IDEANOMICS, INC. : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)


Item 5.02 Resignations of directors or certain officers; election of directors; appointment of certain officers; Compensation Arrangements of Certain Officers.

(b) Departure of Mr. Conor McCarthy as CFO

On 09/16/2022, Ideanomics, Inc. (the “Company”) and Mr. Conor McCarthythe Company’s Chief Financial Officer, has mutually agreed that he will step down as the Company’s Chief Financial Officer, effective 09/16/2022.

Combined with Mr McCarthys Termination, the company agreed to pay Mr McCarthy a lump sum cash payment of $525,000 not later than ninety (90) but not earlier than thirty-one (31) consecutive days 09/16/2022. The company also agreed to pay Mr McCarthy a summary of $175,000this is the remainder of his previous year’s performance bonus, at the latest on the second settlement day after the date of the Mr McCarthys Separation Agreement (the “Separation Agreement”). In addition, the company agreed to pay Mr McCarthy the cost of continuing his health insurance benefits under COBRA, if eligible, for a twelve (12) month period, estimated at $24,000.

Mr McCarthy recognized the validity of its non-competition and poaching promise set out in Sections 7 and 8 of this particular employment contract previously filed with the Securities and Exchange Commission.

The foregoing description of the terms of the Separation Agreement is not intended to be exhaustive and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 and is incorporated herein by reference.

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(c) Appointment of Stephen Johnston as Chief Financial Officer

On 09/16/2022appointed by the board of directors (the “Board”) of the Company Stephen Johnston as the Company’s Chief Financial Officer
09/16/2022.

Mr Johnston, 52, joins the company and brings nearly 30 years of diverse, global experience as Chief Financial Officer, Corporate Controller and Chief Accounting Officer and Big 4 Partner. Before you join the company, Mr Johnston served as Chief Financial Officer of Dura Automotive Systems
(“Dura”), a global automotive supplier of highly integrated mechatronic systems and lightweight structural solutions, overseeing the financial performance of the company’s 22 plants in 11 countries. Before the successful sale of Tower Automotive in 2019, Mr Johnston was Chief Financial Officer of Tower Automotive North American, a manufacturer of metal structures and complex welded assemblies for bodies and chassis. As a member of the North American leadership team Mr Johnston was responsible for the financial performance of program launches for key customers including Ford, FCA and bmw. Mr Johnston is a Chartered Accountant (CPA) and a member of Michigan Association of CPAs and the American Institute of Chartered Accountants.

In connection with his appointment Mr Johnston received and has agreed to the terms of an employment contract (the “Employment Contract”), which provides for an annual base salary of $525,000. Mr Johnston be entitled to an annual performance-based bonus (the “Annual Bonus”) of up to seventy-five percent (75%) of their annual base salary. Eligibility for, and payment of, the Annual Bonus is entirely at the sole and absolute discretion of the Company and, in general, may be based on a variety of factors and circumstances, including overall Company performance and general individual performance. After three months of initial employment and subject to the discretion and approval of the Board of Directors of the Company, Mr Johnston eligible to participate in the Company’s stock incentive program and to earn an initial option to purchase up to 1,000,000 shares of the Company’s common stock. Further, Mr Johnston is entitled to such employee benefits that the Company provides to its employees, subject to any qualifying periods or other conditions set forth in the policy or plan document for each benefit.

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Further, Mr Johnston has entered into a confidentiality and invention assignment agreement with the Company which includes (i) customary invention assignment and confidentiality provisions and (ii) non-compete and non-solicitation provisions for a period of 12 months after termination of employment.

Mr Johnston has no family ties to any of the Company’s directors or officers.

There are no agreements or understandings between them Mr Johnston and all other persons according to which he was selected as an officer, except that Mr Johnston provided consulting services to the company prior to his appointment. There are no transactions involving the company and Mr Johnston which the company would have to report under Article 404(a) of Regulation SK.

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According to the terms of the employment contract, Mr Johnstons Employment is “at will” and may be terminated at any time by the Company or Mr Johnston.

The foregoing description of the terms of the Employment Agreement is not intended to be exhaustive and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.2 and is incorporated herein by reference.

Clause 7.01 Disclosure of Regulation FD.

On September 19, 2022the company issued a press release announcing the appointment of Mr Johnston as CFO. A copy of the press release is provided as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Appendices.



(d) Exhibits.



Exhibit
Number     Description
  10.1       Separation Agreement, dated September 16, 2022, by and between the
           Company and Mr. Conor J. McCarthy.
  10.2       Employment Agreement, dated September 16, 2022, by and between the
           Company and Mr. Stephen Johnston.
  99.1       Press Release of Ideanomics, Inc., dated September 19, 2022.
           Cover page Interactive Data File (embedded within the Inline XBRL
104        document).

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