 11, 2022, and will vest 25% each on June 11, 2023, June 11, 2024, and June 11, 2025, subject to Mr. Liebscher continuing to be a service provider through each applicable vesting date.

This number represents stock options granted under the 2021 Plan. The stock options vested 25% on June 11, 2022, and will vest 25% each on June 11, 2023, June 11, 2024, and June 11, 2025, subject to Mr. Liebscher continuing to be a service provider through each applicable vesting date.

The amounts in this column represent the aggregate grant-date fair value of RSU and stock option awards granted to each named executive officer during 2022, computed in accordance with the FASB ASC Topic 718. See Note 12 to our Consolidated Financial Statements included in our Annual Report, which contains a discussion of all assumptions made by us in determining the grant date fair value of our RSU awards and stock option awards, as applicable.

Mr. Campbell resigned from the Company effective as of November 29, 2022.

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Narrative Disclosure to Summary Compensation and Grants of Plan-Based Awards Tables

Employment Agreements

During 2022, each named executive officer was party to an employment letter agreement (an “employment agreement”) with us, which employment agreements provide generally for a base salary amount, an annual cash bonus opportunity, eligibility for Company benefit plans and programs, and eligibility to receive long-term incentive equity awards. We may terminate the executive’s employment at any time, with or without cause, to the extent permitted by applicable laws.

Each of our executive officers participates in the Executive Change in Control and Severance Plan, which provides for certain severance and change-in-control payments and benefits, as described under “Potential Payments upon Termination of Change in Control.”

Interim CEO Agreement

Our Board appointed Mr. Jansen as Interim Chief Executive Officer, effective November 29, 2022. In connection with his appointment, we entered into an Interim CEO Agreement with Mr. Jansen which modified the terms of his existing employment agreement. Pursuant to the terms of the Interim CEO Agreement, Mr. Jansen was initially entitled to receive an annual base salary of $432,000, as adjusted from time to time by the HRC committee. In addition, in consideration for Mr. Jansen’s services as Interim Chief Executive Officer, the Interim CEO Agreement provides that, subject to his continuous employment through the earlier of (i) the three month anniversary of the date a successor CEO is appointed (provided that Mr. Jansen provides transition assistance for such three month period), and (ii) November 29, 2023 (such date, the “Transition Date”), he will receive a transition award in a gross amount of $300,000. Half of the transition award will be paid in lump sum cash and half will be paid in the form of fully-vested shares of our common stock with the number of such shares determined based in the closing trading price of our common stock on the last day of the Transition Date. Mr. Jansen will also be entitled to receive this award in the event that his employment is terminated without cause or he resigns for good reason (each as defined in the Executive Severance Plan), except that if Mr. Jansen resigns for good reason as a result of a material reduction in his then-currently assigned duties responsibilities, then he will not be entitled to receive the transition award unless his resignation is effective no earlier than the Transition Date.

Pursuant to the terms of the Interim CEO Agreement, Mr. Jansen also entered into an amended and restated participation agreement under the Executive Severance Plan and executed a restrictive covenant agreement, pursuant to which Mr. Jansen agreed to reasonable and customary restrictive covenants, including restrictions relating to non-competition and non-solicitation of customers and employees for a period of 24 months following termination of his employment from the Company for any reason.

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2022 Outstanding Equity Awards at Fiscal Year-End Table

The following table sets forth information concerning outstanding RSUs and stock options held by each of the named executive officers as of December 31, 2022.

	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($/sh)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(10)
David Jansen		1,590,990		—		0.03		2/1/2027		—		—
		424,263(1)		848,528(1)		5.02		8/3/2031		—		—
		—		221,838(2)		7.26		5/12/2032		—		—
		—		—		—		—		94,611(8)		240,312
Kevin Paprzycki		301,624(3)		732,519(3)		5.92		10/27/2031		—		—
		—		177,470(2)		7.26		5/12/2032		—		—
		—		—		—		—		75,689(8)		192,250
Joshua Buettner-Garrett		3,341,079		—		0.03		3/20/2025		—		—
		1,702,359		—		0.03		2/1/2027		—		—
		159,098(1)