UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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:

Nikola Corporation

(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):

2024 PROXY STATEMENT

April 24, 2024

Dear Fellow Stockholders:

On behalf of the Board of Directors, I want to thank you for your investment in Nikola Corporation and invite you to attend the 2024 Annual Meeting of Stockholders, which is to be held at 1:00 p.m., Pacific Time (PT), on June 5, 2024 via live audio webcast. In order to attend the Annual Meeting, you must register by 11:59 p.m. PT on June 4, 2024.

Nikola’s mission is to pioneer solutions for a zero-emissions world, and in 2023 we refocused on that mission. We sharpened our strategic priorities, made considerable progress with key commercial and operational initiatives, reached new levels of customer demand, and reinforced our leadership position in zero-emissions commercial transportation. It was also a year where we demonstrated our company’s resilience and agility as we tackled supply chain disruptions and safely and efficiently implemented a remedy plan to recall our battery-electric trucks.

As I reflect on where Nikola was when I joined the Board in 2020 compared to now, I am both energized by the opportunities in front of us and inspired by the passion and endurance that fuels the company daily. I became Chairman in August 2023 when Steve Girsky was named Chief Executive Officer. His leadership has brought much needed stability to Nikola at a critical time in our company’s history. Steve’s vast automotive expertise built over 30-plus years and his proven ability to translate a clear vision and strategy into every day execution is delivering meaningful results for Nikola. Your Board is actively involved with management’s execution of our strategy, and we are confident that they have put Nikola on a path to revenue growth and profitability.

We also continue to attract top-tier talent and have a world-class management team in place to deliver value to our stockholders, customers, partners, and suppliers. We have added experienced leaders such as Mary Chan, Chief Operating Officer; Tom Okray, Chief Financial Officer; and Ole Hoefelmann, President of Energy who, with their deep operational expertise, know how to engage, problem solve and adapt to industry dynamics that bring both opportunities and challenges to the fore.

Additionally, 2023 was a year of significant milestones as we pursue our mission. We demonstrated our ability to produce, manufacture and commercially deliver what we believe to be the first — and most technically-advanced — production Class 8 hydrogen fuel cell electric trucks available in North America. We also opened the first HYLA hydrogen refueling station in Southern California, which represents the latest phase in Nikola’s commitment to providing hydrogen refueling solutions for Class 8 trucks. Our ambitious goal to develop a HYLA hydrogen highway is underway and we plan to have nine operating refueling solutions in place by mid-2024, and 14 total by end of 2024.

We are capitalizing on our first-mover advantage and strong industry tailwinds promoting the adoption of zero-emissions vehicles. We are executing on our clear market plan, focusing on regions with strong regulatory support such as California and Canada for our hydrogen fuel cell electric trucks and HYLA infrastructure solutions. Notably in California, we have 99% of all the hydrogen fuel cell electric tractor HVIP vouchers requested in 2023 and through March 2024.

One of our marketing campaigns states that “This is not a science project, real trucks on U.S. roads” – and that is the truth. So far, we have wholesaled 75 hydrogen fuel cell trucks for end customers – 35 in Q4 2023 and 40 in Q1 2024.

Our battery-electric trucks are being retrofit with new battery packs, driver enhancements and software updates. In Q1 2024, we commenced the return process of the BEV “2.0” and remain on track to deliver them to end-users throughout 2024.

Our refocused business model and financial discipline has focused on the efficient allocation of resources, reduced expenses, and increased liquidity. But there is work to be done. And as we move forward into 2024, we must focus on resetting our financial foundation. We need to eliminate the distraction of delisting and position ourselves to raise capital more effectively.

To achieve these goals, after extensive research and modeling, we are recommending that the stockholders vote FOR a reverse stock split of our common stock at a ratio ranging from 1 share-for-10 shares up to a ratio of 1 share-for-30 shares. Additionally, commensurate with the reverse stock split is a reduction of the number of authorized shares of our common stock from 1,600,000,000 to 1,000,000,000.

If the Amendments are approved by stockholders, the reverse stock split and the authorized share reduction may be effected at any time prior to June 5, 2025. And, if it is not needed, the Board of Directors may not effect this plan.

Discussing the reverse split further, the primary purpose for the reverse stock split is to increase the per share trading price of our common stock so as to:

In evaluating this decision, the Board of Directors has taken, and will take, into consideration negative factors associated with reverse stock splits. In recommending its approval, the Board determined that potential benefits significantly outweighed the potential negative factors.

This action will allow our organization to avail ourselves of numerous financial levers and gives us the ability to truly turn the page on our financial past, moving us to that next level of financial stability.

Strong financial foundations will not survive without a strong Board for guidance. Nikola’s Board of Directors comprises an engaged and diverse group of leading experts in their respective fields – from trucking to startups to manufacturing to technology to energy, as well as customer service – all integral aspects of our business. Each member has decades of specific and relevant industry experience that has helped to advance strategic initiatives that support Nikola’s long-term financial strength and commitment to driving sustained value for our stockholders.

The hydrogen ecosystem is a series of multifaceted systems that require complex answers, and Nikola’s Board of Directors has the expertise and experience necessary for the Company’s success decarbonizing the trucking industry. Over the past year, we have enhanced our Board with the addition of three new members who are widely respected leaders in their industries:

And our longer-term Board members, all leaders in their fields:

I am proud to serve with each one of our highly engaged Directors, and I am confident that 2024 will continue to be a successful year of execution for Nikola. We are in the right place at the ideal time with the right strategy, products, and leadership team to transform the commercial transportation ecosystem for the better.

The accompanying Notice of Annual Meeting of Stockholders and Proxy Statement describes the business to be conducted at the Nikola Corporation 2024 Annual Meeting of Stockholders (the “Annual Meeting”).

Your vote is especially important at this year’s Annual Meeting to maintain Nikola’s trajectory.

Every single vote matters. All stockholders are strongly encouraged to vote, no matter how many shares they own. Please promptly use your proxy card to vote by proxy over the Internet, telephone or mail. If you have any questions or require any assistance with voting your shares, please call Nikola’s proxy solicitor:

Alliance Advisors

Stockholders may call (855) 935-2562 (toll-free) or 1-551-210-9929 (from other countries)

As always, we thank you for your investment in and continued support of Nikola.

Sincerely,

Steven M. Shindler

Nikola Corporation, Chairman of the Board of Directors

NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS

TO BE HELD ON JUNE 5, 2024

To Our Stockholders:

Nikola Corporation will hold its 2024 Annual Meeting of Stockholders at 1:00 p.m., Pacific Time (PT), on June 5, 2024 (the “Annual Meeting”). The Annual Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast.

You will be able to attend the Annual Meeting online and submit your questions during the meeting. In order to attend, you must register at www.viewproxy.com/nkla/2024 before 11:59 p.m. PT on June 4, 2024, and join using the unique join link and password in your confirmation. After registering, you will receive an e-mail containing a unique link and password that will enable you to attend the meeting and vote at the meeting with your control number and at any adjournment or postponement thereof. Additional information on how you can attend and participate in the virtual Annual Meeting is set forth below under “Questions and Answers About the Proxy Materials and the Annual Meeting—How do I Vote?” in the accompanying Proxy Statement attached to, and incorporated by reference in, this notice. We have engaged Alliance Advisors, LLC as our proxy solicitor. If you have any questions or need any assistance in voting your shares, please contact our proxy solicitor toll-free at (855) 935-2562 or 1 (551) 210-9929 for callers outside of the U.S.

We are holding this Annual Meeting:

Stockholders of record at the close of business on April 19, 2024 are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.

Voting Options for Stockholders of record:

Over the Internet by following the instructions on your proxy materials		By Telephone at (866) 804-9616		By signing, dating, completing and returning your proxy card		During the Annual Meeting at www.AALvote.com/NKLA

Our board of directors unanimously recommends that you use the proxy card to vote “FOR ALL” the nine director nominees and to vote “FOR” on all other proposals.

It is important that your shares be represented at the meeting. Whether or not you expect to attend the virtual Annual Meeting, please vote at your earliest convenience by completing, signing, dating and returning your proxy card or voting instruction form promptly, or by voting over the Internet or telephone, following the instructions set forth on your proxy materials. Please review the instructions on pages 2 and 3 of the accompanying Proxy Statement regarding your voting options.

By Order of the Board of Directors,

/s/ Britton M. Worthen

Britton M. Worthen 

Chief Legal Officer and Secretary

Phoenix, Arizona
April 24, 2024

TABLE OF CONTENTS

PROXY STATEMENT 

Information Concerning Voting and Solicitation

This Proxy Statement is being furnished to you in connection with the solicitation by the board of directors of Nikola Corporation, a Delaware corporation (“we,” “us,” “our,” “Nikola” or the “Company”), of proxies in the accompanying form to be used at the Annual Meeting of Stockholders of the Company to be held virtually on June 5, 2024 at 1:00 p.m., Pacific Time (PT), and any adjournments or postponements thereof (the “Annual Meeting”).

The Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”), this Proxy Statement and the other proxy materials are being mailed to our stockholders on or about April 24, 2024.

Questions and Answers About the Proxy Materials and the Annual Meeting

Why am I receiving these materials?

Our board of directors is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the meeting. This year’s Annual Meeting will be held virtually. You are invited to attend the Annual Meeting via live audio webcast to vote electronically on the proposals described in this Proxy Statement. However, you do not need to attend the meeting to vote your shares. Instead, you may follow the instructions below to submit your proxy by Internet or telephone. In accordance with the rules of the Securities and Exchange Commission (the “SEC”), we have opted to furnish proxy materials, including this Proxy Statement and our Annual Report on Form 10-K, as amended, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Accordingly, we are sending the Notice of Internet Availability to our stockholders of record at the close of business on April 19, 2024, which is the record date for the Annual Meeting (the “Record Date”). Stockholders are encouraged to vote and submit proxies in advance of the Annual Meeting by Internet or telephone as early as possible to avoid processing delays and ensure their votes are counted.

What proposals will be voted on at the Annual Meeting?

Five proposals will be voted on at the Annual Meeting:

What are the board of directors’ recommendations?

Our board of directors recommends that you vote:

PROXY STATEMENT

Will there be any other items of business on the agenda?

We do not expect any other items of business because the deadline for stockholder proposals and nominations has already passed. Nonetheless, in case there is an unforeseen need, the accompanying proxy gives discretionary authority to the persons named on the proxy with respect to any other matters that might be properly brought before the meeting. Those persons intend to vote the proxy in accordance with their best judgment.

Who is entitled to vote?

Stockholders of record at the close of business on the Record Date, April 19, 2024, may vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of the Company’s common stock held as of the Record Date.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered, with respect to those shares, the stockholder of record. The Notice of Internet Availability has been sent directly to you on our behalf by Alliance Advisors, LLC ("Alliance"), our proxy solicitors.

Beneficial Owner. If your shares are held in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name. The Notice of Internet Availability has been forwarded to you by your broker, bank or other nominee.

How do I vote?

You may vote using any of the following methods:

By Internet — Stockholders of record may submit proxies by following the Internet voting instructions on their proxy card prior to the Annual Meeting. Most stockholders who hold shares beneficially in street name may provide voting instructions by accessing the website specified on the voting instruction form or Notice of Internet Availability provided by their broker, bank or other nominee. Please check the voting instruction form for Internet voting availability. Please be aware that if you vote over the Internet, you may incur costs such as Internet access charges for which you will be responsible. The Internet voting facilities will close at 11:59 p.m., Eastern Time, the day before the meeting date.

By Telephone – Stockholders of record may submit proxies by following the telephone voting instructions on their proxy card prior to the Annual Meeting. Most stockholders who hold shares beneficially in street name may provide voting instructions by telephone by calling the number specified on the voting instruction form provided by their broker, bank or other nominee. Please check the voting instruction form for telephone voting availability. Please be aware that if you submit voting instructions by telephone, you may incur costs such as telephone access charges for which you will be responsible. The telephone voting facilities will close at 11:59 p.m., Eastern Time, the day before the meeting date.

By Mail – If you have not received a paper copy of the proxy card and would like to receive a paper copy of the proxy card, you must request one. Stockholders of record may submit paper proxies by completing, signing and dating the proxy card and returning it in the prepaid envelope enclosed with the proxy card. Sign your name exactly as it appears on the proxy. If you return your signed proxy card or voting instruction form but do not indicate your voting preferences, your shares will be voted on your behalf “FOR ALL” the nine director nominees in Proposal 1, and “FOR” each of Proposals 2(a) and (b), 3, 4 and 5, and in the discretion of the proxyholders on any other matters that properly come before the meeting. Stockholders who hold shares beneficially in street name may provide voting instructions by mail by completing, signing and dating the voting instruction form provided by their broker, bank or other nominee.

At the Virtual Meeting – Shares held in your name as the stockholder of record may be voted electronically at the Annual Meeting by visiting www.AALvote.com/NKLA and using the control number included on your proxy materials. If you have already voted previously by Internet or telephone, there is no need to vote again at the Annual Meeting unless you wish to revoke and change your vote. Shares held beneficially in street name may be voted electronically at the Annual Meeting only if you obtain a legal proxy giving you the right to vote the shares.

PROXY STATEMENT

Even if you plan to attend the Annual Meeting via live audio webcast, we recommend that you also submit your proxy card or voting instructions or vote by Internet or telephone prior to the meeting so that your vote will be counted if you later decide not to attend or vote at the meeting.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please follow the instructions on each proxy card to ensure that all of your shares are voted.

Can I change my vote or revoke my proxy?

You may change your vote or revoke your proxy at any time prior to the vote at the Annual Meeting by:

If you are a beneficial owner of shares held in street name and you wish to change or revoke your vote, you should consult with your broker, bank or other nominee or you must obtain a legal proxy through your broker, bank or other nominee and present it to Alliance Advisors, LLC. Please consult the voting instructions or contact your broker, bank or other nominee.

How are votes counted?

For Proposal 1, the Director Election Proposal, you may vote “FOR ALL” the nominees or your vote may be “WITHHELD” with respect to any or all of the nominees. “WITHHELD” votes will not affect the outcome. Broker non-votes will have no effect.

For Proposal 2(a) and (b), the approval of each of the Charter Amendment Proposals, Proposal 3, the approval of the Stock Plan Amendment Proposal, Proposal 4, the approval of the Say on Pay Proposal and Proposal 5, the ratification of the Auditor Ratification Proposal, you may vote “FOR,” vote “AGAINST” or “ABSTAIN.” An abstention will have no effect on Proposal 2(a) or 2(b). An abstention has the same effect as a vote “AGAINST” for Proposals 3, 4 and 5.

If you provide specific instructions, your shares will be voted as you instruct. If you sign your proxy card or voting instruction form with no further instructions, your shares will be voted in accordance with the recommendations of the board of directors (the election “FOR ALL” the nine director nominees in Proposal 1, and “FOR” each of Proposals 2(a) and 2(b), 3, 4, and 5, and on any other matters that may properly come before the meeting, in the discretion of the proxy holders).

PROXY STATEMENT

What vote is required to approve each item?

PROPOSAL			VOTING STANDARD			NIKOLA BOARD RECOMMENDATION
Proposal 1 - Director Election Proposal			Nine nominees receiving the most affirmative “FOR” votes will be elected			FOR ALL
Proposal 2 - Charter Amendment Proposals
(a) - Reverse Stock Split Proposal			Requires the affirmative “FOR” vote of the majority of the votes cast. A majority exists when the number of votes cast "for" exceeds the number of votes cast "against"			FOR
(b) - Authorized Share Reduction Proposal			Requires the affirmative “FOR” vote of the majority of the votes cast. A majority exists when the number of votes cast "for" exceeds the number of votes cast "against"			FOR
Proposal 3 - Stock Plan Amendment Proposal			Requires the affirmative “FOR” vote of the holders of a majority of the voting power of the capital stock present or represented by proxy at the Annual Meeting and entitled to vote on the matter			FOR
Proposal 4 - Say on Pay Proposal			Requires the affirmative “FOR” vote of the holders of a majority of the voting power of the capital stock present or represented by proxy at the Annual Meeting and entitled to vote on the matter			FOR
Proposal 5 - Auditor Ratification Proposal			Requires the affirmative “FOR” vote of the holders of a majority of the voting power of the capital stock present or represented by proxy at the Annual Meeting and entitled to vote on the matter			FOR

If you hold shares beneficially in street name and do not provide your broker or nominee with voting instructions, your shares may constitute “broker non-votes.” Generally, broker non-votes occur on a matter when a broker or nominee does not have discretionary authority to vote on that matter without instructions from the beneficial owner and instructions are not given.

PROXY STATEMENT

Discretionary items are proposals considered “routine” under the rules of The New York Stock Exchange, such as the ratification of the appointment of our independent auditors, and therefore, broker non-votes are not expected to exist with respect to this proposal. Except for Proposal 2(a) and (b), the approval of each of the Charter Amendment Proposals, and Proposal 5, ratification of the Auditor Ratification Proposal, all other proposals to be voted on at the Annual Meeting are expected to be considered “non-routine” items for which brokers and nominees do not have discretionary voting power and, therefore, broker non-votes may exist with respect to these “non-routine” proposals. Proposals 2(a) and (b) and 5 are expected to be considered “routine” items for which brokers and nominees do have discretionary voting power and, therefore, broker non-votes are not expected to exist with respect to these “routine” proposals. Notwithstanding the foregoing, for proposals where the applicable voting threshold is a proportion of our outstanding shares of common stock entitled to vote on the matter, broker non-votes will have the effect of a vote against the proposal. In tabulating the voting result for Proposals 1, 3 and 4, shares of common stock that constitute broker non-votes are not considered entitled to vote on such proposals and will not affect the outcome of such proposals, assuming that a quorum is obtained.

Is cumulative voting permitted for the election of directors?

Stockholders may not cumulate votes in the election of directors, which means that each stockholder may not vote more than the number of shares he or she owns for a single nominee.

What constitutes a quorum?

The holders of a majority of the voting power of the common stock issued and outstanding and entitled to vote on the Record Date, present or represented by proxy at the Annual Meeting, shall constitute a quorum. As of the close of business on the Record Date, 1,356,176,297 shares of our common stock were outstanding. Both abstentions and broker non-votes are counted for the purpose of determining the presence of a quorum.

What is “householding” and how does it affect me?

We have adopted a process for mailing our proxy materials called “householding” which has been approved by the SEC. Householding means that stockholders who share the same last name and address will receive only one copy of our proxy materials, unless we receive contrary instructions from any stockholder at that address.

If you prefer to receive multiple copies of our proxy materials at the same address, additional copies will be provided to you upon request. If you are a stockholder of record, you may contact us by writing to Secretary, Nikola Corporation, 4141 E Broadway Road, Phoenix, Arizona 85040, or call (559) 464-5652. Eligible stockholders of record receiving multiple copies of our proxy materials can request householding by contacting us in the same manner. We have undertaken householding to reduce paper waste, printing costs and postage fees, and we encourage you to participate. Stockholders participating in householding will continue to receive separate proxy cards.

If you are a beneficial owner, you may request additional copies of our proxy materials or you may request householding by notifying your broker, bank or other nominee.

How are proxies solicited?

Our employees, officers and directors may solicit proxies. We will pay the cost of printing and mailing proxy materials, and will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy materials to the owners of our common stock. In addition, we have engaged Alliance as our proxy solicitor, for a fee estimated to be approximately $35,000. The actual amount could be higher depending on the facts and circumstances arising in connection with this solicitation. No additional compensation will be paid to directors, officers or other regular employees for such services. If you have any questions or need any assistance in voting your shares, please contact our proxy solicitor:

PROXY STATEMENT

Alliance Advisors, LLC 

200 Broadacres Drive, 3rd Floor 

Bloomfield, NJ 07003 

Toll-free: (855) 935-2562 

International: 1 (551) 210-9929 

nkla@allianceadvisors.com

Why are we holding a virtual Annual Meeting?

We believe that the virtual meeting format will expand stockholder access and participation. You will not be able to attend the Annual Meeting in person.

How can I attend the virtual Annual Meeting?

The Annual Meeting will be a completely virtual meeting of stockholders conducted exclusively via live audio webcast. In order to attend, you must register at www.viewproxy.com/nkla/2024 and join using the unique join link and password in your confirmation. You will be able to participate in, vote or ask questions at the Annual Meeting. The Annual Meeting will begin promptly at 1:00 p.m., Pacific Time, on June 5, 2024. We encourage you to access the virtual meeting website prior to the start time. You may begin to log into the virtual meeting platform beginning at approximately 12:45 p.m., Pacific Time, on June 5, 2024.

If you wish to submit a question via internet during the Annual Meeting, you may do so through the questions/chat panel. We will answer questions that comply with our meeting rules of conduct, subject to time constraints.

What if I have technical difficulties accessing or participating in the virtual Annual Meeting?

We will have technicians ready to assist you with technical difficulties you may have accessing the virtual Annual Meeting, voting at the Annual Meeting or submitting questions at the Annual Meeting. For technical support, please call the VSM Stockholder Meeting Support Line at (866) 612-8937, or by emailing VirtualMeeting@viewproxy.com.

What is the mailing address of our principal executive office?

The mailing address of our principal executive office is Nikola Corporation, 4141 E Broadway Road, Phoenix, Arizona 85040.

Important

Please promptly submit a proxy card or vote by Internet or telephone, or, if you are a beneficial owner, vote by following the instructions provided by your broker, bank or other nominee, so that your shares can be represented at the Annual Meeting.

PROPOSAL 1 — ELECTION OF DIRECTORS

Our amended and restated bylaws (“Bylaws”) provide that our board of directors shall consist of such number of directors as the board of directors may from time to time determine. Vacancies on our board of directors can be filled by resolution of our board of directors. Our board of directors currently consists of nine directors.

Nine directors will be elected at the Annual Meeting to serve for terms expiring at the next annual meeting of stockholders, and will hold office until their successors are duly elected and qualified. The nominees receiving the highest number of affirmative votes will be elected as directors. The sustainability, nominating and corporate governance committee of the board of directors has recommended, and the board of directors has designated, Stephen J. Girsky, Michael L. Mansuetti, Jonathan M. Pertchik, Mary L. Petrovich, Steven M. Shindler, Bruce L. Smith, Carla M. Tully, John C. Vesco and Andrew M. Vesey as the nominees to serve until the next annual meeting of stockholders, or until their successors are duly elected and qualified, and each has indicated to us that he or she will be able to serve.

Under Article 2, Section 2.2(a) of our Bylaws, directors will be elected by a plurality of the votes cast. This means that the nine director nominees receiving the greatest number of votes cast “FOR” their election will be elected. “WITHHOLD” votes and any broker non-votes (as described under “Questions and Answers About the Proxy Materials and the Annual Meeting”) will be counted for purposes of determining if there is a quorum at the Annual Meeting, but will not be counted as votes cast and will result in the applicable nominee(s) receiving fewer votes cast “FOR” such nominee(s).

If you are a registered holder and submit a validly executed proxy card but do not specify how you want to vote your shares with respect to the election of directors, then your shares will be voted in accordance with our board of directors' recommendation with respect to the proposal.

PROPOSAL 1 – ELECTION OF DIRECTORS

If you are a beneficial holder and properly mark, sign and return your voting instruction form or use your voting instruction form or Notice of Internet Availability to vote via Internet, your shares will be voted as you direct your bank or broker. However, if you sign and return your voting instruction form but do not specify how you want your shares voted with respect to the election of directors, they will be voted in accordance with our board of directors' recommendation with respect to the proposal.

Each nominee has consented to serve if elected. If any nominee becomes unavailable to serve as a director before the Annual Meeting, our board of directors may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by our board of directors. At this time, our board of directors knows of no reason why any of our board of directors' nominees would not be able to serve as a director if elected.

PROPOSAL 1 – ELECTION OF DIRECTORS

Skills and Qualifications

Board Diversity Matrix (As of April 19, 2024) 

Total Number of Directors        9

PROPOSAL 1 – ELECTION OF DIRECTORS

PROPOSAL 1 – ELECTION OF DIRECTORS

DIRECTOR SINCE: JUNE 2020   AGE: 58

MICHAEL L. MANSUETTI   CONTRIBUTIONS TO THE BOARD   ●   Mr. Mansuetti is a proven executive leader with deep expertise in advanced manufacturing, operations and management, and decades of experience in the technology and supplier sectors. In his current role as President of Bosch in North America, one of Nikola’s long-standing and significant suppliers, Mr. Mansuetti has overseen the company’s growth in the U.S., Mexico, and Canada, with a focus on mobility solutions, cross-divisional sales, and new business development.   ●   Mr. Mansuetti’s significant commercial, production and alternative fuel experience in the automotive sector, particularly with hydrogen, allows him to provide critical insight to our board of directors and management team as the Company executes on its strategic plan and scales commercial truck production.   BIOGRAPHICAL INFORMATION   Michael L. Mansuetti was a member of the board of directors of Nikola Corporation (“Legacy Nikola”) since September 2019, prior to its business combination with VectoIQ in June 2020 (the “Business Combination”), and a member of our board of directors following the Business Combination.   Mr. Mansuetti has been the President of Bosch in North America, a leading supplier of technology and services. Since joining Bosch in 1988, Mr. Mansuetti has held executive leadership roles in engineering, manufacturing and management in North America and Germany. Mr. Mansuetti was Senior Vice President for the global fuel injection business unit in the Gasoline Systems division. Through several roles in manufacturing, including as Senior Vice President, Technical Plant Manager at the Bosch facility in Anderson, South Carolina, Mr. Mansuetti developed broad expertise in advanced manufacturing, operations, change management and the Bosch Production System.   Mr. Mansuetti is immediate past chair of the Original Equipment Suppliers Association (OESA) and a member of the board of directors of the Motor & Equipment Manufacturers Association (MEMA). He is a member of the Consumer Technology Association Executive Board and serves on the Advisory Board for the Clemson University College of Engineering, Computing and Applied Sciences.   Mr. Mansuetti received a Bachelor of Science degree in mechanical engineering from Clemson University.

PROPOSAL 1 – ELECTION OF DIRECTORS

PROPOSAL 1 – ELECTION OF DIRECTORS

DIRECTOR SINCE:  DECEMBER 2020   AGE: 61

MARY L. PETROVICH   CONTRIBUTIONS TO THE BOARD   ●    As a Senior Operating Executive for The Carlyle Group, Ms. Petrovich is a seasoned and accomplished business leader and entrepreneur with a passion for disruptive technologies and leading innovation for companies in industrial and transportation sectors. Over the past 30 years, she engineered three successful private equity turnarounds, guided startup ventures, and shaped the electric vehicle strategy for the truck and bus markets of AxleTech, a systems and components supplier.   ●   Ms. Petrovich’s financial acumen, proven track record of scaling businesses, and experience in the trucking industry, especially with fuel efficiency and safety, makes her highly qualified to provide guidance on Nikola’s strategic planning, commercial execution, and risk management matters.   BIOGRAPHICAL INFORMATION   Mary L. Petrovich has served as a member of our board of directors since December 2020. Ms. Petrovich has served as a senior operating executive at the Carlyle Group, a global asset management company, since June 2011, and as an advisor to American Security Partners, a private equity firm, since September 2013.   Ms. Petrovich served in various capacities at AxleTech International, a supplier of off-highway and specialty vehicle drivetrain systems and components, as Executive Chair from December 2014 through July 2019, following its acquisition by General Dynamics, as General Manager from 2008 to 2011, and as Chairman and Chief Executive Officer, from 2001 to 2008.   Ms. Petrovich also serves as Chairman of DealerShop, a leading buying group in North Ameria for over 3,000 dealerships and collision centers, since 2020, and Traxen, a company focused on developing useful combination of technologies to promote safe driving, efficient fuel use and to provide beneficial and actionable big data to heavy-duty trucking industry, since 2018.   Ms. Petrovich served on the board of directors of Woodward, Inc. (Nasdaq: WWD), a designer, manufacturer, and service provider of control solutions for the aerospace and industrial markets, from 2002 to January 2023, and the board of directors of WABCO Holdings Inc. (NYSE: WBC), a global supplier of electronic, mechanical, electro-mechanical and aerodynamic products for manufacturers of commercial trucks, buses and trailers, and passenger cars, from November 2011 to December 2018.   Ms. Petrovich earned a bachelor’s degree in industrial and operations engineering from the University of Michigan, and an M.B.A. from Harvard Business School.

PROPOSAL 1 – ELECTION OF DIRECTORS

PROPOSAL 1 – ELECTION OF DIRECTORS

PROPOSAL 1 – ELECTION OF DIRECTORS

PROPOSAL 1 – ELECTION OF DIRECTORS

DIRECTOR SINCE:  AUGUST 2023   AGE: 61

JOHN C. VESCO   CONTRIBUTIONS TO THE BOARD   ●   Mr. Vesco has broad supply chain and transportation expertise and a strong network of strategic customer and carrier relationships built over a three-decade career, including extensive executive leadership experience within prominent transportation and supply chain organizations, including Hub Group and Schneider.   ●   Mr. Vesco’s multi-modal expertise, knowledge of navigating complex supply chain models, experience in asset management, and leadership roles developing emerging technologies provide critical perspective and strategic oversight to Nikola’s board of directors.   BIOGRAPHICAL INFORMATION   John C. Vesco has served as a member of our board of directors since August 2023. Mr. Vesco has served as the Principal Business Consultant for V&J Consulting, a logistics and transportation consulting company with a primary focus working with organizations developing emerging technologies, since May 2021. Prior to that, Mr. Vesco served as the President of Hub Group Trucking and Executive Vice President of Hub Group, Inc. (Nasdaq: HUBG), a trucking and transportation company, from March 2013 to April 2020.   Mr. Vesco enjoyed a 25-year tenure at Schneider National (NYSE: SNDR), a leading provider of transportation and logistics services. During his time at Schneider, he held ever increasing roles of responsibility including Vice President of Safety, General Manager of Schneider Dedicated Retail, and Vice President and General Manager of Schneider Logistics.   Mr. Vesco has served as an adjunct professor teaching courses in supply chain, logistics, strategy, and operational management, at Concordia University from 2004 to 2013 and at Aurora University since 2021.   Mr. Vesco received a bachelor’s degree in finance and business administration from Walsh University and an M.B.A. from Silver Lake College.

PROPOSAL 1 – ELECTION OF DIRECTORS

The Board of Directors Recommends a Vote “FOR ALL” the Nine Director Nominees Set Forth Above.

PROPOSAL 1 – ELECTION OF DIRECTORS 

Director Nominations

The board of directors nominates directors and elects new directors to fill vacancies when they arise. The sustainability, nominating and corporate governance committee has the responsibility to identify, evaluate, recruit and recommend qualified candidates to the board of directors for nomination or election.

Our board of directors strives to find directors who are experienced and dedicated individuals with diverse backgrounds. In addition, we expect each director to be committed to enhancing stockholder value and to have sufficient time to effectively carry out his or her duties as a director. Our sustainability, nominating and corporate governance committee also seeks to ensure that a majority of our directors are independent under the rules of The Nasdaq Stock Market ("Nasdaq") and that one or more of our directors is an “audit committee financial expert” under the rules of the SEC.

The sustainability, nominating and corporate governance committee believes it appropriate for our President and Chief Executive Officer to participate as a member of the board of directors.

Prior to our annual meeting of stockholders, our sustainability, nominating and corporate governance committee identifies nominees by evaluating the current directors who are willing to serve on our board of directors. The candidates are evaluated based on the criteria described above, the candidate’s prior service as a director, and the needs of the board of directors for any particular talents and experience. If a director no longer wishes to continue in service, if the sustainability, nominating and corporate governance committee decides not to re-nominate a director, or if a vacancy is created on the board of directors because of a resignation or an increase in the size of the board of directors or other event, then the committee will consider whether to replace the director or to decrease the size of the board of directors. If the decision is to replace a director, the sustainability, nominating and corporate governance committee will consider various candidates for board membership, including those suggested by committee members, by other board members, a director search firm engaged by the committee or our stockholders. Prospective nominees are evaluated by the sustainability, nominating and corporate governance committee based on the membership criteria described above and set forth in our Corporate Governance Guidelines. The sustainability, nominating and corporate governance committee will consider candidates recommended by stockholders. A stockholder who wishes to suggest a prospective nominee for our board of directors should notify the Secretary of the Company or any member of the sustainability, nominating and corporate governance committee in writing with any supporting material the stockholder considers appropriate.

PROPOSAL 1 – ELECTION OF DIRECTORS 

Director Independence

Our board of directors determined that each of our directors, other than Stephen J. Girsky, qualify as an independent director, as defined under the Nasdaq listing rules and that our board of directors consists of a majority of “independent directors,” as defined under the rules of the SEC and the Nasdaq listing rules relating to director independence requirements. Our board of directors considered the fact that Mr. Shindler served as Chief Financial Officer of VectoIQ, our predecessor company prior to our Business Combination that was completed in June 2020, and in such capacity, participated in the preparation of financial statements of VectoIQ, but did not participate in the preparation of Legacy Nikola’s financial statements. Based on input from Nasdaq, our board of directors determined that Mr. Shindler qualifies as an independent director. There are no family relationships among any of our directors or executive officers.

Compensation Committee Interlocks and Insider Participation

No member of our compensation committee in 2023, which included Michael L. Mansuetti, Mary L. Petrovich, John C. Vesco, Andrew M. Vesey, and our former director Gerrit A. Marx, was at any time during 2023 or at any other time an officer or employee of ours. Other than disclosed below under the heading “Certain Relationships and Transactions with Related Persons,” no member of our compensation committee had or have any relationships with us that are required to be disclosed under Item 404 of Regulation S-K. None of our executive officers currently serve, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

Board Meetings

Our board of directors held 6 meetings during 2023. Each director who served on our board of directors in 2023 attended at least 75% of the aggregate meetings held by the board of directors and the committees on which such director served during the time such director was a director. We do not have a policy that requires the attendance of directors at our annual meeting of stockholders.

Meeting of Non-Management and Independent Directors and Communications with Directors

The independent directors meet in an executive session in connection with each regularly scheduled board meeting, during which the independent directors have the opportunity to discuss management performance. The purpose of these executive sessions is to promote open and candid discussion among the non-management directors. Our board of directors welcomes questions or comments about the Company and our operations. If a stockholder wishes to communicate with our board of directors, including our independent directors, they may send their communication in writing to: Secretary, Nikola Corporation, 4141 E Broadway Road, Phoenix, Arizona 85040. You must include your name and address in the written communication and indicate whether you are a stockholder. The Secretary will review any communication received from a stockholder, and all material communications will be forwarded to the appropriate director or directors or committee of the board of directors based on the subject matter. 

PROPOSAL 1 – ELECTION OF DIRECTORS 

Board Committees

We have an audit committee, a compensation committee, and a sustainability, nominating and corporate governance committee, each of which operate under a charter that has been approved by our board of directors. We believe that the composition of these committees meets the criteria for independence under, and the functioning of these committees complies with the applicable requirements of, the Sarbanes-Oxley Act, and the current rules and regulations of the SEC and Nasdaq. We intend to comply with future requirements to the extent they are applicable to us. Each committee has the composition and responsibilities described below.

Audit Committee

PROPOSAL 1 – ELECTION OF DIRECTORS 

Our board of directors has determined that each member of the audit committee satisfies the independence requirements of Nasdaq and Rule 10A-3 under the Securities Exchange Act of 1934 (the “Exchange Act”). Each member of the audit committee can read and understand fundamental financial statements in accordance with Nasdaq audit committee requirements. In arriving at this determination, our board of directors examined each audit committee member’s scope of experience and the nature of their prior and/or current employment.

Our board of directors determined that Mr. Shindler qualifies as an “audit committee financial expert” within the meaning of SEC regulations and meets the financial sophistication requirements of the Nasdaq listing rules. In making this determination, the board of directors considered Mr. Shindler’s education and previous experience in financial roles. Both our independent registered public accounting firm and management periodically will meet privately with our audit committee. 

PROPOSAL 1 – ELECTION OF DIRECTORS 

Compensation Committee

Each of the members of the compensation committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act and our board of directors has determined that each of the members satisfies the independence requirements of Nasdaq. 

PROPOSAL 1 – ELECTION OF DIRECTORS 

Sustainability, Nominating and Corporate Governance Committee

Our board of directors has determined that each of the members of our sustainability, nominating and corporate governance committee satisfies the independence requirements of Nasdaq. 

PROPOSAL 1 – ELECTION OF DIRECTORS 

WITHDRAWAL OF CONTESTED SLATE

On January 26, 2024, M&M Residual, LLC (“M&M”), an entity controlled by our former founder and former executive chair, Trevor Milton, delivered a nomination notice, informing the Company of M&M’s nomination of a majority slate of five director candidates to our board of directors: Cole Cannon, Derek Johnson, Hans Peterson, Paul Southam and Dave Sparks.

On April 5, 2024, M&M notified the Company that it was withdrawing its nomination of Cole Cannon and Paul Southam.

On April 11, 2024, M&M notified the Company that it was withdrawing its nomination of the remaining three candidates, and that it no longer intends to solicit proxies with respect to its nominees.

CORPORATE GOVERNANCE

Board Leadership Structure:
Separation of the Roles of Chairman and Chief Executive Officer

We have chosen to separate the roles of chairman of the board of directors and Chief Executive Officer. Our board of directors believes that separating these roles is the most appropriate structure for Nikola. Our board of directors believes that an independent chairman enables the board of directors to more effectively and objectively monitor our performance, and that of the Chief Executive Officer and our executive officers. By separating these roles, our board of directors believes that Mr. Girsky can devote his attention to executing our strategy while Mr. Shindler can take responsibility for leading the board of directors.

In his role as the independent chairman, Mr. Shindler undertakes several responsibilities with respect to the operations and functioning of our board of directors. Among these responsibilities are the following: presides at meetings of our board of directors; presides over executive sessions of the non-employee directors; helps facilitate communication between senior management and the independent directors; works with committee chairs to oversee coordinated coverage of board responsibilities; and undertakes such other responsibilities as our board of directors may assign to him from time to time.

Mr. Shindler has served as the independent chairman of the board of directors since August 2023.

If our chairman of the board of directors is not an independent director, our board of directors will appoint an independent director to serve as lead independent director in accordance with our Corporate Governance Guidelines.

Role in Risk Oversight

One of the key functions of our board of directors is informed oversight of our risk management process. Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through the board of directors as a whole, as well as through various standing committees of the board of directors that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure and the audit committee has the responsibility to consider and discuss major financial risk exposures and the steps our management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also monitors compliance with legal and regulatory requirements, as well as the COVID-19 pandemic and inflation, interest rate and cybersecurity risks. Our compensation committee also assesses and monitors whether our compensation plans, policies and programs comply with applicable legal and regulatory requirements.

CORPORATE GOVERNANCE

Corporate Governance Guidelines

Our board of directors has adopted written Corporate Governance Guidelines to ensure that the board of directors will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The guidelines are also intended to align the interests of directors and management with those of our stockholders. Our Corporate Governance Guidelines set forth the practices the board of directors intends to follow with respect to board composition and selection, board meetings and involvement of senior management, Chief Executive Officer performance evaluations and succession planning, and board committees and compensation. If individual directors fail to receive a majority of votes, our Corporate Governance Guidelines require such directors to tender resignation to the board of directors for its consideration. If a majority of the votes cast for a director are marked “against” or “withheld” in an uncontested election, the sustainability, nominating and corporate governance committee will act on an expedited basis to determine whether the director’s resignation should be accepted and to make a recommendation to the board of directors. The board of directors shall promptly consider that recommendation and make the final determination whether to accept the resignation. The sustainability, nominating and corporate governance committee assists the board of directors in implementing and adhering to our Corporate Governance Guidelines. Our Corporate Governance Guidelines are reviewed at least annually by the sustainability, nominating and corporate governance committee, and changes are recommended to our board of directors as warranted.

Code of Business Conduct and Ethics

We believe that our corporate governance initiatives comply with the Sarbanes-Oxley Act and the rules and regulations of the SEC adopted thereunder. In addition, we believe our corporate governance initiatives comply with the rules of Nasdaq. Our board of directors will continue to evaluate our corporate governance principles and policies.

Our board of directors has adopted a Code of Business Conduct and Ethics that applies to each of our directors, officers and employees. The code addresses various topics, including:

Our board of directors has also adopted a Code of Ethics for Senior Financial Officers applicable to our Chief Executive Officer and Chief Financial Officer as well as other key management employees addressing ethical issues. Our Code of Business Conduct and Ethics and our Code of Ethics for Senior Financial Officers can only be amended by the approval of a majority of our board of directors. Any waiver to our Code of Business Conduct and Ethics for an executive officer or director or any waiver of the Code of Ethics for Senior Financial Officers may only be granted by our board of directors or our sustainability, nominating and corporate governance committee and must be timely disclosed as required by applicable law. We have implemented whistleblower procedures that establish formal protocols for receiving and handling complaints from employees. Any concerns regarding accounting or auditing matters reported under these procedures will be communicated promptly to our audit committee.

To date, there have been no waivers under our Code of Business Conduct and Ethics or our Code of Ethics for Senior Financial Officers. We intend to disclose future amendments to certain provisions of these codes or waivers of such codes granted to executive officers and directors on our website at www.nikolamotor.com within four business days following the date of such amendment or waiver. 

CORPORATE GOVERNANCE

Corporate Governance Documents

Our Corporate Governance Guidelines, Code of Business Conduct and Ethics, Code of Ethics for Senior Financial Officers, charters for each of the audit, compensation and sustainability, nominating and corporate governance committees and other corporate governance documents, are posted on the investors section of our website at www.nikolamotor.com/investors under the heading “Corporate Governance — Governance Documents.” In addition, stockholders may obtain a printed copy of these documents by writing to Secretary, Nikola Corporation, 4141 E Broadway Road, Phoenix, Arizona 85040.

Anti-Hedging Policy

Under our insider trading policy, our directors, officers, employees, consultants and contractors are prohibited from engaging in short sales of our securities, purchases of our securities on margin, hedging or monetization transactions through the use of financial instruments, and options and derivatives trading on any of the stock exchanges or futures exchanges.

Environmental, Social, and Governance (ESG)

Our core mission is to combat climate change by globally transforming the transportation industry. Our investment in clean transportation and energy technology provides a comprehensive strategy for reducing carbon emissions.

We remain committed to investing capital in 2024 to continue to develop and innovate clean technology.

Having a strong ESG program is core to our values and mission. To develop and execute our strategy we have appointed a senior manager over environmental, social and governance (ESG) and partnered with a third party to perform a materiality assessment. Using the results of the assessment, we have developed meaningful goals, programs, and metrics. We strive to increase disclosure on the priority ESG topics of greatest significance to Nikola’s business and stakeholders.

We have integrated ESG into the charter of our sustainability, nominating and corporate governance committee and are actively establishing processes to ensure board and executive guidance, and input and oversight of our strategy, programs and performance.

We have a talented workforce due in part to our mission and strong focus on human capital management practices and policies. We continue to develop what we believe are best in class programs to attract, develop and retain our personnel, which we believe encourages a diverse, equitable and inclusive workforce. Our employee engagement survey, measured two times last year, had an 85% participation rate and exceeded external benchmarks by several points.

We believe that by creating an environment where diversity can thrive, we are better positioned to achieve our mission. Whether it be race, gender, sexual orientation, culture, or disability; we want all to feel included and accepted. As part of our commitment, we have established seven unique Employee Resource Groups to foster community, provide support, enhance career development, and contribute to personal development for all team members. Our workforce is approximately 60% ethnically or gender diverse, and we value and appreciate the distinct contributions every employee makes to our growth and success.

The health and safety of our team and those with whom we do business is consistently of significant importance. We have implemented a health and safety management system, steered by the Head of Environmental Health and Safety as well as our Safety Officer. All contractors follow the contractor’s safety management program and participate in a required site safety orientation. To ensure program integrity, weekly internal inspections are conducted at our facilities, and we initiate routine internal audits of our Environmental Management System. Our commitment to safety has resulted in ISO 9001, 14001, and 45001 certifications.

We strive to be a leader in corporate responsibility and demonstrate our values through responsible business practices. Our corporate governance is guided by a Code of Business Conduct and Ethics, Code of Ethics for Senior Financial Officers, supplemented by workforce training courses on ethical standards, and an Ethics and Whistleblower program available to all employees to report concerns about fraud, ethical misconduct, harassment, misappropriation of assets, or questionable financial reporting practices. We are committed to transparency and our strategy includes improved disclosure of our programs and performance through our website, filings and reports.

CORPORATE GOVERNANCE

Certain Relationships and TransActions With Related Persons

The following includes a summary of transactions since January 1, 2023 to which we have been a party, in which the amount involved in the transaction exceeded $120,000, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change of control, and other arrangements, which are described under the section entitled “Executive Compensation.”

Indemnification Agreements

We entered into indemnification agreements with our directors and executive officers, in addition to the indemnification provided for in our Restated Certificate and our Bylaws. These agreements, among other things, require us to indemnify our directors and executive officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of our directors or executive officers or as a director or executive officer of any other company or enterprise to which the person provides services at our request. We believe that these charter provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

The limitation of liability and indemnification provisions in our Restated Certificate and our Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit the Company and our stockholders.

In addition to the information above, we have the following commercial agreements, which the related parties do not have a material interest in:

Agreements with Bosch Entities

On March 2, 2020, Legacy Nikola entered into a Commercial Letter Agreement with Nimbus, an affiliate of Robert Bosch GmbH, whereby Legacy Nikola agreed to use Nimbus’ affiliates’ autonomous driving components on Legacy Nikola’s autonomy equipped trucks, subject to certain conditions, negotiate inverter development, fuel cell power module development and part supply with Nimbus, and obligate Legacy Nikola to receive services resulting in a minimum payment to Nimbus and its affiliates. We believe the terms of this agreement are generally no less favorable to Legacy Nikola than those that could be obtained in similar transactions with unaffiliated third parties.

We maintain commercial relationships with Robert Bosch, LLC, Robert Bosch Battery Systems, LLC, and Robert Bosch Automotive Steering, LLC (collectively, the “Bosch Entities”). Michael L. Mansuetti is the President of Robert Bosch, LLC. Robert Bosch GmbH is the parent company of the Bosch Entities, and Nimbus is an affiliate of Robert Bosch GmbH.

During the year ended December 31, 2023, we recorded purchases of $60.3 million to these entities. As of December 31, 2023, we recorded $4.1 million of accounts payable and $3.5 million in accrued expenses to these entities.

Mr. Mansuetti does not have a material interest in the transactions described above.

Agreements with FFI Phoenix Hub Holdings LLC

On July 3, 2023, the Company entered into a Membership Interest and Asset Purchase Agreement (as amended on January 31, 2024, the "MIPA") with FFI Phoenix Hub Holdings LLC ("FFI") and Nikola Phx Hub, LLC ("PHH Parent"), whereby FFI acquired from PHH Parent 100% of the issued and outstanding membership interests of Phoenix Hydrogen Hub LLC ("PHH") and certain assets related to the Phoenix hydrogen hub project from the Company.

Andrew M. Vesey serves as a director of the Company and as President and Chief Executive Officer of USA Fortescue Holdings Inc., a subsidiary of Fortescue Metals Group, Inc. and the parent company of FFI and PHH. Pursuant to the terms of the MIPA, FFI paid a total of $24,068,157 for the membership interests of PHH, and during the year ended December 31, 2023, we received net proceeds of approximately $20.7 million for certain assets related to the Phoenix hydrogen hub project. We believe the terms of this agreement are generally no less favorable to the Company than those that could be obtained in similar transactions with unaffiliated third parties.

Mr. Vesey does not have a material interest in the transaction described above.

Agreements with CNHI/Iveco

On September 30, 2019, Legacy Nikola entered into a European alliance agreement with CNHI and Iveco (“the European Alliance Agreement”) whereby Legacy Nikola and CNHI/Iveco agreed to establish an entity for the purposes of designing, developing, engineering and manufacturing pure electric and hydrogen heavy trucks in Europe. While Gerrit A. Marx, our 

CORPORATE GOVERNANCE

former director, was a member of our board of directors, he served as Chief Executive Officer of each of Iveco Group N.V. and Iveco. Pursuant to the European Alliance Agreement, Legacy Nikola and Iveco will contribute equal amounts of cash and in kind contributions necessary for each party to subscribe to 50% of the capital stock of the entity contemplated by the agreement. The initial term of the European Alliance Agreement expires on December 31, 2030, with automatic renewals of ten-year periods unless terminated by either party with written notice received by the non-terminating party no later than December 31, 2029 for the initial term and no later than the end of the 7th year of any subsequent term. As a result of this agreement, we issued to Iveco 25,661,448 shares of Series D preferred stock in exchange for a license valued at $50.0 million pursuant to an S-WAY Platform and Product Sharing Agreement, $100.0 million in-kind services, pursuant to a Technical Assistance Service Agreement, or the Technical Assistance Service Agreement, and $100.0 million in cash. As of December 31, 2022, we have utilized the full balance of in-kind services, which were recognized through research and development expense. We believe the contribution and capitalization terms of this agreement are generally no less favorable to Legacy Nikola than those that could be obtained in similar transactions with unaffiliated third parties.

During the year ended December 31, 2023, we recorded purchases of $4.3 million to these entities and their subsidiaries. As of December 31, 2023, we recorded $243,000 in accrued expenses to these entities and their subsidiaries.

While he was a member of our board of directors, Mr. Marx did not have a material interest in the transactions described above.

Related Person Transaction Approval

Our board of directors has adopted a written Related Person Transactions Policy that sets forth our policies and procedures regarding the identification, review, consideration and oversight of “related person transactions.” For purposes of our policy, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we or any of our subsidiaries are participants involving an amount that exceeds $120,000, in which any “related person” has a material interest.

Transactions involving compensation for services provided to us as an employee, consultant or director will not be considered related person transactions under this policy. A related person is any executive officer, director, nominee to become a director or a holder of more than 5% of any class of our voting securities (including common stock), including any of their immediate family members and affiliates, including entities owned or controlled by such persons.

Under the policy, the related person in question or, in the case of transactions with a holder of more than 5% of any class of our voting securities, an officer with knowledge of a proposed transaction, must present information regarding the proposed related person transaction to our chief legal officer and audit committee (or, where review by our audit committee would be inappropriate, to another independent body of the board of directors) for review. To identify related person transactions in advance, we rely on information supplied by our executive officers, directors and certain significant stockholders. In considering related person transactions, our audit committee will take into account the relevant available facts and circumstances, which may include, but are not limited to:

Our audit committee approves only those transactions that it determines are fair to us and in our best interests. 

DIRECTOR COMPENSATION

Our non-employee director compensation program is designed to provide competitive compensation and to reward directors solely in the form of stock-based compensation to conserve cash and align the interests of directors with the interests of our stockholders. Compensation consists of an annual grant of a restricted stock unit (“RSU”) award under our 2020 Plan with a grant date fair market value of $200,000, which vests in full on the first anniversary of such grant date, subject to continued service through such vesting date.

For 2023, to conserve shares, each non-employee member of our board of directors was awarded 100,000 RSUs, each committee chair was awarded an additional 10,000 RSUs, and the chairman of our board of directors was awarded an additional 75,000 RSUs. For each non-employee member of our board (except for Mr. Shindler who received additional compensation for service as chairman of the board of directors commencing August 4, 2023), our 2023 non-employee director RSU awards resulted in an award of RSUs with a grant date fair value that was less than $200,000.

Grants of RSUs under the non-employee director compensation program are granted annually concurrent with grants made to our named executive officers. For 2023, awards to non-employee directors are scheduled to vest April 24, 2024 unless otherwise subject to deferral. Our non-employee directors may elect to defer the settlement of their vested RSUs until the earlier of the date the non-employee terminates from service of the board of directors and the occurrence of a change in control. As of December 31, 2023, all non-employee directors have elected to defer the settlement of RSUs granted after that date.

Compensation under the director compensation program is subject to the annual limits on non-employee director compensation set forth in our 2020 Plan. In addition, each equity award granted to eligible non-employee directors under the non-employee director compensation program will vest in full immediately prior to the occurrence of a change in control (as defined in our 2020 Plan) to the extent outstanding at such time, subject to continued service through the closing of such change in control.

We reimburse our non-employee directors for their reasonable out-of-pocket costs and travel expenses in connection with their attendance at board and committee meetings. Employee directors do not receive any compensation for service as a member of our board of directors. 

DIRECTOR COMPENSATION

The following table shows certain information with respect to the compensation of our non-employee directors during the fiscal year ended December 31, 2023.

DIRECTOR COMPENSATION

The following table sets forth the aggregate number of shares of common stock underlying outstanding unvested RSUs for each of our non-employee directors on December 31, 2023, including unvested RSUs and any vested RSUs subject to an election to defer settlement.

EXECUTIVE COMPENSATION

This section explains the design and operation of our executive compensation program with respect to our named executive officers for 2023.

For the year ended December 31, 2023, our named executive officers were Stephen J. Girsky, Michael Lohscheller, Kim J. Brady, Anastasiya Pasterick, Mary S. Chan, Carey Mendes, Joseph S. Cappello and Britton M. Worthen. Our current executive officers and other named executive officers and their ages as of April 19, 2024 are listed below.

Biographical information for our current executive officers, other than Mr. Girsky, is set forth below:

Thomas B. Okray has served as our Chief Financial Officer since March 2024. Prior to joining us, Mr. Okray was Executive Vice President and Chief Financial Officer at Eaton Corporation PLC (NYSE: ETN) (“Eaton”), an intelligent power management technologies company, from March 2021 to February 2024, and Executive Vice President and Chief Financial Officer-elect at Eaton from January 2021 to March 2021. Prior to that, he served as Senior Vice President and Chief Financial Officer of W.W. Grainger, Inc. (NYSE: GWW), an industrial supply distributor, from April 2018 to December 2020. From October 2016 to April 2018, Mr. Okray served as Executive Vice President and Chief Financial Officer of Advance Auto Parts, Inc. ( NYSE: AAP), an automotive aftermarket parts provider. He also served in various capacities at Amazon.com, Inc. (Nasdaq: AMZN), an e-commerce company, including as President, Finance, North American Operations, from January 2016 to October 2016, and as Vice President, Finance, Global Customer Fulfillment, from June 2015 to January 2016. Prior to that, Mr. Okray served in various finance and operational roles at General Motors (NYSE: GM), an automotive company, from January 2010 to June 2015. Mr. Okray has served on the board of directors of Monro, Inc (Nasdaq: MNRO), an automotive service and tire dealer, since February 2024, and Flowserve Corporation (NYSE: FLS), a manufacturer and aftermarket service provider of comprehensive flow control systems, since April 2023. Mr. Okray received a bachelor of science degree in chemical engineering from Michigan State University and an M.B.A., with concentrations in finance, statistics, production and operations, and business policy, from the University of Chicago.

Mary S. Chan has served as our Chief Operating Officer since October 2023. Ms. Chan has been a Managing Partner at VectoIQ, LLC, a consulting firm focused on smart transportation product and services, since February 2016. From January 2021 to December 2022, Ms. Chan served as President and Chief Operating Officer of VectoIQ Acquisition Corp. II, a special purpose acquisition company. Prior to that, Ms. Chan served as Chief Operating Officer of VectoIQ from January 2018 to June 2020. She served as President of the Global Connected Consumer group at General Motors (NYSE: GM), an automotive manufacturing company, from May 2012 to May 2015. Ms. Chan joined General Motors from Dell Inc. (NYSE: Dell), a technology company in the business of computers and related products, where she was Senior Vice President and General Manager of Enterprise Mobility Solutions & Services from September 2009 to March 2012. Prior to that, she held various Executive Vice President and Senior Vice President positions at Alcatel-Lucent from December 2006 to 2009 and Lucent Technologies Inc., as President of 4G/LTE Wireless Networks and President of Global Wireless Networks from 2000 to December 2006. Ms. Chan has served on the boards of directors of Magna International Inc. (NYSE: MGA), a global automotive parts supplier, since August 2017, and on the board of directors of SBA Communications Corporation (Nasdaq: SBAC), a real estate investment company, since May 2015. In addition, Ms. Chan has served on the board of directors of CommScope Holding Company, Inc. (Nasdaq: COMM), a global network infrastructure provider, since April 2020. She previously served on the board of directors of Dialog Semiconductor Plc, a manufacturer of semiconductor-based system solutions, from 2016 to 2021. Ms. Chan received a bachelor of science degree and master of science in electrical engineering from Columbia University.

EXECUTIVE COMPENSATION

Dirk Ole Hoefelmann has served as our President, Energy since February 2024. Prior to joining us, Mr. Hoefelmann was Operating Partner for Hy24, an investment company, from April 2023 to October 2023. From January 2021 to April 2023, Mr. Hoefelmann was General Manager at Plug Power, Inc. (Nasdaq: PLUG), a provider of hydrogen solutions, responsible for their electrolyzer business. Prior to that, Mr. Hoefelmann spent 30 years at Air Liquide S.A., a global supplier of industrial and medical gases, in a variety of roles, including as Vice President, World Business Line Industrial Merchant from September 2019 to January 2021, Chief Executive Officer, Air Liquide Advanced Technologies U.S. LLC from March 2013 to August 2019, and Chairman of Air Liquide Advanced Materials from September 2013 to December 2015. Mr. Hoefelmann received bachelor’s degree in Mathematics and an M.B.A. in International Business from St. Mary’s College of California.

Britton M. Worthen has served as our Chief Legal Officer and Secretary since June 2020, and prior to that, served as Legacy Nikola’s Chief Legal Officer and Secretary from October 2015 to June 2020. Prior to joining Legacy Nikola, Mr. Worthen was a partner at Beus Gilbert McGroder PLLC, a law firm, from May 2000 to September 2015. Mr. Worthen received a bachelor’s degree in Asian studies from Brigham Young University and a juris doctor from University of Michigan Law School.

Joseph R. Pike has served as our Chief Human Resources Officer since June 2020, and prior to that, served as Legacy Nikola’s Chief Human Resources Officer from January 2018 to June 2020. Prior to joining Legacy Nikola, Mr. Pike served in various human resources positions at Vista Outdoor Inc. (NYSE: VSTO), an outdoor sports and recreational products company, including senior director of talent and as director of leadership and organizational development from June 2015 to January 2018. At H.J. Heinz Company, a food processing company which is now a part of Kraft Heinz Co (Nasdaq: KHC), Mr. Pike served in various capacities from March 2013 to June 2015, including as human resources business partner, head of talent management and organizational effectiveness and associate director of performance. Mr. Pike received a bachelor’s degree in communications from Brigham Young University and a master’s degree in public administration from the Brigham Young University Marriott School of Management.

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Who We Are

We are a technology innovator and integrator, working to develop innovative energy and transportation solutions. We are pioneering a business model that enables commercial customers to integrate next-generation truck technology, hydrogen fueling and charging infrastructure, and related maintenance. By creating this ecosystem, we hope to build a long-term competitive advantage for clean technology vehicles and next generation fueling solutions. Nikola’s leadership plays a key role in fostering a culture of innovation and collaboration — driving outcomes and charting a course for the future.

Our executive compensation program is designed to reward the successful development and commercialization of transportation and energy solutions, objectives we expect to take multiple years to fully realize. This Compensation Discussion and Analysis addresses our compensation philosophy, process, and program structure.

Role of the Compensation Committee

Our compensation committee has overall responsibility for recommending to our board of directors the compensation of our Chief Executive Officer and determining the compensation of our other executive officers. Each member of our compensation committee qualifies as an “independent director” under Nasdaq listing rules.

The compensation committee establishes our overall compensation philosophy and objectives, and is responsible for establishing, overseeing, and evaluating our executive compensation program. Our compensation committee regularly reviews our executive compensation program to ensure we are well positioned from governance, business, talent, and competitive perspectives. The compensation committee is also responsible for engaging and evaluating the performance of the independent compensation consultant, reviewing, approving, and administering our incentive compensation plans, and reviewing, administering, and recommending changes to our equity compensation plans to our board of directors.

The compensation committee also consults with and reviews feedback from members of our management team, including our Chief Executive Officer and members of our Human Resources senior leadership team, when making compensation decisions. Our Chief Executive Officer works closely with the compensation committee and provides the compensation committee with performance assessments and compensation recommendations for each named executive officer (other than himself), based on each named executive officer's accountabilities and performance. While the compensation committee considers our Chief Executive Officer's recommendations, the compensation committee ultimately uses its own business judgment and experience in approving, or making recommendations to the board of directors regarding, the compensation for our named executive officers. Our compensation committee meets regularly in executive session without members of management present. Additionally, our Chief Executive Officer is not present during our board of directors or compensation committee deliberations or votes on his compensation.

Role of Executive Management

Management is responsible for recommending the design of and administering our compensation programs. Management recommends key performance objectives, strategies and plans to achieve those objectives, and the alignment between the achievement of those performance objectives and the compensation to be realized by our employees, including our executive officers. Our compensation committee considers these recommendations, determines the compensation structure and goals using its own judgment, and approves the specific compensation for each of our executive officers, other than for our Chief Executive Officer whose compensation is approved by our board of directors.

In addition, our board of directors has delegated certain responsibilities to management to grant and administer equity awards to employees, subject to board-approved guidelines and limitations. For example, management is not authorized to grant stock awards to any of our executive officers, nor may it grant awards in excess of individual or aggregate limitations. Our board of directors has delegated to our compensation committee oversight authority over management’s execution of its delegated responsibilities.

Guiding Principles

As a technology and automotive company that is setting new standards with advanced battery electric and hydrogen electric vehicles and fueling infrastructure, we seek to hire and retain uniquely experienced talent who can lead across multiple, rapidly evolving disciplines in regulated industries. Our executive compensation program is designed to motivate and reward

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outstanding performance, retain strong leadership, and promote teamwork in a straightforward and effective way. Our clear guiding principles and sound compensation practices align the pay of our named executive officers with individual accountabilities and company performance.

Pay Determination

Our compensation committee has the authority under its charter to retain outside consultants or advisors, as it deems necessary or advisable. In 2023, our compensation committee engaged Meridian Compensation Partners as its independent compensation advisor. Meridian attends meetings at the request of the compensation committee, meets with the compensation committee in executive session without management, and communicates with the compensation committee regarding emerging issues and other matters. Meridian does not provide any services to us other than those services provided to the compensation committee. The compensation committee assessed the independence of Meridian and concluded that there are no conflicts of interest present.

Due to the uniqueness of our business, the relative immaturity of the industry, and the lack of direct competitors, we do not benchmark pay to a narrow peer group of specific companies. Rather, we reference executive compensation data from a broad array of industrial companies, adjusted to reflect our relative size and market valuation, to understand relevant and applicable market data for executive positions. We believe the target total annual pay for each executive officer, including that for the Chief Executive Officer, is appropriately positioned vis-à-vis the competitive norms established by a broad array of comparably sized industrial companies.

Furthermore, and in our view just as importantly, we actively manage the differences in pay within and across Nikola’s job levels to appropriately reflect the internal value of positions relative to each other, recognizing the team-based nature of work and the impact of pay equity on the engagement of our employees and internal culture. We believe these pay ratios reflect an appropriate balance between external competitiveness by position and internal equity across our employees.

We do not reward the narrow achievement of a few discrete, short-term performance goals, financial or otherwise. As we continue to grow as a public company, the compensation committee considers the extent to which the equity compensation of our named executive officers should be linked to performance, and the compensation committee has enhanced the link to performance by approving (and recommending to the board of directors for approval) performance-based equity awards for 2023, as described below.

We rely on stockholder outreach as well as more formal channels to communicate with stockholders, including the opportunity for stockholders to cast a non-binding advisory vote regarding executive compensation at our annual meeting of stockholders. In evaluating our compensation practices and programs for 2023, our compensation committee considered the support our stockholders expressed for our philosophy and practice of linking compensation to operational objectives and the enhancement of stockholder value. Our say-on-pay approval rating was approximately 70.4% of the votes cast in 2023. Our compensation committee took this vote into account in designing and implementing the 2023 compensation program. We will continue to seek out and consider stockholder feedback in the future and administer the pay for performance program in the interests of stockholders.

Leadership Transitions

Over the course of the past year, we have announced a number of changes to strengthen our management team. All of these transitions reflect the board of directors’ commitment to strategic orderly long-term succession planning and advancing the Company’s commercial and energy efforts.

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Compensation Program Summary

Compensation Philosophy and Objectives

The primary objectives of our executive compensation program are to:

Compensation Program Elements

We believe the best measure of our performance is how we are valued over the long term. Our compensation program provides for an annual salary and equity incentives that vest over time to focus our executives on the achievement of key initiatives and reward them with the creation of long-term value. Our compensation program does not include an annual cash incentive component as we seek to conserve cash to reinvest in our business, focus on the long-term success of the business, align rewards with stockholder interests, and set performance objectives in light of nascent industry maturity and ongoing macroeconomic uncertainty.

The following table summarizes the key elements of our compensation program for our named executive officers for 2023.

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Executive Compensation Program Highlights

2023 Compensation Decisions

Our executive compensation program is simple, demonstrates that our executive officers believe in our long-term potential, and aligns the interests of our executive officers with our stockholders. Our compensation committee and board of directors approved the following target compensation levels for each of our named executive officers for the year ended December 31, 2023.

Chief Executive Officer and Other Named Executive Officer Pay Mix

The pay mix of compensation awarded to our Chief Executive Officer and other named executive officers is variable, at-risk, and contingent on us achieving our key product development targets, commercial growth plans, and delivering sustained increases in stockholder value. The pay mix of target total compensation for our executive officers, other than for departed executive officers, is as follows:

Significant Executive Compensation Actions

Our compensation committee, which consists entirely of independent directors, sets the compensation of our named executive officers. In 2023, our compensation committee took the following actions with respect to the compensation of our named executive officers.

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Annual Salaries

We provide an annual salary as a fixed source of compensation to our executive officers for their day-to-day responsibilities, providing them a degree of certainty coupled with a substantial percentage of their pay at risk in the form of equity awards contingent on the achievement of specific performance objectives. Our compensation committee recognizes the importance of base salaries as an element of compensation that can help attract and retain the highest level of talented and experienced executive officers in a competitive labor market.

Each executive’s base salary is determined based upon several factors, including each executive’s skills, experience, performance, value in the marketplace, criticality of the role, internal pay equity, and competitive market data. In April 2023, prior to his departure, the compensation committee approved an increase to Mr. Lohscheller’s annual salary. At the same time, the compensation committee also increased the annual salaries for our other named executive officers from $450,000 to $600,000. The new salary structure was designed to provide uniform salaries across the other named executive officers, with differences in the breadth of each executive’s job responsibilities, individual contributions, and the respective market value of each role to be recognized in long-term incentive compensation. Total cash compensation for our named executive officers remains well below market levels of cash compensation for comparable roles.

The following table reflects the annual salary for each of our continuing named executive officers as of December 31, 2023.

Long-Term Incentive Compensation -- Equity Awards

A core principle of our executive compensation program is that a significant portion of the compensation awarded to our executive officers is variable, at-risk and dependent on the long-term performance of our common stock. This means that our executives are rewarded when they produce value for our stockholders through the achievement of our product and commercial objectives and, ultimately, when our stockholders are rewarded.

We believe that providing long-term incentive compensation in the form of equity awards is a critical element of our executive compensation program, as it encourages our named executive officers to take a long-term outlook and reinforces our pay for performance culture. Furthermore, by providing opportunities for all of our employees, including our named executive officers, to benefit from our future successes through the appreciation of the value of their equity awards, the compensation committee and the board of directors believe that equity awards align all employees’ interests with the interests of our stockholders.

2023 Performance-Based RSUs

In April 2023, the compensation committee approved the grant of performance-based restricted stock units (PSUs) under our 2020 Plan to our executive officers. The PSUs will be earned based on our total stockholder return (TSR) over a performance period beginning on the date of grant, April 24, 2023 and ending December 31, 2025. The PSUs entitle each executive to earn a number of shares of the Company’s common stock ranging from 0% to 200% of the target number of PSUs granted, based on our TSR relative to the TSR of the 61 companies in the Nasdaq Clean Edge Green Energy (CELS) Index over the performance period, as set forth below and subject to the executive’s continued employment through the certification of performance by the compensation committee following the end of the performance period.

The compensation committee adopted relative TSR as the performance metric for the PSUs with the Nasdaq CELS Index as the comparative group because it is an objective and meaningful metric to evaluate our performance against the performance of other emerging clean energy and transportation companies and aligns the interests of our named executive officers with the interests of our stockholders in creating long-term value.

The number of PSUs that vest, if any, depends entirely on relative TSR for the performance period. To earn the target number of PSUs, we must achieve above-median performance at the 55th percentile of the Nasdaq CELS Index. We measure relative TSR for the performance period based on the change in each company’s stock price during the performance period, taking into account any dividends paid during that period, which are assumed to be reinvested in the stock. We determine the beginning and ending stock prices based on a 20-trading day average to calculate our TSR and each company in the Nasdaq CELS Index.

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This averaging period mitigates the impact on the long-term relative TSR results of one-day or short-term stock price fluctuations at the beginning or end of the performance period. For each company, the change in stock price from the beginning to the end of the performance period is divided by the beginning stock price to determine TSR.

The maximum number (200% of target) of PSUs will be earned if our TSR equals or exceeds the 75th percentile of the Nasdaq CELS Index. No PSUs will be earned if our TSR is below the 25th percentile of the Nasdaq CELS Index. Linear interpolation will be used to calculate actual awards for performance between the percentiles indicated below.

If an executive’s service is terminated by the company without cause (as defined under the 2020 Plan) or an executive dies or becomes disabled (as defined under the 2020 Plan) during the performance period, the executive will remain eligible to earn the PSU award upon certification of the company’s performance following the end of the performance period. PSUs will be forfeited by the executive upon any other terminations of service. If a change in control (as defined under the 2020 Plan) occurs during the performance period, the performance period will be truncated to the closing date of such transaction and any then-outstanding PSUs will be deemed to satisfy the performance criteria based on the higher of target or our actual relative TSR as of the closing of such transaction. Such earned PSUs will convert to time-vested RSUs that will vest subject to an executive’s continued service through December 31, 2025, and subject to vesting acceleration if the executive is terminated without cause or resigns for good reason in connection with or following such transaction.

2023 Time-Based RSUs

Equity awards with time-based vesting align the interests of our named executive officers with the interests of our stockholders by promoting the stability and retention of a high-performing executive team over the longer term. In April 2023, the compensation committee and board of directors determined to denominate equity awards entirely in the form of PSUs, as described above. Accordingly, no time-based RSUs were awarded to executive officers in April 2023.

Following the departures of Messrs. Lohscheller and Mendes, our compensation committee and board of directors approved new hire awards comprised of time-based RSUs upon the hiring of Mr. Girsky in August 2023 and Ms. Chan and Mr. Cappello in October 2023. Mr. Girsky’s new hire RSU award will vest in equal annual installments over two years, subject to continuous service. Ms. Chan’s and Mr. Cappello’s new hire RSU awards will vest in equal semi-annual installments over three years, subject to continuous service.

Cancellation of the 2020 Performance Awards

During 2023, PSUs with an underlying aggregate of 2,071,058 shares were canceled, including 475,973 shares underlying PSUs forfeited by Mr. Lohscheller upon his termination. In addition to Mr. Lohscheller's forfeited RSUs, the compensation committee, with the consent of the affected employees, cancelled the remaining PSUs granted in 2020 after taking into account the amount of time remaining in the performance period, the likelihood of achievement given our then-current share price, and the objective of ensuring that sufficient shares were available under the 2020 Plan to attract, retain and reward broad-based employees.

Accordingly, none of the PSUs granted in 2020 were earned and none are outstanding. In each case, the shares subject to the forfeited PSUs again became available for issuance pursuant to new equity awards under the 2020 Plan.

No Perquisites Policy

We do not provide perquisites or other personal benefits to our named executive officers, all of whom are employed on an at-will basis. We do not maintain nonqualified deferred compensation plans, supplemental executive retirement plan benefits, or single trigger change-in-control benefits for our executive officers. Additionally, we do not provide tax gross ups except in the case of standard relocation benefits available to similarly situated executives.

Health and Welfare Benefits

We provide the following benefits to our named executive officers on the same basis provided to all our employees:

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Anti-Hedging Policy

Under our insider trading policy, our directors, officers, employees, consultants and contractors are prohibited from engaging in short sales of our securities, purchases of our securities on margin, hedging or monetization transactions through the use of financial instruments, and options and derivatives trading on any of the stock exchanges or futures exchanges.

Clawback Policy

Effective as of October 2, 2023, we adopted a compensation recoupment policy (the “clawback policy”) that provides for the recoupment of erroneously awarded incentive compensation paid to current and former executive officers, including our named executive officers, in the event of an accounting restatement due to material noncompliance with financial reporting requirements in accordance with the Nasdaq listing rules and Exchange Act Rule 10D-1. The clawback policy applies to compensation that is granted, earned, or vested based in whole or in part upon the attainment of a financial reporting measure and provides for the reimbursement or forfeiture by the executive officer of the excess portion of the compensation received by the executive officers during the three preceding fiscal years.

Assessment of Risk

The compensation committee oversees risks related to our compensation programs. Each year, the compensation committee evaluates whether the design and operation of our compensation programs and policies encourage our executive officers or employees to take unnecessary or excessive risks. In establishing and reviewing Nikola’s compensation programs for risk, the compensation committee considers program features that mitigate against potential risks for our executive officers, such as approval of awards by an independent committee of non-employee directors; fixed base salaries; clawbacks for our equity incentives; and the quantity and mix of long-term performance-based and time-based equity incentives. The compensation committee also generally considers the program features that mitigate potential risks for our non-executive officer employees. In its annual review, the compensation committee concluded that Nikola’s executive compensation programs and policies continue to provide an effective and appropriate mix of incentives to help ensure performance is focused on long-term stockholder value creation, and do not encourage short-term risk taking at the expense of long-term results or create risks that are reasonably likely to have a material adverse effect on Nikola.

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Compensation Committee Report

The following report of the compensation committee shall not be deemed to be “soliciting material” or “filed” with the SEC or to be incorporated by reference into any other filing by Nikola Corporation under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate it by reference into a document filed under those Acts.

The compensation committee has reviewed and discussed the Compensation Discussion and Analysis set forth above with our management. Based on its review and those discussions, the compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2023, as amended.

Compensation Committee

Mary L. Petrovich, Chair
Michael L. Mansuetti
Andrew M. Vesey

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Summary Compensation Table

The following table provides information regarding compensation to each of our named executive officers during the last three or fewer fiscal years during which such individuals were named executive officers.

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Grants of Plan-Based Awards Table

The following table provides information regarding the incentive awards granted to the named executive officers for 2023.

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Outstanding Equity Awards at Fiscal Year-End Table

The following table provides information regarding outstanding equity awards for each of our named executive officers as of December 31, 2023.

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Option Exercises and Stock Vested Table

The following table provides information regarding the dollar amounts realized pursuant to the vesting or exercise of equity-based awards by each of our named executive officers for the fiscal year ended December 31, 2023.

Potential Payments Upon
Termination or Change-in-Control

We have entered into employment agreements with each of our named executive officers that provide our named executive officers with severance protections. The employment agreements provide that our named executive officers will be eligible for severance benefits following an involuntary termination of employment without cause, whether or not in connection with a change in control, subject to the affected named executive officer's execution of a customary release of claims in favor of the company and agreement to certain restrictive covenants.

Under the employment agreements, if the executive’s employment is terminated by us without cause (as defined under the named executive officer's employment agreement) or the executive resigns for good reason (as defined under the named executive officer's employment agreement), whether or not in connection with a change in control (as defined under the named executive officer's employment agreement), then the executive will be entitled to receive a cash lump sum severance payment, a cash lump sum payment covering 18 months of COBRA benefits continuation, full acceleration of RSUs and vesting of PSUs based upon actual performance at the end of the performance period.

The severance payments described above are subject to the executive’s execution and non-revocation of a general release of claims in favor of us and continued compliance with customary confidentiality and non-solicitation requirements for a period of two years following termination. All severance payments are subject to compliance with Section 409A.

For further details on employment agreements with our named executive officers, see the section below entitled “Employment Agreements with Named Executive Officers.”

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The following table summarizes the payments that would be made to our named executive officers upon the occurrence of certain qualifying terminations of employment, assuming such named executive officer’s termination of employment with us occurred on December 31, 2023 and where relevant, that a change of control occurred on December 31, 2023, except for Messrs. Brady and Cappello, for whom the table reports what they actually received in connection with their termination of employment in 2023.

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Employment Agreements with Named Executive Officers

Each of our named executive officers have entered into at-will employment agreements, which provide for a base salary, participation in our health and welfare benefit plans, annual equity grants and certain severance benefits. Details of the employment agreements for our named executive officers are provided below.

Employment Agreement with Stephen J. Girsky

On August 4, 2023, Mr. Girsky entered into an employment agreement with us to serve as President and Chief Executive Officer. Mr. Girsky's current annual base salary is $1,000,000. Mr. Girsky has declined to participate in any annual cash bonus program, without regard to his eligibility for any such program. Subject to board approval, Mr. Girsky is eligible to receive 550,000 RSUs, and 1,000,000 PSUs that can be earned upon the achievement of pre-established performance-based milestones, subject to continued employment during a performance period.

In the event of a termination of Mr. Girsky's employment by the Company without “Cause” or his resignation for “Good Reason” (each as defined in the employment agreement) and subject to Mr. Girsky's delivery of an effective release of claims and ongoing compliance with certain post termination restrictive covenants, including a two-year noncompete and non-solicitation covenants and a non-disparagement covenants, Mr. Girsky would be entitled to receive: (1) a lump sum cash payment in an amount equal to $2,600,000, less applicable withholding taxes; (2) a lump sum cash payment equal to 18 months of COBRA benefits coverage, less applicable withholding taxes; (3) the acceleration in full of all unvested equity and equity based awards, other than Mr. Girsky's PSUs (and the post termination exercise period for unexercised stock options, if any, would be extended to three years following her termination date); and (4) following certification by the board of directors, Mr. Girsky's PSUs will vest in an amount based upon the achievement of the performance-based milestones prior to his termination date, pro-rated for the length of his employment during the performance period.

Employment Agreement with Mary S. Chan

On September 15, 2023, Ms. Chan entered into an employment agreement with us to serve as Chief Operating Officer. Ms. Chan's current annual base salary is $700,000. Ms. Chan has declined to participate in any annual cash bonus program, without regard to her eligibility for any such program. Subject to board approval, Ms. Chan is eligible to receive 300,000 RSUs, and 600,000 PSUs that can be earned upon the achievement of pre-established performance-based milestones, subject to continued employment during a performance period.

In the event of a termination of Ms. Chan's employment by the Company without “Cause” or her resignation for “Good Reason” (each as defined in the employment agreement) and subject to Ms. Chan’s delivery of an effective release of claims and ongoing compliance with certain post termination restrictive covenants, including a two year noncompete and non-solicitation covenants and a non-disparagement covenants, Ms. Chan would be entitled to receive: (1) a lump sum cash payment in an amount equal to $1,400,000, less applicable withholding taxes; (2) a lump sum cash payment equal to 18 months of COBRA benefits coverage, less applicable withholding taxes; (3) the acceleration in full of all unvested equity and equity based awards, other than Ms. Chan’s PSUs (and the post termination exercise period for unexercised stock options, if any, would be extended to three years following her termination date); and (4) following certification by the board of directors, Ms. Chan's PSUs will vest in an amount based upon the achievement of the performance-based milestones prior to her termination date, pro-rated for the length of her employment during the performance period.

Employment Agreement with Britton M. Worthen

On June 3, 2020, Britton M. Worthen entered into an amended and restated employment agreement with us to serve as Chief Legal Officer, which was amended on August 15, 2022. Mr. Worthen’s current annual base salary is $450,000. Mr. Worthen has declined to participate in any annual cash bonus program, without regard to his eligibility for any such program. Subject to board approval, Mr. Worthen is eligible to receive an annual time-vested stock award consisting of RSUs for shares of common stock having a value on the date of grant of not less than $3,000,000, 50% of which will be subject to his continued employment during a three year cliff vesting schedule, and the other 50% will be issued as a PSU that can be earned upon the achievement of pre-established performance-based milestones, subject to continued employment during a performance period.

In the event of a termination of Mr. Worthen’s employment by the Company without “Cause” or his resignation for “Good Reason” (each as defined in the employment agreement) and subject to Mr. Worthen’s delivery of an effective release of claims and ongoing compliance with certain post-termination restrictive covenants, including a two-year noncompete and non-solicitation covenants and a non-disparagement covenant, Mr. Worthen will be entitled to receive: (1) a lump sum cash payment in an amount equal to $1,050,000, less applicable withholding taxes; (2) a lump sum cash payment equal to 18 months of COBRA benefits coverage, less applicable withholding taxes; (3) the acceleration in full of all unvested equity and equity-based awards, other than Mr. Worthen’s PSUs (and the post-termination exercise period for unexercised stock options, if any,

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will be extended to three years following his termination date); and (4) following certification by the board of directors, Mr. Worthen’s PSUs will vest in an amount based upon the achievement of the share price milestones prior to his termination date, pro-rated for the length of his employment during the performance period.

Employment Agreement with Michael Lohscheller

On February 2, 2022, Michael Lohscheller entered into an employment agreement with us to serve as President of Nikola Motor division, which agreement was amended on August 15, 2022. Mr. Lohscheller’s annual base salary was $450,000, and he had declined to participate in any annual cash bonus program, without regard to his eligibility for any such program. Subject to board approval, Mr. Lohscheller was eligible to receive an annual time vested stock award consisting of RSUs for shares of common stock having a value on the date of grant of not less than $5,050,000, 50% of which was subject to continued employment during a three year cliff vesting schedule, and the other 50% was to be issued as a PSU that could be earned upon the achievement of pre-established performance-based milestones, subject to continued employment during a performance period.

In the event of a termination of Mr. Lohscheller’s employment by the Company without “Cause” or his resignation for “Good Reason” (each as defined in the employment agreement), and subject to Mr. Lohscheller’s delivery of an effective release of claims and ongoing compliance with certain post termination restrictive covenants, including a two year noncompete and non-solicitation covenants and a non-disparagement covenant, Mr. Lohscheller was entitled to receive: (1) a lump sum cash payment in an amount equal to $2,600,000, less applicable withholding taxes; (2) a lump sum cash payment equal to 18 months of COBRA benefits coverage, less applicable withholding taxes; (3) the acceleration in full of all unvested equity and equity based awards, other than Mr. Lohscheller’s PSUs (and the post termination exercise period for unexercised stock options, if any, was to be extended to three years following his termination date); and (4) following certification by the board of directors, Mr. Lohscheller’s PSUs were to vest in an amount based upon the achievement of the milestones prior to his termination date, pro-rated for the length of his employment during the performance period.

Employment Agreement with Kim J. Brady

On June 3, 2020, Kim J. Brady entered into an amended and restated employment agreement with us to serve as Chief Financial Officer, which was amended on August 15, 2022. Mr. Brady’s annual base salary was $450,000, and he had declined to participate in any annual cash bonus program, without regard to his eligibility for any such program. Subject to board approval, Mr. Brady was eligible to receive an annual time vested stock award consisting of RSUs for shares of common stock having a value on the date of grant of not less than $3,200,000, 50% of which was subject to his continued employment during a three-year cliff vesting schedule, and the other 50% was to be issued as a PSU that could be earned upon the achievement of pre-established performance-based milestones, subject to continued employment during a performance period.

In the event of a termination of Mr. Brady’s employment by the Company without “Cause” or his resignation for “Good Reason” (each as defined in the employment agreement) and subject to Mr. Brady’s delivery of an effective release of claims and ongoing compliance with certain post termination restrictive covenants, including a two-year noncompete and non-solicitation covenants and a non-disparagement covenant, Mr. Brady was entitled to receive: (1) a lump sum cash payment in an amount equal to $1,050,000, less applicable withholding taxes; (2) a lump sum cash payment equal to 18 months of COBRA benefits coverage, less applicable withholding taxes; (3) the acceleration in full of all unvested equity and equity based awards, other than Mr. Brady’s PSUs (and the post termination exercise period for unexercised stock options, if any, was to be extended to three years following his termination date); and (4) following certification by the board of directors, Mr. Brady’s PSUs were to vest in an amount based upon the achievement of the performance-based milestones prior to his termination date, pro-rated for the length of his employment during the performance period. In connection with Mr. Brady’s retirement, he was eligible to receive the foregoing severance benefits.

Employment Agreement with Anastasiya Pasterick

On March 15, 2023, Ms. Pasterick entered into an employment agreement with us to serve as Chief Financial Officer. Ms. Pasterick's annual base salary was $450,000. Ms. Pasterick had declined to participate in any annual cash bonus program, without regard to her eligibility for any such program. Subject to board approval, Ms. Pasterick was eligible to receive 500,000 PSUs.

In the event of a termination of Ms. Pasterick's employment by the Company without “Cause” or her resignation for “Good Reason” (each as defined in the employment agreement) and subject to Ms. Pasterick's delivery of an effective release of claims and ongoing compliance with certain post termination restrictive covenants, including a two year noncompete and non-solicitation covenants and a non-disparagement covenants, Ms. Pasterick was entitled to receive: (1) a lump sum cash payment in an amount equal to $1,050,000, less applicable withholding taxes; (2) a lump sum cash payment equal to 18 months of COBRA benefits coverage, less applicable withholding taxes; (3) the acceleration in full of all unvested equity and equity based awards, other than Ms. Pasterick's PSUs (and the post termination exercise period for unexercised stock options, if any, was to be extended to three years following her termination date); and (4) following certification by the board of directors, Ms. Pasterick's PSUs were to vest in an amount based upon the achievement of the performance-based milestones prior to her termination date, pro-rated for the length of her employment during the performance period.

EXECUTIVE COMPENSATION

Employment Agreement with Carey Mendes

On August 30, 2022, Carey Mendes entered into an amended and restated employment agreement with us to serve as President of Nikola’s Energy division. Mr. Mendes’s annual base salary was $450,000, and he had declined to participate in any annual cash bonus program, without regard to his eligibility for any such program. Subject to board approval, Mr. Mendes was eligible to receive an annual time vested stock award consisting of RSUs for shares of common stock having a value on the date of grant of not less than $2,555,000, 50% of which was subject to his continued employment during a three year cliff vesting schedule, and the other 50% was to be issued as a PSU that could be earned upon the achievement of pre-established performance-based milestones, subject to continued employment during a performance period.

In the event of a termination of Mr. Mendes’s employment by the Company without “Cause” or his resignation for “Good Reason” (each as defined in the employment agreement) and subject to Mr. Mendes’s delivery of an effective release of claims and ongoing compliance with certain post termination restrictive covenants, including a two year noncompete and non-solicitation covenants and a non-disparagement covenant, Mr. Mendes was entitled to receive: (1) a lump sum cash payment in an amount equal to $1,050,000, less applicable withholding taxes; (2) a lump sum cash payment equal to 18 months of COBRA benefits coverage, less applicable withholding taxes; (3) the acceleration in full of all unvested equity and equity based awards, other than Mr. Mendes’s PSUs (and the post termination exercise period for unexercised stock options, if any, was to be extended to three years following his termination date); and (4) following certification by the board of directors, Mr. Mendes’s PSUs were to vest in an amount based upon the achievement of the performance-based milestones prior to his termination date, pro-rated for the length of his employment during the performance period.

Employment Agreement with Joseph S. Cappello

On September 15, 2023, Mr. Cappello entered into an employment agreement with us to serve as President of Energy. Mr. Cappello's annual base salary was $600,000. Mr. Cappello had declined to participate in any annual cash bonus program, without regard to his eligibility for any such program. Subject to board approval, Mr. Cappello was eligible to receive 200,000 RSUs, and 500,000 PSUs that could be earned upon the achievement of pre-established performance-based milestones, subject to continued employment during a performance period.

In the event of a termination of Mr. Cappello's employment by the Company without “Cause” or his resignation for “Good Reason” (each as defined in the employment agreement) and subject to Mr. Cappello's delivery of an effective release of claims and ongoing compliance with certain post termination restrictive covenants, including a two year noncompete and non-solicitation covenants and a non-disparagement covenants, Mr. Cappello was entitled to receive: (1) a lump sum cash payment in an amount equal to $1,050,000, less applicable withholding taxes; (2) a lump sum cash payment equal to 18 months of COBRA benefits coverage, less applicable withholding taxes; (3) the acceleration in full of all unvested equity and equity based awards, other than Mr. Cappello's PSUs (and the post termination exercise period for unexercised stock options, if any, was to be extended to three years following her termination date); and (4) following certification by the board of directors, Mr. Cappello's PSUs were to vest in an amount based upon the achievement of the performance-based milestones prior to his termination date, pro-rated for the length of his employment during the performance period.

EXECUTIVE COMPENSATION