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

 

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

 

Check the appropriate box:

 

Preliminary Proxy Statement
   
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
   
Definitive Proxy Statement
   
Definitive Additional Materials
   
Soliciting Material Under Rule 14a-12

 

BLINK CHARGING CO.

(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 all boxes that apply):

 

No fee required.

 

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

 

 

 

 
 

 

BLINK CHARGING CO.

605 Lincoln Road, 5th Floor

Miami Beach, Florida 33139

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JULY 11, 2022

 

 

To the Stockholders of Blink Charging Co.

 

NOTICE IS HEREBY GIVEN that the 2022 Annual Meeting (the “Annual Meeting”) of Stockholders of Blink Charging Co., a Nevada corporation (the “Company”), will be held on July 11, 2022, at 9:00 a.m., local time, at the Loews Miami Beach Hotel located at 1601 Collins Avenue, Miami Beach, Florida 33139, for the following purposes:

 

  1. Elect six directors to the Board of Directors of Blink Charging Co. (the “Board”) for a one-year term of office expiring at the 2023 Annual Meeting of Stockholders, with the nominees for election being Michael D. Farkas, Brendan S. Jones, Louis R. Buffalino, Jack Levine, Kenneth R. Marks and Ritsaart J.M. van Montfrans.
     
  2. Ratify the appointment of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2022.
     
  3. Advisory vote to approve executive compensation (“say-on-pay” vote).
     
  4. Transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.

 

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders.

 

The Board has fixed the close of business on May 18, 2022 as the record date for the determination of stockholders entitled to notice of, and to vote at, this Annual Meeting and any continuation, postponement or adjournment thereof. Whether or not you plan on attending the Annual Meeting, we encourage you to submit your proxy as soon as possible using one of three convenient methods (i) by accessing the Internet site described in the voting instruction form provided to you, (ii) by calling the toll-free number in the voting instruction form provided to you, or (iii) by signing, dating and returning any proxy card or instruction form provided to you.

 

We have elected to take advantage of the Securities and Exchange Commission’s rule that allows us to furnish our proxy materials to our stockholders over the Internet. We believe electronic delivery will expedite the receipt of materials and, by printing and mailing a smaller volume, will reduce the environmental impact of our Annual Meeting materials and help lower our costs. On or about May 26, 2022, a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) will be mailed to our stockholders. This Notice of Internet Availability will contain instructions on how to access the Notice of Annual Meeting, the Proxy Statement and our 2021 Annual Report on Form 10-K to stockholders online. You will not receive a printed copy of these materials unless you specifically request one. The Notice of Internet Availability contains instructions on how to receive a paper copy of the proxy materials.

 

  By Order of the Board of Directors,
   
 
  MICHAEL D. FARKAS
  Chairman and Chief Executive Officer

 

Miami Beach, Florida

May 26, 2022

 

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NOTICE REGARDING POTENTIAL IMPACT OF COVID-19 ON ANNUAL MEETING

 

We currently intend to hold the Annual Meeting in person. However, we are actively monitoring the continued impact of the coronavirus disease, or COVID-19, and are sensitive to the public health and travel concerns that our stockholders may have, as well as protocols that federal, state and local governments have imposed. If it is not possible or advisable to hold the Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include switching to a virtual meeting format, or changing the time, date or location of the Annual Meeting. If the Annual Meeting were to be held in a virtual only format at the above date and time, via live audio webcast, stockholders could participate and vote at the virtual Annual Meeting by visiting a website to be provided and using your control number to access the Annual Meeting, or if you hold your shares in street name, by following the instructions provided by your broker, bank or other nominee that holds your shares.

 

Any such change will be announced via press release and the filing of additional proxy materials with the Securities and Exchange Commission, and we will take all reasonable steps necessary to inform other intermediaries in the proxy process (such as any proxy service provider) and other relevant market participants (such as the Nasdaq Capital Market) in the event of such change.

 

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You may vote in the following ways:

 

   

VOTE BY INTERNET

www.proxyvote.com

 

VOTE BY PHONE –

1-800-690-6903

 

VOTE BY MAIL –

envelope included

         
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern time, the day before the meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.   Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern time, the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.   Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

 

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

 

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

 

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PROXY STATEMENT SUMMARY

 

This summary contains highlights about the upcoming 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Blink Charging Co. (the “Company,” “Blink,” “we,” “us” or “our”). This summary does not contain all of the information that you should consider in advance of the meeting and we encourage you to read the entire Proxy Statement before voting.

 

2022 Annual Meeting of Stockholders

 

Date and Time:   July 11, 2022 at 9:00 a.m., local time
   
Location:   Loews Miami Beach Hotel, 1601 Collins Avenue, Miami Beach, Florida 33139
   
Record Date:   May 18, 2022
   
Mail Date:   We intend to mail the proxy materials to our stockholders on or about May 26, 2022

 

Voting Matters and Board Recommendations

 

Proposal No.   Proposals   Recommendation of the Board
(1)   The election of six directors to serve on our Board for a one-year term of office expiring at the 2023 Annual Meeting of Stockholders.  

FOR

each Director Nominee

         
(2)   The ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2022.   FOR
         
(3)   An advisory vote to approve executive compensation (“say-on-pay” vote).   FOR

 

Only holders of record of our common stock, par value $0.001 per share (the “Common Stock”) at the close of business on May 18, 2022 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. On the Record Date, there were issued and outstanding approximately 42,741,387 shares of our Common Stock.

 

Each share of Common Stock entitles the holder thereof to one vote. This Proxy Statement is being mailed to stockholders on or about May 26, 2022.

 

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Our Company

 

Blink Charging Co., through its wholly-owned subsidiaries, is a leading owner, operator, and provider of electric vehicle (“EV”) charging equipment and networked EV charging services in the rapidly growing U.S. and international markets for EVs. Blink offers residential and commercial EV charging equipment and services, enabling EV drivers to recharge at various location types. Blink’s principal line of products and services includes its nationwide Blink EV charging network (the “Blink Network”) and Blink EV charging equipment, also known as electric vehicle supply equipment, and other EV-related services. The Blink Network is a proprietary, cloud-based system that operates, maintains, and manages Blink charging stations and handles the associated charging data, back-end operations, and payment processing. The Blink Network provides property owners, managers, parking companies, and state and municipal entities, among other types of commercial customers, with cloud-based services that enable the remote monitoring and management of EV charging stations. The Blink Network also provides EV drivers with vital station information, including station location, availability, and fees (if applicable).

 

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Board of Directors

 

Our business is managed under the direction of the Board of Directors (the “Board”). The Board meets on a regularly scheduled basis during our fiscal year to review significant developments affecting the Company and to act on matters requiring Board approval. The Board also holds special meetings when an important matter requires Board action between scheduled meetings and also acts by unanimous written consent when necessary and appropriate. The Board met 10 times during the year ended December 31, 2021. In addition, the Board of Directors took action 17 times during 2021 by unanimous written consent in lieu of a meeting, as permitted by applicable law. During 2021, each member of the Board attended or participated in 75% or more of the aggregate of the total number of meetings of the Board and committees on which they served. We, and the Board, expect all current directors to attend our annual meetings of stockholders barring unforeseen circumstances or irresolvable conflicts. We do not have a written policy on Board attendance at annual meetings of stockholders; however, we do schedule a Board meeting immediately after the annual meeting for which members attending receive compensation. All of the Board members attended last year’s annual meeting.

 

The 2022 nominees to serve on the Board are as follows:

 

Name   Age   Director Since   Principal Occupation   Audit Committee  

Compensation

Committee

 

Nominating

&

Corporate Governance Committee

 

Environmental,

Social and Governance Committee

Michael D. Farkas   50   2010   Chairman and Chief Executive Officer of Blink                
Brendan S. Jones   58   2021   President and Chief Operating Officer of Blink                
Louis R. Buffalino   66   2019   Senior Vice President of Cushman & Wakefield       X   X (Chair)   X
Jack Levine   71   2019   President of Jack Levine, PA   X (Chair)   X   X    
Kenneth R. Marks   76   2020   President of KRM Energy Advisors LLC   X           X
Ritsaart J.M. van Montfrans   50   2019   Chief Executive Officer of Incision Group   X   X (Chair)        

 

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Board Leadership

 

Michael D. Farkas has been a director since 2010, our Chairman of the Board since January 2015 and Chief Executive Officer from 2010 to July 2015 and again since October 2018. We believe that having one person, particularly Mr. Farkas with his wealth of industry and executive management experience, his extensive knowledge of the operations of the Company and his own history of strategic thinking, serve as both Chairman and Chief Executive Officer is the best leadership structure for us because it demonstrates to our employees, customers and stockholders that the Company is under strong leadership, with a single person setting the tone and having primary responsibility for managing our operations. This unity of leadership promotes strategy development and execution, timely decision-making and effective management of our resources. We believe that we have been well-served by this structure.

 

Four of our Board nominees are independent. In addition, all of the directors on each of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Environmental, Social and Governance (“ESG”) Committee are independent directors and each of these committees is led by a committee chair. The committee chairs set the agendas for their committees and report to the full Board on their work. As required by Nasdaq, our independent directors meet in executive sessions without management present as frequently as they deem appropriate, typically at the time of each regular in-person Board meeting. All of our independent directors are highly accomplished and experienced business people in their respective fields, who have demonstrated leadership in significant enterprises and are familiar with Board processes. Our independent directors bring experience, oversight and expertise from outside our company and industry, while our Chairman and Chief Executive Officer and our President and Chief Operating Officer bring company-specific experience and expertise.

 

Director Qualifications and Diversity

 

Our Nominating and Corporate Governance Committee is responsible for the review of corporate governance, identifying, review the composition of and evaluate the performance of the Board; recommend persons for election to the Board and evaluate director compensation; review the composition of committees of the Board and recommend persons to be members of such committees; review and maintain compliance of committee membership with applicable regulatory requirements; and review conflicts of interest of members of the Board and corporate officers. The committee may use outside consultants to assist in identifying candidates and will also consider advice and recommendations from stockholders, management, and others as it deems appropriate.

 

When evaluating director nominees, our directors consider the following factors:

 

  the current size and composition of the Board and the needs of the Board and the respective committees of the Board;
     
  such factors as character, integrity, judgment, diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments and the like;
     
  business experience, diversity and personal skills in technology, finance and financial reporting, marketing and international business; and
     
  other factors that the directors may consider appropriate.

 

Our goal is to assemble a Board that brings together a variety of skills derived from high quality business and professional experience.

 

Board Diversity Matrix (As of May 26, 2022)
Board Size
Total Number of Directors   7
    Female   Male   Non-Binary   Did Not Disclose Gender
Gender Identity
Directors   1   6   -   -
Demographic Background
African American or Black   -   -   -   -
Alaskan Native or Native American   -   -   -   -
Asian   -   -   -   -
Hispanic or Latinx   1   -   -   -
Native Hawaiian or Pacific Islander   -   -   -   -
White   -   6   -   -
Two or More Races or Ethnicities   -   -   -   -
LGBTQ+   -
Did Not Disclose Demographic Background   -

 

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Board Committees and Charters

 

The Board has four standing committees - Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and ESG Committee. The Board maintains charters for each of these standing committees. To view the charters of our standing Board committees, please visit our website at https://ir.blinkcharging.com/corporate-governance/governance-documents.

 

Audit Committee

 

Our Audit Committee is currently comprised of Jack Levine (chair), Kenneth R. Marks, Ritsaart J.M. van Montfrans and Carmen M. Perez-Carlton. Our Board has determined that each of the directors serving on the Audit Committee meets the requirements for financial literacy under applicable rules and regulations of the Securities and Exchange Commission (“SEC”) and Nasdaq. In addition, our Board has determined that Mr. Levine meets the requirements of a financial expert as defined under the applicable rules and regulations of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of Nasdaq. Our Board has considered the independence and other characteristics of each existing member and each proposed member of our Audit Committee, and our Board believes that each member meets the independence and other requirements of Nasdaq and the SEC. Our Audit Committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq.

 

Our Audit Committee, among other things, is responsible for:

 

  selecting and hiring the independent registered public accounting firm to audit our financial statements;
     
  helping to ensure the independence and performance of the independent registered public accounting firm;
     
  approving audit and non-audit services and fees;
     
  reviewing financial statements and discussing with management and the independent registered public accounting firm our annual audited and quarterly financial statements, the results of the independent audit and the quarterly reviews, and the reports and certifications regarding internal controls over financial reporting and disclosure controls;
     
  preparing the Audit Committee report that the SEC requires to be included in our annual proxy statement;
     
  reviewing reports and communications from the independent registered public accounting firm;
     
  reviewing earnings press releases and earnings guidance;
     
  reviewing the adequacy and effectiveness of our internal controls and disclosure controls and procedures;
     
  reviewing our policies on risk assessment and risk management;
     
  reviewing related party transactions;
     
  establishing and overseeing procedures for the receipt, retention and treatment of accounting related complaints and the confidential submission by our employees of concerns regarding questionable accounting or auditing matters; and
     
  reviewing and monitoring actual and potential conflicts of interest.

 

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During 2021, the Audit Committee met 15 times.

 

Compensation Committee

 

Our Compensation Committee is, among other things, responsible for:

 

  reviewing, approving and determining, or making recommendations to our Board regarding, the compensation of our executive officers, including our Chief Executive Officer and other executive officers;
     
  administering our incentive compensation plans and programs;
     
  reviewing and discussing with our management our SEC disclosures; and
     
  overseeing our submissions to stockholders on executive compensation matters.

 

Our Compensation Committee is currently comprised of Ritsaart J.M. van Montfrans (chair), Louis R. Buffalino and Jack Levine. Our Board has considered the independence and other characteristics of each current and anticipated member of our Compensation Committee. Our Board believes that each member of our Compensation Committee meets the requirements for independence under the current requirements of Nasdaq, is a nonemployee director as defined by Rule 16b-3 promulgated under the Exchange Act, and is an outside director as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986 (the “Code”).

 

Our Compensation Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq.

 

During 2021, the Compensation Committee met eight times.

 

Nominating and Corporate Governance Committee

 

Our Nominating and Corporate Governance Committee is currently comprised of Louis R. Buffalino (chair) and Jack Levine. Our Nominating and Corporate Governance Committee operates under a written charter. Under our policy, the independent directors of our Board nominate our directors. We also consider any nominations of directors candidates validly made by our stockholders. When evaluating director nominees, our directors consider the following factors:

 

  the current size and composition of the Board and the needs of the Board and the respective committees of the Board;
     
  such factors as character, integrity, judgment, diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments and the like;
     
  business experience, diversity and personal skills in technology, finance and financial reporting, marketing and international business; and
     
  other factors that the directors may consider appropriate.

 

Our goal is to assemble a Board that brings together a variety of skills derived from high quality business and professional experience.

 

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During 2021, the Nominating and Corporate Governance Committee met two times separately and in conjunction with several meetings of the Board of Directors due to the small size of the Board and the committee’s limited activities.

 

While we do not have a formal diversity policy for Board membership, the Board does seek to ensure that its membership consists of sufficiently diverse backgrounds, meaning a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions. In considering candidates for the Board, the independent directors consider, among other factors, diversity with respect to viewpoints, skills, experience and other demographics.

 

Each of our directors is a member of the National Association of Corporate Directors, an independent non-profit membership organization of corporate board members that provides governance guidelines to assist directors in discharging their responsibilities and ensuring their commitment to the highest standards of corporate conduct, and the Association of Audit Committee Members Inc., a non-profit association of audit committee members dedicated to strengthening the audit committee by developing national best practices for corporate governance, corporate compliance and internal whistleblower policies.

 

Environmental, Social and Governance Committee

 

In April 2021, our Board of Directors established an Environmental, Social and Governance Committee, which began as a separate standing committee of the Board in July 2021. The principal responsibilities and duties of this committee will be to (i) recommend to the Board the Company’s overall general strategy concerning environmental, health and safety, corporate social responsibility, sustainability, philanthropy, diversity, equity and inclusion, community issues, political contributions and lobbying and other public policy matters relevant to the Company, (ii) oversee the Company’s policies, practices and performance and manage the reporting standards with respect to ESG matters, and (iii) report to the Board current and emerging topics relating to ESG matters that may affect the business, operations, performance or public image of the Company or are pertinent to us and our stakeholders in support of our evolving global business. Additional information regarding the functions to be performed by the ESG Committee is set forth in the ESG Committee Charter.

 

The ESG Committee is currently comprised of Carmen M. Perez-Carlton (chair), Kenneth R. Marks and Louis R. Buffalino. The committee may include one management director. Following the Annual Meeting, Mr. Marks will become the chair of the ESG Committee.

 

During 2021, the ESG Committee met one time.

 

Board Role in Risk Oversight

 

Risk assessment and oversight are integral parts of our governance and management processes. Our Board does not have a standing risk management committee, but rather administers this oversight function directly through our Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight.

 

Our Board oversees an enterprise-wide approach to risk management, which is designed to support the achievement of the Company’s objectives, including the strategic objective to improve long-term financial and operational performance and enhance stockholder value. Our Board believes that a fundamental part of risk management is understanding the risks that we face, monitoring these risks and adopting appropriate control and mitigation of these risks.

 

The Board discusses risks with our senior management on a regular basis, including as a part of its strategic planning process, annual budget review and approval, and thorough reviews of compliance issues in the appropriate committees of our Board. While the Board has the ultimate oversight responsibility for the risk management process, various committees of the Board are structured to oversee specific risks, as follows:

 

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Committee   Primary Risk Oversight Responsibility
Audit Committee   Oversees financial risk, including capital risk, financial compliance risk, internal controls over financial reporting and reporting of violations involving financial risk, internal controls and other non-compliance with our Code of Conduct.
     
Compensation Committee   Oversees our compensation policies and practices to ensure compensation appropriately incentivizes and retains management and determines whether such policies and practices balance risk-taking and reward in an appropriate manner.
     
Nominating and Corporate Governance Committee   Oversees the assessment of each Board member’s independence to avoid conflict, determine the effectiveness of the Board and committees, and maintain good governance practices through our Corporate Governance Guidelines and Code of Conduct.
     
Environmental, Social and Governance Committee   Oversees our policies and practices, and reviews our reporting standards, with respect to complying with evolving ESG matters and disclosures.

 

The Board also considers our internal control structure which, among other things, limits the number of persons authorized to execute material agreements, requires approval of our Board for matters outside of the ordinary course and includes our whistleblower policy. This policy establishes procedures for the submission by our employees and consultants, on a confidential and anonymous basis, of complaints and concerns regarding our financial statement disclosures, accounting practices, internal controls or auditing matters, or possible violations of the federal securities laws or the rules or regulations promulgated thereunder. Complaints submitted through this policy are promptly routed to the Chair of our Audit Committee.

 

Code of Business Conduct and Ethics

 

We adopted a Code of Business Conduct and Ethics in December 2013. Our Code of Business Conduct and Ethics applies to all our employees, officers and directors, including our principal executive and senior financial officers. A copy of our Code of Business Conduct and Ethics is posted on our website at www.blinkcharging.com. We intend to disclose future amendments to certain provisions of our Code of Conduct and Business Ethics, or waivers of these provisions with respect to executive officers on our website or in our public filings with the SEC. There were no waivers of the Code of Business Conduct and Ethics in 2021. A copy of our Code of Business Conduct and Ethics will be provided without charge to any person submitting a written request to the attention of the Chief Executive Officer at our principal executive office.

 

Director Independence

 

At least annually, the Nominating and Corporate Governance Committee reviews the independence of each non-employee director and makes recommendations to the Board and the Board affirmatively determines whether each director qualifies as independent. No director qualifies as “independent” unless the Board affirmatively determines that the director has no material relationship with the Company (either directly or as a stockholder or officer of an organization that has a relationship with the Company). In addition, in affirmatively determining the independence of any director who will serve on the Compensation Committee, the Board must consider all factors specifically relevant to determining whether a director has a relationship to the Company which is material to that director’s ability to be independent of management in connection with the duties of a Compensation Committee member. Each director must keep the Nominating and Corporate Governance Committee fully and promptly informed as to any development affecting a director’s independence.

 

Our shares of common stock and warrants are listed for trading on the Nasdaq Capital Market. Under the rules of Nasdaq, “independent” directors must make up a majority of a listed company’s board of directors. In addition, applicable Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit and compensation committees be independent within the meaning of the applicable Nasdaq rules. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act.

 

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The Board has determined that each of our non-employee directors during 2021 (Messrs. Buffalino, Levine, Marks and van Montfrans, and Ms. Perez-Carlton) were independent under the listing standards of Nasdaq and the requirements of the SEC. Messrs. Farkas and Jones are not independent based on their service as employees of our company. In making its independence determinations, the Board reviewed direct and indirect transactions and relationships between each director, or any member of his or her immediate family, and us or one of our subsidiaries or affiliates based on information provided by the director, our records and publicly available information. None of our directors directly or indirectly provides any professional or consulting services to us.

 

As a result, a majority of our directors are independent, as required under applicable Nasdaq rules. As required under applicable Nasdaq rules, we anticipate that our independent directors will meet in regularly scheduled executive sessions at which only independent directors are present.

 

Communication with the Board

 

Our Annual Meeting of Stockholders provides an opportunity each year for stockholders to ask questions of, or otherwise communicate directly with, members of the Board on appropriate matters. In addition, any interested party may communicate in writing with any particular director, including our Chairman, any committee of the Board, or the directors as a group, by sending such written communication to our Corporate Secretary at our executive offices located at Blink Charging Co., 605 Lincoln Road, 5th Floor, Miami Beach, Florida 33139. Copies of written communications received at such address will be provided to the Board or the relevant director unless such communications are considered, in the reasonable judgment of our Corporate Secretary, to be inappropriate for submission to the intended recipient(s). The Corporate Secretary or his designee may analyze and prepare a response to the information contained in communications received and may deliver a copy of the communication to other Company staff members or agents who are responsible for analyzing or responding to complaints or requests. Communications concerning potential director nominees submitted by any of our stockholders will be forwarded to the Chair of the Nominating and Corporate Governance Committee.

 

Certain Relationships and Related Transactions

 

In addition to the compensation arrangements, including employment, termination of employment and change in control arrangements, discussed in the section titled “Executive Compensation,” the following is a description of each transaction since January 1, 2021 and each currently proposed transaction in which:

 

  we have been or are to be a participant;
     
  the amount involved exceeds $120,000; and
     
  any related person had or will have a direct or indirect material interest.

 

On November 12, 2021, the Board approved a Confidential Settlement and Release Agreement with Aviv Hillo, our General Counsel. In consideration for Mr. Hillo releasing any and all claims of harassment involving a former executive, we issued Mr. Hillo 60,000 shares of our common stock equal to an amount of $2,680,000 in full settlement of the matter.

 

Director and Executive Officer Indemnification Agreements

 

Nevada corporation law limits or eliminates the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors. Our Bylaws include provisions that require the company to indemnify our directors or officers against monetary damages for actions taken as a director or officer of our company. We are also expressly authorized to carry directors’ and officers’ insurance to protect our directors, officers, employees and agents for certain liabilities. Our articles of incorporation do not contain any limiting language regarding director immunity from liability.

 

We have entered or intend to enter into separate indemnification agreements with all of our directors and executive officers, in addition to indemnification provided for in our Bylaws. These agreements, among other things, provide for indemnification of our directors and executive officers for certain expenses, judgments, fines and settlement amounts, among others, incurred by such person in any action or proceeding arising out of such person’s services as a director or executive officer in any capacity. We believe that these provisions in our Bylaws and indemnification agreements are necessary to attract and retain qualified persons as directors and executive officers.

 

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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

Related Person Transaction Policy

 

Our policy with regard to related party transactions is for the Board as a whole to approve any material transactions involving our directors, executive officers or holders of more than five percent (5%) of our outstanding shares of common stock.

 

Corporate Governance Materials Available on the Blink Website

 

Our corporate governance principles are intended to provide a set of flexible guidelines for the effective functioning of the Board of Directors and are reviewed regularly and revised as necessary or appropriate in response to changing regulatory requirements, evolving best practices and other considerations. Many of these principles and policies relating to corporate governance at Blink are available on the Corporate Governance section of our website, https://ir.blinkcharging.com/corporate-governance/governance-documents, including:

 

  Audit Committee Charter
     
  Compensation Committee Charter
     
  Nominating and Corporate Governance Committee Charter
     
  Environmental, Social and Governance Committee Charter
     
  Code of Business Conduct and Ethics

 

You may obtain copies of these materials, free of charge, by sending a written request to: Corporate Secretary, Blink Charging Co., 605 Lincoln Road, 5th Floor, Miami Beach, Florida 33139. Please specify which documents you would like to receive.

 

Non-Director Executive Officers

 

Our non-director executive officers for the 2021 fiscal year are listed below. For biographical information about Mr. Farkas and Mr. Jones, please refer to the Company’s Board nominees under Proposal 1 of this Proxy Statement.

 

Name, Age and Principal Occupations

 

Michael P. Rama, 56, has served as our Chief Financial Officer since February 2020. Mr. Rama had previously acted as an independent financial consultant (not associated with Blink) from July 2019 until he joined us on February 10, 2020. Mr. Rama served as the Vice President and Chief Financial Officer of NV5 Global, Inc. from September 2011 to June 2019.
 
Aviv Hillo, 57, has served as our General Counsel since June 2018. Mr. Hillo previously served as the Chief Executive Officer of K-Lawyers.com from February 2016 to June 2018.
 
Harjinder Bhade, 58, has served as our Chief Technology Officer since May 2021. Mr. Bhade previously served as Chief Technology Officer and Senior Vice President of Engineering at ENGIE North America Inc. from October 2014 to May 2021.

 

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EXECUTIVE COMPENSATION DISCUSSION

 

Compensation Discussion and Analysis

 

Our Company

 

Blink Charging Co., through its wholly-owned subsidiaries, is a leading owner, operator, and provider of EV charging equipment and networked EV charging services in the rapidly growing U.S. and international markets for EVs. Blink offers residential and commercial EV charging equipment and services, enabling EV drivers to recharge at various location types. Blink’s principal line of products and services includes the Blink Network and Blink EV charging equipment, also known as electric vehicle supply equipment, and other EV-related services. The Blink Network is a proprietary, cloud-based system that operates, maintains, and manages Blink charging stations and handles the associated charging data, back-end operations, and payment processing. The Blink Network provides property owners, managers, parking companies, and state and municipal entities, among other types of commercial customers, with cloud-based services that enable the remote monitoring and management of EV charging stations. The Blink Network also provides EV drivers with vital station information, including station location, availability, and fees (if applicable).

 

Our Named Executive Officers

 

We refer to our Chief Executive Officer, the Chief Financial Officer, and our three most highly compensated executive officers who were serving as executive officers at the end of our latest fiscal year as our Named Executive Officers (“NEOs”). In 2021, our NEOs were as follows:

 

Named Executive Officer   Age   Role
Michael D. Farkas   50   Chairman of the Board of Directors and Chief Executive Officer
Brendan S. Jones   58   President, Chief Operating Officer and Director
Michael P. Rama   56   Chief Financial Officer
Aviv Hillo   57   General Counsel
Harjinder Bhade   58   Chief Technology Officer

 

Compensation Philosophy

 

The primary goals of our Board with respect to executive compensation are to attract and retain talented and dedicated executives, to tie annual and long-term cash and stock incentives to the achievement of specified performance objectives, and to create incentives resulting in increased stockholder value. To achieve these goals, our Compensation Committee recommends to our Board executive compensation packages, generally comprising a mix of salary, discretionary bonus and equity awards. Although we have not adopted any formal guidelines for allocating total compensation between equity compensation and cash compensation, we have implemented and maintain compensation plans that tie a substantial portion of our executives’ overall compensation to the achievement of corporate goals.

 

Role of Compensation Consultant

 

The Compensation Committee has the power to engage independent advisors to assist it in carrying out its responsibilities. In 2020 and through the first half of 2021, the Compensation Committee engaged Mercer LLC (“Mercer”), a global compensation consulting firm, as its compensation consultant to review and advise on our compensation practices. The Compensation Committee assessed the independence of Mercer pursuant to SEC rules and concluded that the work of Mercer had not raised any conflict of interest. During this period, Mercer undertook the following projects for the Compensation Committee:

 

  Provided competitive data at various percentile levels for our company’s top four executive officers based on broad survey data using Mercer’s executive remuneration survey and the Willis Towers Watson general industrial executive compensation survey;
     
  Evaluated the compensation arrangements for the members of our company’s Board against similar broad survey data; and
     
  In 2021, updated the study of compensation arrangements for our company’s Chief Executive Officer.

 

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In 2020 - 2021, the Compensation Committee reviewed widely-used survey data to benchmark our company’s compensation arrangements. The Compensation Committee used broad survey data, in part, because there was a lack of direct data on publicly traded electric vehicle charging station companies as a peer group. Additionally, the Compensation Committee chose this approach as the large size of the survey reduced the dependence of the results on any one industry that could otherwise skew the survey results in any particular year.

 

Using this approach, Mercer compared positions of similar scope and complexity with the data contained in the surveys. Mercer then provided a salary range for each executive level at the 25th, 50th and 75th percentile (and the 90th percentile in the case of the 2021 update) of the surveys. The Compensation Committee typically sets target compensation levels for executives in the 50th to 75th percentile range (except Mr. Farkas whose compensation was at a higher percentile level for reasons mentioned below) as it believes the use of this range (i) helps ensure our compensation program provides sufficient compensation to attract and retain talented executives and (ii) maintains internal pay equity, without overcompensating our employees. Each executive’s target compensation level for this purpose is based on the sum of his base salary, annual cash bonus and annual equity award but excludes one-time equity/option awards.

 

Our 2021 employment agreement with Michael D. Farkas was entered into following this guidance. Under that agreement, he received a base salary of $800,000 for 2021 and will receive $850,000 and $900,000 for 2022 and 2023, respectively. Mr. Farkas is eligible to receive an annual performance bonus (payable in cash and securities), with a target bonus of 100% of his base salary, with Mr. Farkas eligible to receive up to 200% of his base salary based on the achievement of key performance indicators established by the Board of Directors and Mr. Farkas. Mr. Farkas is also eligible to receive equity awards (one-half in restricted stock and one-half in stock options) with a target aggregate value of $1,000,000, with the actual amount determined by the achievement of the key performance indicators during each year of the employment term. Mr. Farkas also received a special performance option exercisable into 475,285 shares, which will vest if our stock price on the NASDAQ exchange reaches and remains on average for a period of 20 consecutive market days at a closing price of $90 per share during the four-year term of the option. Additionally, Mr. Farkas received one-time awards and payments in satisfaction of his 2020 bonuses, equity awards, and a salary catch-up since the expiration of his prior agreement in June 2020.

 

This employment agreement was recommended by the Compensation Committee and approved by the Board of Directors in May 2021. The Compensation Committee and Board found that the special performance option vesting condition in the agreement was properly tied to and aligned with the interests of our stockholders, and that Mr. Farkas’ past service, recent accomplishments and future expected contributions to our company merited the terms set forth in the agreement.

 

In October 2021, as our company grew and added depth to our group of senior management, the Compensation Committee engaged Korn Ferry, an internationally-recognized compensation consulting firm, as its compensation consultant to review and advise us on our compensation practices. The Compensation Committee assessed the independence of Korn Ferry pursuant to SEC rules and concluded that the work of Korn Ferry has not raised any conflict of interest.

 

In 2021, Korn Ferry augmented our survey-based compensation approach by suppling the Compensation Committee with actual peer group data in order to evaluate the compensation arrangements for our named executive officers (other than the Chief Executive Officer) and directors. With respect to Korn Ferry’s assessment, the comparable group of companies consisted of the following companies, determined to: (i) focus on the same industry or adjacent industry as us, (ii) generally have similar revenues as us, (iii) generally have similar market capitalization as us, (iv) generally have similar operating income as us, and (v) generally have the same number of employees as us:

 

Allego N.V., Beam Global, ChargePoint Holdings, EVgo, Inc., Nuvve Holding Corp., Tritium DCFC Limited, Volta Inc. and Wallbox N.V.

 

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It is expected that Korn Ferry’s assessment using both survey data and peer group analyses will be considered in setting 2022 compensation and in renewing the terms of employment agreements with several of our executive officers.

 

Elements of Compensation

 

We evaluate individual executive performance with a goal of setting compensation at levels our Board or any applicable committee believes are comparable with executives in other companies of similar size and stage of development while taking into account our relative performance and our own strategic goals. The compensation received by our named executive officers consists of the elements provided below.

 

Base Salary

 

Base salaries for our executives are established based on the scope of their responsibilities and individual experience, taking into account competitive market compensation paid by other companies for similar positions within our industry.

 

The Compensation Committee considers compensation data from the peer companies to the extent the executive positions at these companies are considered comparable to our positions and informative of the competitive environment. Compensation data for our peer group were collected from available proxy-disclosed data. This information was gathered and analyzed for the 25th, 50th and 75th percentiles (or alternatively using low, medium and high categories) for annual base salary, short-term incentive pay elements and long-term incentive pay elements.

 

Variable Pay

 

We design our variable pay programs to be both affordable and competitive in relation to the market. We monitor the market and adjust our variable pay programs as needed. Our variable pay programs, such as our bonus program, are designed to motivate employees to achieve overall goals. Our programs are designed to avoid entitlements, to align actual payouts with the actual results achieved, and to be easy to understand and administer.

 

Equity-Based Incentives

 

Salaries and bonuses are intended to compensate our executive officers for short-term performance. We also have adopted an equity incentive program intended to reward longer-term performance and to help align the interests of our named executive officers with those of our stockholders. We believe that long-term performance is achieved through an ownership culture that rewards performance by our named executive officers through the use of equity incentives. Our equity incentive plan has been established to provide our employees, including our named executive officers, with incentives to help align those employees’ interests with the interests of our stockholders.

 

When making equity-award decisions, the Compensation Committee considers market data, the grant size, the forms of long-term equity compensation available to it under our existing plans and the status of previously granted awards. The amount of equity incentive compensation granted reflects the executives’ expected contributions to our future success. Existing ownership levels are not a factor in award determination, as the Compensation Committee does not want to discourage executives from holding significant amounts of our stock.

 

Future equity awards that we make to our named executive officers will be driven by our sustained performance over time, our named executive officers’ ability to impact our results that drive stockholder value, their level of responsibility, their potential to fill roles of increasing responsibility, and competitive equity award levels for similar positions in comparable companies. Equity forms a key part of the overall compensation for each executive officer and is evaluated each year as part of the annual performance review process and incentive payout calculation.

 

The amounts awarded to the named executive officers are based on the Compensation Committee’s subjective determination of what is appropriate to incentivize the executives. Generally, the grants to named executive officers vest over a three-year period with 33-1/3% vesting on each anniversary of the grant date. All equity awards to our employees, including named executive officers, and to directors have been granted and reflected in our financial statements, based upon the applicable accounting guidance, with the exercise price equal to the fair market value of one share of common stock on the grant date.

 

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In order to encourage a long-term perspective and to encourage key employees to remain with us, our stock options typically have annual vesting over a three-year period and a term of five years. Generally, vesting ends upon termination of services and exercise rights of vested options cease three months after termination of services. Prior to the exercise of an option, the holder has no rights as a stockholder with respect to the shares subject to such option, including voting rights and the right to receive dividends or dividend equivalents.

 

Benefits Programs

 

We design our benefits programs to be both affordable and competitive in relation to the market while conforming to local laws and practices. We monitor the market and local laws and practices and adjust our benefits programs as needed. We design our benefits programs to provide an element of core benefits and, to the extent possible, offer options for additional benefits, be tax-effective for employees in any foreign country and balance costs and cost-sharing between our employees and us.

 

Timing of Equity Awards

 

Only the Compensation Committee may approve restricted stock or stock option grants to our executive officers. Shares of restricted stock and stock options are generally granted at meetings of the Compensation Committee or pursuant to a unanimous written consent of the Compensation Committee. The exercise price of a newly granted option is the closing price of our common stock on the date of grant.

 

Executive Equity Ownership

 

We encourage our executives to hold a significant equity interest in our company. However, we do not have specific share retention and ownership guidelines for our executives.

 

Consideration of Advisory Votes to Approve the Compensation of our Named Executive Officers

 

We value the opinions of our stockholders, including as expressed through advisory votes to approve the compensation of our named executive officers (“Say-on-Pay Votes”). In our most recent Say-On-Pay Vote, conducted at our 2021 annual meeting of stockholders, held on September 2, 2021, our stockholders approved the compensation of our named executive officers on an advisory basis, with approximately 76% of the votes cast in favor of the fiscal 2020 compensation of our named executive officers. In setting fiscal 2022 compensation, we will consider the outcome of the Say-on-Pay Vote during our 2021 annual meeting of stockholders and will continue to consider the outcome of future Say-on-Pay Votes, as well as stockholder feedback received throughout the year, when making compensation decisions for our executive officers.

 

Effect of Accounting and Tax Treatment on Compensation Decisions

 

In the review and establishment of our compensation programs, we consider the anticipated accounting and tax implications for our executives and us.

 

Generally, Section 162(m) of the Code disallows public companies a tax deduction for federal income tax purposes of compensation in excess of $1 million paid to their chief executive officer and certain other specified officers in any taxable year. For tax years ending prior to December 31, 2017, compensation in excess of $1 million could only be deducted if it was “performance-based compensation” within the meaning of Section 162(m) of the Code or qualified for one of the other exemptions from the deduction limit. The exemption from Section 162(m) of the Code’s deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our covered officers (which now also includes our Chief Financial Officer) in excess of $1 million will generally not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. We seek to maintain flexibility in compensating our executives in a manner designed to promote our corporate goals and, therefore, while we are mindful of the benefit of the full deductibility of compensation, our Compensation Committee has not adopted a policy requiring that any or all compensation to be deductible. Our Compensation Committee may authorize compensation payments that are not fully tax deductible if we believe that such payments are appropriate to attract and retain executive talent or meet other business objectives.

 

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Role of Executives in Executive Compensation Decisions

 

The Board and our Compensation Committee generally seek input from our Chief Executive Officer, Michael D. Farkas, and President and Chief Operating Officer, Brendan S. Jones, when discussing the performance of, and compensation levels for, executives other than themselves. The Compensation Committee also works with Michael P. Rama, our Chief Financial Officer, to evaluate the financial, accounting, tax and retention implications of our various compensation programs. Neither Mr. Farkas nor Mr. Jones, who are directors, participate in deliberations relating to their own compensation.

 

Compensation Risk Management

 

We have considered the risk associated with our compensation policies and practices for all employees, and we believe we have designed our compensation policies and practices in a manner that does not create incentives that could lead to excessive risk taking that would have a material adverse effect on us.

 

We structure our compensation to consist of base salary, variable pay, equity-based pay and benefits. The base portion of compensation is designed to provide a steady income regardless of our stock price performance so that executives do not feel pressured to focus exclusively on stock price performance to the detriment of other important business measures. Our variable pay and equity-based pay programs are designed to reward both short- and long-term corporate performance. For short-term performance, our variable pay programs are designed to motivate employees to achieve overall goals. For long-term performance, our stock option awards generally vest over four years and are only valuable if our stock price increases over time. We believe that these various elements of compensation are a sufficient percentage of overall compensation to motivate executives to produce superior short- and long-term corporate results, while the fixed element is also sufficiently high that the executives are not encouraged to take unnecessary or excessive risks in doing so.

 

Our bonus program has been structured around the attainment of overall corporate goals for the past several years and we have seen no evidence that it encourages unnecessary or excessive risk taking.

 

Clawback Policy

 

The Board has the discretion to clawback any annual incentive or other performance-based compensation awards from executive officers and employees. This clawback applies when certain specified events occur. If the Board determines that compensation related to our financial performance would have been lower if it had been based on the restated financial performance results, the Board will, to the extent permitted by applicable law, seek recoupment from that executive officer or employee of any portion of such compensation as it deems appropriate after a review of all relevant facts and circumstances.

 

Director and Officer Derivative Trading Policy

 

Under our insider trading policy, our executive officers, directors and employees may not engage in derivative trading involving our Company’s securities.

 

Executive Compensation Tables

 

Summary Compensation Table

 

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to our principal executive officer who served as such during all of 2021 (Michael D. Farkas), our principal financial officer who served as such during all of 2021 (Michael P. Rama) and our three most highly compensated executive officers other than our principal executive officer who were serving as executive officers at the end of 2021 (Brendan S. Jones, Aviv Hillo and Harjinder Bhade).

 

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          Award Compensation  
Name and Principal Position   Year     Salary ($)     Bonus ($)    

Stock

Awards(6)

 ($)

   

Option Awards(6)

($)

    Non-Equity Incentive Plan Compensation ($)     Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)     All Other Compensation ($)     Total ($)  
Michael D. Farkas (1)     2021     $ 1,003,810     $ 1,281,000     $ 768,172     $ 14,431,369     $ -     $ -     $ 519,400     $ 18,003,751  
Chairman and     2020     $ 479,999     $ 120,000     $ 60,000     $ 180,000     $ -     $ -     $ 103,758     $ 943,757  
Chief Executive Officer     2019     $ 480,102     $ -     $ -     $ -     $ -     $ -     $ 68,336     $ 548,438  
                                                                         
Brendan S. Jones (2)     2021     $ 380,750     $ 109,192     $ 24,548     $ 3,629,530     $ -     $ -     $ 225,368     $ 4,369,388  
President and     2020     $ 256,417     $ 55,000     $ 72,746     $ -     $ -     $ -     $ 57,336     $ 441,499  
Chief Operating Officer     2019     $ -     $ -     $ -     $ -     $ -     $ -     $ -     $ -  
                                                                         
Michael P. Rama (3)     2021     $ 327,750     $ 36,000     $ 33,493     $ 100,480     $ -     $ -     $ 636,962     $ 1,134,685  
Chief Financial Officer     2020     $ 273,144     $ 100,000     $ 110,000     $ 298,911     $ -     $ -     $ 22,444     $ 804,499  
      2019     $ -     $ -     $ -     $ -     $ -     $ -     $ -     $ -  
                                                                         
Aviv Hillo (4)     2021     $ 327,750     $ 86,000     $ 37,500     $ 112,500     $ -     $ -     $ 45,189     $ 608,939  
General Counsel     2020     $ 268,959     $ 54,000     $ 27,000     $ 81,000     $ -     $ -     $ 43,626     $ 474,585  
      2019     $ 219,102     $ 22,443     $ -     $ 18,501     $ -     $ -     $ 39,704     $ 299,750  
                                                                         
Harjinder Bhade (5)     2021     $ 251,800     $ 1,000     $ -     $ -     $ -     $ -     $ 17,649     $ 270,449  
Chief Technology Officer     2020     $ -     $ -     $ -     $ -     $ -     $ -     $ -     $ -  
      2019     $ -     $ -     $ -     $ -     $ -     $ -     $ -     $ -  

 

 

(1) Michael D. Farkas serves as our Chairman and Chief Executive Officer and was appointed to these positions in January 2015 and October 2018 (and previously from 2010 to July 2015), respectively. On May 28, 2021, Mr. Farkas entered into a new employment agreement which included increases in cash and equity compensation, as well as one-time awards and payments in satisfaction of his 2020 bonuses of $1,280,000 (included in Bonus), restricted stock grant of 19,504 shares of common stock (included in Stock Awards), grant of 23,862 in stock options (included in Option Awards), and a salary catch-up since the expiration of his prior agreement in June 2020 of $294,575 (included in Salary). Mr. Farkas also received a special four-year performance option to purchase 475,285 shares of common stock at an exercise price of $37.40 per share, which will vest if the Company’s stock price on the NASDAQ exchange reaches and remains on average for a period of 20 consecutive market days at a closing price of $90 per share during the four-year term of the option. The performance option had a grant date fair value of $13,531,369, which was estimated using a third-party provider who utilized a Monte Carlo simulation model (included in Option Awards). Included in All Other Compensation for Mr. Farkas are (i) company-paid health insurance benefits of $21,006, $23,883 and $23,877 in 2021, 2020 and 2019, respectively, (ii) company-paid car lease and insurance expenses of $0, $40,947 and $44,459 in 2021, 2020 and 2019, respectively, and (iii) tax gross-up of $498,394 and $38,928 relating to the vesting of stock awards in 2021 and 2020, respectively.
   
(2) Mr. Jones has served as our President since February 2021 and Chief Operating Officer since April 2020. In connection with Mr. Jones’ appointment as President in February 2021, our Compensation Committee granted to Mr. Jones stock options to purchase 100,000 shares of our common stock at an exercise price of $38.39 per share, the closing price of our common stock on February 25, 2021. The stock options, which were granted under the terms of our 2018 Incentive Compensation Plan, are exercisable in three equal annual increments on the first, second and third anniversaries of the grant date. These stock options had a grant date fair value of $3,555,886 (included in Option Awards). Included in Bonus for Mr. Jones is a cash signing bonus of $55,000 in 2020 in accordance with his employment agreement. Included in All Other Compensation for Mr. Jones are (i) company-paid health insurance benefits of $35,297 and $14,183 in 2021 and 2020, respectively, (ii) tax gross-up of $190,071 relating to the vesting of stock awards in 2021 and (iii) reimbursement of relocation expenses pursuant to his employment agreement of $43,153 in 2020.
   
(3) Mr. Rama has served as our Chief Financial Officer since February 2020. Included in Bonus for Mr. Rama is a cash signing bonus of $50,000 in 2020 in accordance with his employment agreement. Included in All Other Compensation for Mr. Rama are (i) company-paid health insurance benefits of $35,298 and $22,444 in 2021 and 2020, respectively and (ii) tax gross-up of $601,664 relating to the vesting of stock awards in 2021.

 

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(4) Mr. Hillo has served as our General Counsel since April 2018. Included in All Other Compensation for Mr. Hillo are (i) company-paid health insurance benefits of $21,006, $21,039 and $32,424 in 2021, 2020 and 2019, respectively and (ii) tax gross-up of $24,183, $22,587 and $7,280 relating to the vesting of stock awards in 2021, 2020 and 2019, respectively.
   
(5) Mr. Bhade has served as our Chief Technology Officer since May 2021. Included in All Other Compensation for Mr. Bhade is company-paid health insurance benefits of $17,649 in 2021.
   
(6) Represents stock and option awards granted in 2021, 2020 and 2019 pursuant to our 2018 Plan (as defined in the section entitled “Executive Compensation Discussion – Director Compensation Discussion – Incentive Compensation Plans”). The aggregate grant date fair value of such awards was calculated in accordance with FASB ASC Topic 718. These amounts do not represent actual amounts paid or to be realized. Amounts shown are not necessarily indicative of values to be achieved, which may be more or less than the amounts shown as awards are subject to time-based vesting. The assumptions used in calculating these amounts are discussed in Note 12 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K.

 

Grant of Plan-Based Awards

 

The following table sets forth information concerning grants of plan-based awards made by us during the year ended December 31, 2021, to each of the NEOs.

 

          Estimated Future Payouts Under Equity Incentive Plan Awards     Estimated Future Payouts Under Equity Incentive Plan Awards                          
Name   Grant Date     Threshold ($)     Target ($)     Maximum ($)     Threshold (#)     Target (#)     Maximum (#)     All Other Stock Awards: Number of Shares of Stock or Units (#)    

All Other Option Awards: Number of Securities Underlying Options

(#)

    Exercise or Base Price of Options Awards ($/sh)    

Grant Date Fair Value of Stock and Option Awards

($)

 
Michael D. Farkas(1)     04/12/21     $ -     $ -     $ -       -       -       -       -       23,928     $ 44.90     $ 900,000  
      04/12/21     $ -     $ -     $ -       -       -       -       7,349       -     $ 40.82     $ 300,000  
      05/28/21     $ -     $ -     $ -       -       -       -       -       475,285     $ 37.40     $ 13,531,369  
Brendan S. Jones     02/25/21     $ -     $ -     $ -       -       -       -       -       100,000     $ 38.39     $ 3,555,885  
      04/12/21     $ -     $ -     $ -       -       -       -       -       1,945     $ 40.82     $ 73,644  
      04/12/21     $ -     $ -     $ -       -       -       -       601       -     $ 40.82     $ 24,548  
Michael P. Rama     04/12/21     $ -     $ -     $ -       -       -       -       -       2,654     $ 40.82     $ 100,480  
      04/12/21     $ -     $ -     $ -       -       -       -       821       -     $ 40.82     $ 33,493  
Aviv Hillo     04/12/21     $ -     $ -     $ -       -       -       -       -       2,972     $ 40.82     $ 112,500  
      04/12/21     $ -     $ -     $ -       -       -       -       919       -     $ 40.82     $ 37,500  
Harjinder Bhade     -     $ -     $ -     $ -       -       -       -       -       -       -       -  

 

 

(1) On May 28, 2021, Mr. Farkas entered into a new employment agreement which included a special four-year performance option to purchase 475,285 shares of common stock at an exercise price of $37.40 per share, which will vest if the Company’s stock price on the NASDAQ exchange reaches and remains on average for a period of 20 consecutive market days at a closing price of $90 per share during the four-year term of the option.

 

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Outstanding Equity Awards at Fiscal Year-End

 

The following table provides information on outstanding equity awards as of December 31, 2021 to the NEOs:

 

        Option Awards   Stock Awards  
Name   Grant Date   Number of Securities Underlying Unexercised Options (#) Exercisable     Number of Securities Underlying Unexercised Options (#) Unexercisable     Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
   

Option

Exercise

Price

($)

   

Option

Expiration Date

    Number of Shares or Units of Stock That Have Not Vested (#)    

Market

Value of

Shares

or Units of Stock

That

Have

Not

Vested

($)

    Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($)  
                                                                             
Michael D. Farkas   12/13/2018     -       -       200     $ 2.53        12/13/23       -     $ -       -     $ -  
Michael D. Farkas   12/13/2018     -       -       100     $ 2.63        12/13/23       -     $ -       -     $ -  
Michael D. Farkas   12/31/2018     -       -       100     $ 2.17        12/13/23       -     $ -       -     $ -  
Michael D. Farkas   12/31/2018     -       -       100     $ 2.50        12/13/23       -     $ -       -     $ -  
Michael D. Farkas   12/31/2018     -       -       15,000     $ 5.25        12/13/23       -     $ -       -     $ -  
Michael D. Farkas   12/31/2018     -       -       7,000     $ 30.00        12/13/23       -     $ -       -     $ -  
Michael D. Farkas   12/31/2018     -       -       8,240     $ 37.50        12/13/23       -     $ -       -     $ -  
Michael D. Farkas   12/31/2018     -       -       100     $ 6.00        12/13/23       -     $ -       -     $ -  
Michael D. Farkas   12/31/2018     -       -       100     $ 3.52        12/13/23       -     $ -       -     $ -  
Michael D. Farkas   04/16/2019     -       -       100     $ 3.30        04/16/24       -     $ -       -     $ -  
Michael D. Farkas   05/14/2019     -       -       4,200     $ 3.06        05/14/24       -     $ -       -     $ -  
Michael D. Farkas   06/06/2019     -       -       100     $ 2.55        06/06/24       -     $ -       -     $ -  
Michael D. Farkas   08/21/2019     -       -       100     $ 2.99        08/21/24       -     $ -       -     $ -  
Michael D. Farkas   10/21/2019     -       -       100     $ 2.61        10/21/24       -     $ -       -     $ -  
Michael D. Farkas   12/17/2019     -       -       100     $ 2.33        12/17/24       -     $ -       -     $ -  
Michael D. Farkas   03/09/2020     -       -       100     $ 2.51        03/09/25       -     $ -       -     $ -  
Michael D. Farkas   04/20/2020     -       -       37,543     $ 2.01        04/20/26       -     $ -       -     $ -  
Michael D. Farkas   04/20/2020     -       -       36,916     $ 2.01        04/20/27       -     $ -       -     $ -  
Michael D. Farkas   04/20/2020     -       -       36,916     $ 2.01        04/20/27       -     $ -       -     $ -  
Michael D. Farkas   04/20/2020     -       -       36,372     $ 2.01        04/20/28       -     $ -       -     $ -  
Michael D. Farkas   04/20/2020     -       -       36,372     $ 2.01        04/20/28       -     $ -       -     $ -  
Michael D. Farkas   04/29/2020     -       -       100     $ 1.89        04/29/25       -     $ -       -     $ -  
Michael D. Farkas   06/17/2020     -       -       100     $ 2.66        06/17/25       -     $ -       -     $ -  
Michael D. Farkas   12/04/2020     -       -       100     $ 25.59        12/04/25       -     $ -       -     $ -  
Michael D. Farkas   12/07/2020     -       -       100     $ 26.41        12/07/25       -     $ -       -     $ -  
Michael D. Farkas   12/11/2020     -       -       100     $ 31.13        12/11/25       -     $ -       -     $ -  
Michael D. Farkas   02/10/2021     -       -       100     $ 59.22        02/10/26       -     $ -       -     $ -  
Michael D. Farkas   02/12/2021     -       -       100     $ 56.27        02/12/26       -     $ -       -     $ -  
Michael D. Farkas   02/23/2021     -       -       400     $ 42.67        02/23/26       -     $ -       -     $ -  
Michael D. Farkas   03/29/2021     -       -       100     $ 38.45        03/29/26       -     $ -       -     $ -  
Michael D. Farkas   03/31/2021     -       -       100     $ 45.21        03/31/26       -     $ -       -     $ -  
Michael D. Farkas   04/12/2021     -       -       7,976     $ 44.90        04/11/27       -     $ -       -     $ -  
Michael D. Farkas   04/12/2021     -       -       7,976     $ 44.90        04/11/28       -     $ -       -     $ -  
Michael D. Farkas   04/12/2021     -       -       7,976     $ 44.90        04/11/29       -     $ -       -     $ -  
Michael D. Farkas   05/28/2021     -       -       475,285     $ 37.40        05/28/25       -     $ -       -     $ -  
Brendan S. Jones   02/25/2021     -       -       33,333     $ 38.39        02/25/27       -     $ -       -     $ -  
Brendan S. Jones   02/25/2021     -       -       33,333     $ 38.39        02/25/28       -     $ -       -     $ -  
Brendan S. Jones   02/25/2021     -       -       33,334     $ 38.39        02/25/29       -     $ -       -     $ -  
Brendan S. Jones   04/12/2021     -       -       648     $ 40.82        04/11/27       -     $ -       -     $ -  
Brendan S. Jones   04/12/2021     -       -       648     $ 40.82        04/11/28       -     $ -       -     $ -  
Brendan S. Jones   04/12/2021     -       -       648     $ 40.82        04/11/29       -     $ -       -     $ -  
Michael P. Rama   06/05/2020     -       -       50,000     $ 2.20        02/07/26       -     $ -       -     $ -  
Michael P. Rama   06/05/2020     -       -       50,000     $ 2.20        02/07/27       -     $ -       -     $ -  
Michael P. Rama   06/05/2020     -       -       50,000     $ 2.20        02/07/28       -     $ -       -     $ -  
Michael P. Rama(2)   06/05/2020     -       -       -     $ -       -       -     $ -       33,334     $ 883,684  
Michael P. Rama   04/12/2021     -       -       885     $ 40.82        04/11/27       -     $ -       -     $ -  
Michael P. Rama   04/12/2021     -       -       885     $ 40.82        04/11/28       -     $ -       -     $ -  
Michael P. Rama   04/12/2021     -       -       884     $ 40.82        04/11/29       -     $ -       -     $ -  
Aviv Hillo   03/31/2019     -       -       3,879     $ 3.13        03/31/27       -     $ -       -     $ -  
Aviv Hillo   04/20/2020     -       -       16,517     $ 1.83        04/20/27       -     $ -       -     $ -  
Aviv Hillo   04/20/2020     -       -       16,286     $ 1.83        04/20/28       -     $ -       -     $ -  
Aviv Hillo   04/12/2021     -       -       990     $ 40.82        04/11/27       -     $ -       -     $ -  
Aviv Hillo   04/12/2021     -       -       991     $ 40.82        04/11/28       -     $ -       -     $ -  
Aviv Hillo   04/12/2021     -       -       991     $ 40.82        04/11/29       -     $ -       -     $ -  

 

 

(1) Calculated by multiplying the number of shares of common stock by $26.51, which is the quoted market price per share of our common stock as of December 31, 2021.
(2) These shares vest in two equal annual increments on February 7, 2022 and 2023, subject to immediate vesting upon an event constituting a change of control of the Company.

 

20

 

 

Option Exercises and Stock Vested During 2021

 

The following table sets forth information concerning the option exercises and stock awards vested of each of the NEOs during the year ended December 31, 2021:

 

    Option Awards     Stock Awards  
    Number of Shares Acquired on Exercise     Value Realized on Exercise     Number of Shares Acquired On Vesting     Value Realized on Vesting  
Name   (#)     ($)     (#)     ($)  
Michael D. Farkas     -     $ -       19,503     $ 768,172  
Brendan S. Jones     -     $ -       8,440     $ 292,955  
Michael P. Rama     -     $ -       17,487     $ 922,624  
Aviv Hillo (1)     20,661     $ 753,629       919     $ 37,500  
Harjinder Bhade     -     $ -       -     $ -  

 

 

(1) 1,144 shares of common stock were deducted from the 20,661 shares of common stock issuable to pay for the cashless exercise of such options at the volume-weighted average price on the exercise date.

 

Pension Benefits

 

The Company has not adopted a pension plan and does not provide pension benefits to NEOs.

 

Non-Qualified Deferred Compensation

 

The Company has not adopted a non-qualified deferred compensation plan and does not provide non-qualified deferred compensation to NEOs.

 

Employment and Management Contracts, Termination of Employment and Change-in-Control Agreements

 

Michael D. Farkas Employment Agreement

 

On May 28, 2021, we entered into a new employment agreement with Michael D. Farkas, our Executive Chairman and Chief Executive Officer, pursuant to which Mr. Farkas will continue to serve as our Executive Chairman and Chief Executive Officer. The term of the employment agreement is January 1, 2021 through December 31, 2023. Mr. Farkas will continue to devote his full-time business efforts, attention, energy and skill to the performance of his employment towards furthering the interests of our company and its affiliates.

 

21

 

 

Under the employment agreement, Mr. Farkas received a base salary of $800,000 for 2021 and will receive a base salary of $850,000 and $900,000 for 2022 and 2023, respectively. Mr. Farkas is eligible to receive an annual performance bonus (payable in cash and securities), with a target bonus of 100% of his base salary, with Mr. Farkas eligible to receive up to 200% of his base salary based on the achievement of key performance indicators established by the Board of Directors and Mr. Farkas. Mr. Farkas is eligible to receive equity awards (one-half in restricted stock and one-half in stock options) with a target aggregate value of $1,000,000, with the actual amount determined by the achievement of the key performance indicators during each year of the employment term. Mr. Farkas also received a special performance option exercisable into 475,285 shares, which will vest if our stock price on the NASDAQ exchange reaches and remains on average for a period of 20 consecutive market days at a closing price of $90 per share during the four-year term of the option. Additionally, Mr. Farkas received one-time awards and payments in satisfaction of his 2020 bonuses, equity awards, and a salary catch-up since the expiration of his prior agreement in June 2020.

 

The employment agreement provides that, if Mr. Farkas is terminated without cause, resigns for good reason, dies or becomes disabled during the term of employment, he will receive his base salary for the remainder of the employment term and payment of 2.6 times his target performance bonus/equity awards and base salary. In the event of a termination without cause or resignation for good reason within nine months prior to or 18 months following a change in control, the multiple in the previous sentence will be 3.5 times.

 

The employment agreement also contains covenants (a) restricting Mr. Farkas from engaging in any activities competitive with our business during the term of employment and one year thereafter, (b) prohibiting Mr. Farkas from disclosure of confidential information regarding our company at any time, and (c) confirming that all intellectual property developed by Mr. Farkas which specifically relates to the EV charging business constitutes our sole and exclusive property.

 

The employment agreement provides that a commission sales agreement entered into on November 17, 2009 between an entity controlled by Mr. Farkas and a predecessor of our company will remain suspended and no payments will be due thereunder for as long as Mr. Farkas is a full-time employee of our company and is paid a monthly salary of at least $30,000. Finally, we and Mr. Farkas agreed to resolve a dispute over Mr. Farkas’ transfer of 260,000 shares of our common stock to a prior institutional investor through a settlement agreement and payment of $1,000,000 to Mr. Farkas by us.

 

Brendan S. Jones Employment Agreement

 

On December 27, 2021, we entered into a new employment agreement with Brendan S. Jones, our President and Chief Operating Officer, superseding his prior employment offer letter, dated as of March 29, 2020. The term of his new employment agreement started on January 1, 2022 and extends until March 31, 2025. Pursuant to the employment agreement, Mr. Jones agreed to devote his full business efforts and time to our company. The employment agreement provides that Mr. Jones will receive an annual base salary of $475,000, payable on our regular scheduled payday. Mr. Jones will be eligible for an annual performance cash bonus of up to 60% of his annual base salary based on meeting pre-determined periodic key performance indicators every year set by the mutual agreement of our Board’s Compensation Committee and Mr. Jones. Mr. Jones will also be eligible to receive aggregate annual equity awards under our incentive compensation plan equal to 50% of his annual base salary. Such awards will be split in equal amounts in the form of restricted common stock and stock options. The restricted common stock will vest on the first anniversary of its grant date and the stock options will vest in equal one-third increments on each anniversary of the grant date, in each instance subject to satisfying key performance indicators and other performance criteria and his continued employment with us on the applicable vesting date. Mr. Jones is entitled to a monthly electric vehicle and auto insurance allowance of up to $1,500 per month, and other employee benefits in accordance with our policies.

 

If Mr. Jones’ employment is terminated by us other than for Cause (which includes willful material misconduct and willful failure to materially perform his responsibilities to our company), he is entitled to receive severance equal to the number of months of his actual employment under the new employment agreement prior to the termination capped at a maximum payment of 12 months of his base salary.

 

22

 

 

If we undergo a “change in control” (which generally means a merger or acquisition of our company as a result of which the acquirer obtains more than 50% of our total voting power), Mr. Jones will receive a severance payment equal to 2.99 times his annual base salary if (i) he loses his position as our President (excluding elevation to a more senior position), (ii) his position is diminished via a restructuring, (iii) his title is changed to a lesser role, (iv) his responsibility is significantly reduced, (v) his compensation is materially decreased, or (vi) he is terminated without Cause during the merger/acquisition process or within one year after the closing of the transaction. Additionally, all restricted common stock and stock options held by Mr. Jones will immediately vest upon a change in control.

 

As part of his new employment agreement, Mr. Jones entered into our standard Employee Confidentiality and Assignment of Inventions Agreement prohibiting Mr. Jones from disclosure of confidential and/or proprietary information relating to the operations, products and services of our company and our clients and acknowledging that all intellectual property developed by Mr. Jones relating to our business constitutes our exclusive property. Mr. Jones further agreed that during his employment with our company he will not engage in, or have any direct or indirect interest in, any person, firm, corporation or business (whether as an employee, officer, director, agent, security holder, creditor, consultant, partner or otherwise) that is competitive with the business of our company, including, without limitation, planning, developing, installing, marketing, selling, leasing and providing services relating to electric vehicle charging stations.

 

Michael P. Rama Employment Agreement

 

On May 19, 2022, we entered into a new employment agreement with Michael P. Rama, our Chief Financial Officer, renewing his prior employment offer letter, dated as of February 7, 2020. The term of his new employment agreement started on January 1, 2022 and extends until March 31, 2025. Pursuant to the employment agreement, Mr. Rama agreed to devote his full business efforts and time to our company. The employment agreement provides that Mr. Rama will receive an initial annual base salary of $390,000, payable on our regular scheduled payday. Mr. Rama will be eligible for an annual performance cash bonus of up to 50% of his annual base salary based on meeting pre-determined periodic key performance indicators every year set by the mutual agreement of our Board’s Compensation Committee and Mr. Rama. Mr. Rama will also be eligible to receive aggregate annual equity awards under our incentive compensation plan equal to 50% of his annual base salary. Such awards will be comprised of restricted common stock. 50% of the restricted common stock granted will vest immediately on the grant date, and the remaining 50% will vest in equal one-third increments on each anniversary of the grant date, in each instance subject to satisfying key performance indicators and other performance criteria and his continued employment with us on the applicable vesting date. Mr. Rama is entitled to a monthly electric vehicle and auto insurance allowance of up to $1,500 per month, and other employee benefits in accordance with our policies.

 

If Mr. Rama’s employment is terminated by us other than for Cause (which includes willful material misconduct and willful failure to materially perform his responsibilities to our company), he is entitled to receive severance equal to the number of months of his actual employment under the new employment agreement prior to the termination capped at a maximum payment of 12 months of his base salary.

 

If we undergo a “change in control” (which generally means a merger or acquisition of our company as a result of which the acquirer obtains more than 50% of our total voting power), Mr. Rama will receive a severance payment equal to 2.99 times his annual base salary if (i) he loses his position as our Chief Financial Officer (excluding elevation to a more senior position), (ii) his title is changed to a lesser role, (iii) his compensation is materially decreased, or (iv) he is terminated without Cause during the merger/acquisition process or within one year after the closing of such transaction. Additionally, all restricted common stock and stock options held by Mr. Rama will immediately vest upon a change in control.

 

23

 

 

Aviv Hillo Employment Agreement

 

On May 19, 2022, we entered into a new employment agreement with Aviv Hillo, our General Counsel, renewing his prior employment offer letter, dated as of June 18, 2018, which had been renewed on September 25, 2020. The term of his new employment agreement will start on June 1, 2022 and extends until May 31, 2025. Pursuant to the employment agreement, Mr. Hillo agreed to devote his full business efforts and time to our company. The employment agreement provides that Mr. Hillo will receive an initial annual base salary of $390,000, payable on our regular scheduled payday. Mr. Hillo will be eligible for an annual performance cash bonus of up to 50% of his annual base salary based on meeting pre-determined periodic key performance indicators every year set by the mutual agreement of our Board’s Compensation Committee and Mr. Hillo. Mr. Hillo will also be eligible to receive aggregate annual equity awards under our incentive compensation plan equal to 50% of his annual base salary. Such awards will be comprised of restricted common stock. 50% of the restricted common stock granted will vest immediately on the grant date, and the remaining 50% will vest in equal one-third increments on each anniversary of the grant date, in each instance subject to satisfying key performance indicators and other performance criteria and his continued employment with us on the applicable vesting date. As a signing bonus, Mr. Hillo received stock options to purchase 37,324 shares of common stock at $15.70 per share, which will vest in equal one-third increments on each anniversary of the grant date. Mr. Hillo is entitled to a monthly electric vehicle and auto insurance allowance of up to $1,500 per month, and other employee benefits in accordance with our policies.

 

If Mr. Hillo’s employment is terminated by us other than for Cause (which includes willful material misconduct and willful failure to materially perform his responsibilities to our company), he is entitled to receive severance equal to the number of months of his actual employment under the new employment agreement prior to the termination capped at a maximum payment of 12 months of his base salary.

 

If we undergo a “change in control” (which generally means a merger or acquisition of our company as a result of which the acquirer obtains more than 50% of our total voting power), Mr. Hillo will receive a severance payment equal to 2.99 times his annual base salary if (i) he loses his position as our General Counsel (excluding elevation to a more senior position), (ii) his title is changed to a lesser role, (iii) his compensation is materially decreased, or (iv) he is terminated without Cause during the merger/acquisition process or within one year after the closing of the transaction. Additionally, all restricted common stock and stock options held by Mr. Hillo will immediately vest upon a change in control.

 

Harjinder Bhade Employment Agreement

 

On April 20, 2021, we entered into an employment offer letter with Harjinder Bhade to serve as our Chief Technology Officer. The term of his employment letter extends until May 3, 2023, and is automatically renewable for an additional one-year period. Pursuant to the employment letter, Mr. Bhade agreed to devote his full business efforts and time to our company. The employment letter provides that Mr. Bhade will receive an annual base salary of $400,000, payable on our regular scheduled payday. Mr. Bhade will be eligible for an annual performance bonus of up to 50% of his annual base salary based on meeting pre-established periodic key performance indicators every year set by the mutual agreement of our Board’s Compensation Committee and Mr. Bhade. Mr. Bhade will also be eligible to receive aggregate annual equity awards under our incentive compensation plan equal to 50% of his annual base salary. Such awards will be allocated in 25% and 75% amounts in the form of restricted common stock and stock options, respectively. The restricted common stock will vest on the first anniversary of its grant date (with a cash payment upon vesting to cover expected ordinary income tax charges) and the stock options will vest in equal one-third increments on each anniversary of the grant date, in each instance subject to satisfying key performance indicators and other performance criteria and his continued employment with us on the applicable vesting date.

 

Mr. Bhade will also be eligible for additional awards during the first two years of his employment valued at up to $5.5 million, payable through a stock issuance, option grant or in cash, upon substantial completion and achievement of individual key performance indicators that include network development, new products, energy storage and other technology solutions. All of the above bonus and equity grants are subject to our “clawback” policy. Mr. Bhade is entitled to a monthly electric or plug-in hybrid vehicle allowance of up to $300 per month, and other employee benefits in accordance with our policies.

 

24

 

 

If Mr. Bhade’s employment is terminated by us other than for Cause (which includes willful material misconduct, willful failure to materially perform his job duties to our company and material violation of our company’s code of conduct and policies), he is entitled to receive severance equal to the number of months of his actual employment under the new employment agreement prior to the termination capped at a maximum payment of 12 months of his base salary and accelerated vesting of his annual equity award for up to 12 months. If there is a buy-out or a “change of control,” Mr. Bhade will also be entitled to obtain his base salary for a period of 12 months as a severance payment and, if Mr. Bhade is terminated without Cause, the balance of the additional $5.5 million in awards, any unvested equity awards and his annual performance bonus will immediately vest and be paid upon execution of a release and waiver agreement with the company.

 

As part of his employment letter, Mr. Bhade entered into our standard Employee Confidentiality and Assignment of Inventions Agreement prohibiting Mr. Bhade from disclosure of confidential and/or proprietary information relating to the operations, products and services of our company and our clients and acknowledging that all intellectual property developed by Mr. Bhade relating to our business constitutes our exclusive property. Mr. Bhade further agreed that during his employment with our company he will not engage in, or have any direct or indirect interest in, any person, firm, corporation or business (whether as an employee, officer, director, agent, security holder, creditor, consultant, partner or otherwise) that is competitive with the business of our company, including, without limitation, planning, developing, installing, marketing, selling, leasing and providing services relating to electric vehicle charging stations.

 

Director Compensation Discussion

 

Compensation of Directors

 

The following table provides information for 2021 regarding all compensation awarded to, earned by or paid to each person who served as a director for all or some portion of 2021:

 

Name  

Fees Earned or Paid in Cash

($)

   

Stock

Awards(1)

($)

    Option/Warrants
Awards
($)
    Non-Equity Incentive Plan Compensation ($)     Change in Pension Value and Nonqualified Deferred Compensation Earnings    

All

Other

Compensation (2)

    Total  
Louis R. Buffalino   $ 84,644     $ 50,000     $ -     $ -       -     $ 34,397     $ 169,041  
                                                         
Jack Levine   $ 123,000     $ 65,000     $ -     $ -       -     $ 44,727     $ 232,727  
                                                         
Kenneth R. Marks   $ 82,856     $ 50,000     $ -     $ -       -     $ 34,397     $ 167,253  
                                                         
Ritsaart J.M. van Montfrans   $ 76,788     $ 50,000     $ -     $ -       -     $ 57,408     $ 184,196  
                                                         
Donald Engel(3)   $ 174,999     $ -     $ -     $ -       -     $ -     $ 174,999  
                                                         
Carmen M. Perez-Carlton   $ 37,003     $ 50,000     $ -     $ -       -     $ 4,701     $ 91,704  
                                                         
Total   $ 579,290     $ 265,000     $ -     $ -     $ -     $ 175,630     $ 1,019,920  

 

25

 

 

 

(1) Mr. Levine was awarded 1,952 shares of restricted stock and Messrs. Buffalino, Marks, van Montfrans and Ms. Perez-Carlton were each awarded 1,502 shares of restricted stock. These awards were granted on September 2, 2021 pursuant to the 2017 Board Plan (as defined in the section entitled “Executive Compensation Discussion – Director Compensation Discussion – Agreements Regarding Board Service”) with respect to service as a director during the 2022 fiscal year. The shares vest on the earlier of (a) September 2, 2022 or (b) the date preceding the next annual meeting of the stockholders of the company.
   
(2) Reflects gross-up tax payments related to the vesting of 1,778 (Mr. Buffalino), 2,312 (Mr. Levine), 1,778 (Mr. Marks), 1,778 (Mr. van Montfrans) and 243 (Ms. Perez-Carlton) shares of restricted stock awarded pursuant to the 2017 Board Plan as a result of the vesting on September 2, 2021 of the annual award to our non-employee directors granted on November 20, 2020 for Messrs. Buffalino, Levine, Marks and van Montfrans and on July 20, 2021 for Ms. Perez-Carlton.
   
(3) Mr. Engel received compensation pursuant to the terms of his employment agreement. Mr. Engel served as a director of the Company until September 2, 2021.

 

Agreements Regarding Board Service

 

In December 2017, the Board approved a Board compensation plan (the “2017 Board Plan”). The 2017 Board Plan applied to the entire Board from November 1, 2017 through February 16, 2018. Since that date, the 2017 Board Plan only applies to the non-employee members of the Board. The employee members of the Board are no longer paid separate compensation for serving on the Board. The 2017 Board Plan superseded all prior compensation arrangements with the Board members.

 

Pursuant to the 2017 Board Plan, each non-employee member of the Board receives an annual cash retainer of $60,000. The lead independent director of the Board (currently, Mr. Levine) receives a supplemental annual cash retainer in the amount of $30,000. Each non-employee member of the Board that serves in a chairperson role or as a member of a committee receives a supplemental annual cash retainer in an amount equal to the corresponding role: (i) Chair of the Audit Committee - $15,000; Member of the Audit Committee - $7,500; (ii) Chair of the Compensation Committee - $10,000; Member of the Compensation Committee - $5,000; and (iii) Chair of the Nominating and Corporate Governance Committee - $10,000; Member of the Nominating and Corporate Governance Committee - $5,000. Each non-employee member of the Board receives $1,500 for each in-person Board meeting and $500 for each telephone Board meeting. The annual and supplemental cash retainers are payable quarterly during the last month of each quarter. We also reimburse our non-employee directors for reasonable travel and other expenses incurred in connection with attending Board and company meetings or events.

 

In addition, each year on the date of the annual meeting of stockholders, each non-employee director will receive an annual award for the number of shares of our common stock that have a market value of $50,000 based on the closing price of the common stock on the last business day preceding the grant date. The lead independent director will receive an additional annual award for the number of shares of our common stock that have a market value of $15,000. The stock award will fully vest the sooner of (i) 12 months from the grant or (ii) one day before the following year’s annual meeting. All stock awards will include a cash payment upon vesting to cover expected ordinary income tax charges and will be calculated at the highest individual personal income tax rate.

 

Retirement and Savings Plan – 401(k)

 

We maintain a tax qualified retirement plan (the “401(k) Plan”) that provides eligible employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees may participate in the 401(k) Plan on the entry date coincident with or following the date they meet the 401(k) Plan’s age and service eligibility requirements. The entry date is either January 1 or July 1. In order to meet the age and service eligibility requirements, otherwise eligible employees must be age 21 or older and complete three consecutive months of employment. Participants are able to defer up to 100% of their eligible compensation subject to applicable annual Code limits. All participants’ interest in their deferrals are 100% vested when contributed. Currently, the 401(k) Plan does not provide for any matching contributions on employee deferrals.

 

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Incentive Compensation Plans

 

In July 2018, our Board adopted the Blink Charging Co. 2018 Incentive Compensation Plan (the “2018 Plan”). The holders of a majority of our shares of common stock approved the 2018 Plan at our stockholders meeting held on September 7, 2018. The 2018 Plan enables us to grant stock options, restricted stock, dividend equivalents, stock payments, deferred stock, restricted stock units, stock appreciation rights, performance share awards, and other incentive awards to employees, directors, consultants and advisors, and to improve our ability to attract, retain and motivate individuals upon whom our sustained growth and financial success depend, by providing such persons with an opportunity to acquire or increase their proprietary interest in us. Stock options granted under the 2018 Plan may be non-qualified stock options or incentive stock options, within the meaning of Section 422(b) of the Code, except that stock options granted to outside directors and any consultants or advisers providing services to us or an affiliate shall in all cases be non-qualified stock options. The option price must be at least 100% of the fair market value on the date of grant and if, issued to a 10% or greater stockholder, must be at least 110% of the fair market value on the date of the grant.

 

The 2018 Plan is administered by the Compensation Committee of the Board, which has discretion over the awards and grants thereunder. The aggregate maximum number of shares of common stock for which stock options or awards may be granted pursuant to the 2018 Plan is 5,000,000, as adjusted. No awards may be issued on or after September 7, 2028.

 

As of December 31, 2021, stock options to purchase an aggregate of 983,505 shares of common stock and 1,244,732 restricted shares of our common stock were outstanding and initially issued to employees and consultants under the 2018 Plan, including the grants described below to our executive officers, directors and consultants.

 

Pay Ratio Disclosure

 

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is providing the following information about the relationship between the annual total compensation of the Company’s employees and the annual total compensation of the Chief Executive Officer. The CEO pay ratio figures below are a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act.

 

On December 31, 2021, we had 198 employees (full-time and part-time).

 

We determined the total annual compensation for our employees for the year ended December 31, 2021 using data from our payroll records for the month of December 2021, which we then extrapolated for the full year of 2021. The components of total annual compensation for our employees are the same as those used to determine the total compensation of our NEOs for the purposes of the Summary Compensation Table. We did not make any full-time equivalent adjustments for part-time employees. The results were then ranked, excluding the Chief Executive Officer, from lowest to highest, and the median employee was identified. We then compared the total annual compensation of the median employee to that of the Chief Executive Officer. The total annual compensation of the median employee for the year ended December 31, 2021 was $77,740. For the year ended December 31, 2021, the ratio of our Chief Executive Officer’s total annual compensation to that of our median employee was approximately 232:1 which includes the performance option which had a grant date fair value of $13,531,369. Excluding this performance option, the ratio was approximately 58:1.

 

The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s total annual compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

 

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Compensation Committee Interlocks and Insider Participation

 

No member of the Compensation Committee was an officer or employee of the Company or any subsidiary of the Company during the fiscal year ended December 31, 2021. No member of the Compensation Committee was a member of the compensation committee of another entity during the fiscal year ended December 31, 2021. None of our executive officers was a director or a member of the Compensation Committee of another entity during the fiscal year ended December 31, 2021. There were no transactions between any member of the Compensation Committee and the Company during the fiscal year ended December 31, 2021 requiring disclosure pursuant to Item 404 of Regulation S-K promulgated under the Exchange Act.

 

Ownership of Equity Securities of the Company

 

Security Ownership of Certain Beneficial Owners and Management

 

The following table sets forth certain information regarding our shares of common stock beneficially owned as of May 18, 2022, for (i) each stockholder known to be the beneficial owner of five percent (5%) or more of our outstanding shares of common stock, (ii) each NEO and director, and (iii) all executive officers and directors as a group. A person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days after such date upon the exercise of stock options, warrants or convertible securities. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.

 

For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days after May 18, 2022. For purposes of computing the percentage of outstanding shares of common stock held by each person or group of persons, any shares that such person or persons has the right to acquire within 60 days after May 18, 2022 is deemed to be outstanding but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

 

Name of Beneficial Owner(1)   Number     Percent(2)  
             
Michael D. Farkas     6,685,274 (3)     15.6 %
                 
Brendan S. Jones     50,052 (4)     *  
                 
Michael P. Rama     159,973 (5)     *  
                 
Aviv Hillo     122,794 (6)     *  
                 
Harjinder Bhade     6,775       *  
                 
Louis R. Buffalino     26,699       *  
                 
Jack Levine     104,996       *  
                 
Kenneth R. Marks     38,399       *  
                 
Ritsaart J.M. van Montfrans     26,699       *  
                 
Carmen M. Perez-Carlton     1,745       *  
                 
BlackRock, Inc.     2,469,783 (7)     5.8 %
                 
All directors and executive officers as a group (10 persons)     7,223,406 (8)     16.9 %

 

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* Less than 1% of the outstanding shares.

 

(1) Each person maintains a mailing address at c/o Blink Charging Co., 605 Lincoln Road, 5th Floor, Miami Beach, Florida 33139.
   
(2) Applicable percentage ownership is based on 42,741,387 shares of common stock outstanding as of May 18, 2022.
   
(3) Represents (i) 1,218,548 shares of common stock owned directly, (ii) 4,097,616 shares of common stock held by Farkas Group Inc., of which Mr. Farkas is the President and has voting and investment power with respect to such shares, (iii) 81,441 shares of common stock held by Balance Group LLC, of which Mr. Farkas is the managing member and has voting and investment power with respect to such shares, (iv) 7,200 shares of common stock held by the Michael D. Farkas Charitable Foundation, of which Mr. Farkas is the trustee and has voting and investment power with respect to such shares, (v) 80 shares of common stock held by Farkas Family Irrevocable Trust, of which Mr. Farkas is the trustee and has voting and investment power with respect to such shares, (vi) 15,000 shares of common stock held by Mr. Farkas’ minor children, (vii) 119,475 shares of common stock issuable upon the exercise of stock options, and (viii) 1,145,914 shares of common stock issuable upon the exercise of warrants. For purposes of voting, on an actual basis, Mr. Farkas owns 12.7% of the outstanding shares.

 

Additionally, Mr. Farkas has a less than 5% ownership interest in Ardour Capital Investments LLC and Ardour Capital Partners LLC, which, to the Company’s knowledge, own 42,771 shares and 14,117 shares of common stock, respectively. Mr. Farkas has no voting or investment power with respect to the shares of common stock held by the Ardour Capital entities, and their ownership interests are not included in the shares of common stock beneficially owned by Mr. Farkas.

 

Excludes a special performance option exercisable into 475,285 shares, which will vest if our stock price on the NASDAQ exchange reaches and remains on average for a period of 20 consecutive market days at a closing price of $90 per share during the four-year term of the option, as described in the section entitled “Executive Compensation Discussion – Executive Compensation Tables – Employment and Management Contracts, Termination of Employment and Change in Control Agreements – Michael D. Farkas Employment Agreement.”

 

(4) Includes 33,981 shares of common stock issuable upon the exercise of stock options.
   
(5) Includes 100,885 shares of common stock issuable upon the exercise of stock options.
   
(6) Includes 21,386 shares of common stock issuable upon the exercise of stock options.
   
(7) Based solely on the Schedule 13G filed on February 4, 2022 by BlackRock, Inc. The address for BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.
   
(8) Includes currently exercisable stock options and warrants to purchase an aggregate of 1,410,297 shares of common stock.

 

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PROPOSAL 1

 

ELECTION OF DIRECTORS

 

Our Board has nominated each of the six individuals identified below to stand for election at the Annual Meeting, all of whom are currently directors of our company.

 

The Board nominees, committee involvement and certain other relevant information is set forth below:

 

Director   Age     Director Since     Audit Committee  

Compensation

Committee

 

Nominating

&

Corporate Governance Committee

 

Environmental,

Social and Governance Committee

Michael D. Farkas     50       2010                  
                                 
Brendan S. Jones     58       2021                  
                                 
Louis R. Buffalino     66       2019         X   X (Chair)   X
                                 
Jack Levine     71       2019     X (Chair)   X   X    
                                 
Kenneth R. Marks     76       2020     X           X
                                 
Ritsaart J.M. van Montfrans     50       2019     X   X (Chair)        

 

Pursuant to our Bylaws, only our Board will be able to fill any vacancies on the Board until the next succeeding Annual Meeting of Stockholders. Each director’s term continues until the election and qualification of such director’s successor, or such director’s earlier death, resignation or removal. Between successive annual meetings, the Board has the power to appoint one or more additional directors, but not more than half the number of directors fixed at the last stockholder meeting at which directors were elected.

 

With respect to Proposal 1, you may vote FOR all nominees, WITHHOLD your vote as to all nominees, or FOR all nominees except those specific nominees from whom you WITHHOLD your vote. The nominees receiving the most FOR votes will be elected. A properly executed proxy marked WITHHOLD with respect to the election of one or more directors will not be voted with respect to the director or directors indicated.

 

Nominees for Election at this Annual Meeting

 

Set forth below is biographical information for each nominee and a summary of the specific qualifications, attributes, skills and experiences which led our Board to conclude that each nominee should serve on the Board at this time. All of our nominees meet the qualifications and skills of our Board of Directors Corporate Governance Guidelines – Criteria for Director Nomination. There are no family relationships among any of our nominee directors or among any of our nominee directors and our executive officers. Carmen M. Perez-Carlton is not standing for reelection to the Board at this Annual Meeting.

 

Michael D. Farkas

 

Michael D. Farkas has served as our Chief Executive Officer from 2010 to July 2015 and from October 2018 to date. Mr. Farkas has served as a member of the Board since 2010 and has been the Chairman of the Board since January 2015. Mr. Farkas is the founder and manager of FGI, a privately-held investment firm. Mr. Farkas is the founder, a director and the Chief Executive Officer of Balance Labs, Inc., a consulting firm that provides business development and consulting services to startup development stage businesses. Mr. Farkas also currently holds the position of Chairman and Chief Executive Officer of the Atlas Group, in which its subsidiary, Atlas Capital Services, was a broker-dealer that had raised capital for a number of public and private clients until it withdrew its FINRA registration in 2007. Over the last 20 years, Mr. Farkas has established a successful track record as a principal investor across a variety of industries, including telecommunications, technology, aerospace and defense, agriculture, and automotive retail. Mr. Farkas attended Brooklyn College where he studied Finance.

 

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As the Chairman and Chief Executive Officer and one of our largest stockholders, Mr. Farkas leads the Board and guides our company. Mr. Farkas brings extensive industry knowledge of the Company and a deep background in emerging growth companies and capital market activities. His service as Chairman and Chief Executive Officer creates a critical link between management and the Board.

 

Brendan S. Jones

 

Brendan S. Jones has served as our Chief Operating Officer since April 20, 2020. On February 25, 2021, Mr. Jones was appointed by our Board to be the President and was elected to become a member of our Board of Directors. Mr. Jones has more than 25 years of day-to-day operational experience in the EV charging, automotive and alternative energy industries and in-depth knowledge in the areas of EV charging sales, technology and infrastructure development. Prior to joining Blink, he served as the Chief Operating Officer of Electrify America, LLC, the United States-based EV subsidiary of Volkswagen Group AG, from September 2016 to March 2020. Mr. Jones was Electrify America’s first employee and is credited with building Electrify America from its original startup concept into one of the largest ultrafast EV charging companies in the world, establishing strategy, design implementation and management teams at Electrify America, negotiating numerous contracts for charging services with leading carmakers, retail property owners and EV infrastructure companies, and managing the installation and servicing of thousands of charging stations.

 

Mr. Jones previously served as Vice President - OEM Strategy and Business Development of EVgo, a subsidiary of NRG Energy which operates EV fast charging stations, from March 2014 to September 2016. Prior to these positions, Mr. Jones served in various leadership positions with Nissan North America, Inc., from April 1994 to March 2015. At Nissan, he assumed increasingly senior positions including Director - Electric Vehicle Sales Operations and Infrastructure Development from 2013 to 2015, Director - Chief Marketing Manager EV Model Line from 2011 to 2013, and Senior Manager of the Nissan LEAF Launch Team from 2009 to 2011. Mr. Jones has been a board member of several EV industry groups including the Electric Drive Transportation Association, a trade association that promotes electric drive technologies and infrastructure (2015 and 2016), and the ROEV Association, a collaboration between EV charging network operators and electric vehicle manufacturers to allow drivers to charge at multiple stations using one card (from 2015 to 2017). Mr. Jones received B.A. and M.A. degrees from George Mason University and a professional certificate from Vanderbilt University for completing the accelerated executive leadership development program.

 

Louis R. Buffalino

 

Louis R. Buffalino became a member of our Board in December 2019. He has been a senior real estate executive for more than 35 years. He is currently a Senior Vice President of Cushman & Wakefield, a global real estate services firm, since 2012. At Cushman & Wakefield, Mr. Buffalino is responsible for institutional property investment sales, site selection, lease negotiations and corporate consulting. In addition, since June 2020, he has served as the Chief Operating Officer and a director of CleanTech Acquisition Corp., a publicly traded special purpose acquisition company. Mr. Buffalino has previously worked at other commercial real estate services and investment firms including serving as a Senior Vice President at Jones Lang LaSalle from 2009 to 2012, a First Vice President at CB Richard Ellis from 2002 to 2009, and a First Vice President at Donaldson, Lufkin & Jenrette/Credit Suisse in its corporate real estate group from 2000 to 2002. Mr. Buffalino received a B.A. degree from Providence College.

 

Mr. Buffalino has extensive experience and contacts working with large property owners, managers and developers, making his input invaluable to the Board’s discussions of EV charging station deployment decisions, and our ongoing sales, marketing and growth strategies.

 

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Jack Levine

 

Jack Levine became a member of our Board in December 2019 where he serves as the Chair of the Audit Committee. He has been the President of Jack Levine, PA, a certified public accounting firm, since 1984. For more than 35 years, he has been advising corporations on financial and accounting matters and serving as an independent director on numerous boards, frequently as head of their audit committees. Since June 2021, Mr. Levine has served as a director, chairman of the audit committee and as a qualified SEC financial expert of Strawberry Fields REIT, Inc., a public company specializing in the acquisition, ownership and triple net leasing of skilled nursing facilities and other post-acute healthcare properties, and EZFill Holdings Inc., a publicly traded app-based mobile-fueling company. In addition, Mr. Levine is currently a director and chairman of the audit committee of SignPath Pharma, Inc., a development-stage biotechnology company, since 2010.

 

Mr. Levine’s previous board memberships included Provista Diagnostics, Inc., a cancer detection and diagnostics company focused on women’s cancer, from 2011 to 2018 (also serving as chairman of its audit committee); Biscayne Pharmaceuticals, Inc., a biopharmaceutical company discovering and developing novel therapies based on growth hormone-releasing hormone analogs; Grant Life Sciences, a research and development company focused on early detection of cervical cancer, from 2004 to 2008 (also serving as chairman of its audit committee); and Pharmanet, Inc., a global drug development services company providing a comprehensive range of services to pharmaceutical, biotechnology, generic drug and medical device companies, from 1999 to 2007 (also serving as chairman of its audit and other committees). Mr. Levine also served as a director and audit committee chair of Beach Bank, a community bank, from 2000 to 2006, Prairie Fund, a mutual fund, from 2000 to 2006, and Bankers Savings Bank, a community bank, from 1996 to 1998, and was a member of the audit committee of Miami Dade County School Board, the nation’s third largest school system, from 2004 to 2006. Mr. Levine is a certified public accountant licensed by the States of Florida and New York. He also is a member of the National Association of Corporate Directors, Association of Audit Committee Members and American Institute of Certified Public Accountants. Mr. Levine received a B.A. degree from Hunter College of the City University of New York and an M.A. from New York University.

 

Mr. Levine demonstrates extensive knowledge of complex financial, accounting, tax and operational issues highly relevant to our growing business. Through his decades of service as a board member, he also brings significant working experience in corporate controls and governance.

 

Kenneth R. Marks

 

Kenneth R. Marks became a member of our Board in March 2020. He is currently the President of KRM Energy Advisors LLC, which focuses on providing strategic and financing advice in the clean energy sector. Mr. Marks was previously Managing Director and Head of Power, Utilities and Renewables for the Americas for HSBC from 2011 to 2016, in which he was responsible for leading the bank’s investment banking and commercial banking services for clients in the sector in North and South America, including the provision of strategic advice, financing and other bank products. Prior to HSBC, he worked for Morgan Stanley as an investment banker for 33 years in increasingly senior roles, including as Managing Director in the Global Power and Utility Group. In this role, Mr. Marks provided the full range of Morgan Stanley’s banking products to clients in the sector, including strategic advice, debt and equity financing, and derivatives/hedging. Mr. Marks’ experience at Morgan Stanley also included participation in specialized groups at the investment bank focusing on mergers and acquisitions, financial restructuring, project financing, valuations and corporate finance. Throughout his tenure at Morgan Stanley, Mr. Marks was based in the United States, except for three years when he was based in Hong Kong as Head of M&A and Project Finance for the region.

 

Mr. Marks is a member of the Board of Directors of the Coalition for Green Capital, a non-profit entity whose mission is to halt climate change by accelerating investment in clean energy technologies through the creation and implementation of Green Bank finance institutions, and he serves as Chairman of its Audit Committee. Mr. Marks received a B.S. degree in electrical engineering from Bucknell University, an M.B.A. in industrial management from the Wharton School of the University of Pennsylvania, and a Ph.D. in finance from New York University. For a number of years, Mr. Marks served on the faculty at NYU teaching courses in its M.B.A. program and has published articles in numerous journals including Public Utilities Fortnightly, Energy Biz and Harvard Business Review.

 

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Mr. Marks’ experience in the power, utility and renewable area and his leadership positions at a leading global investment bank, one of the largest global commercial banks and at a non-profit entity applicable to the sector makes his input invaluable to our Board’s discussions of the EV charging and alternative energy markets. He also brings transactional expertise in mergers and acquisitions and capital markets.

 

Ritsaart J.M. van Montfrans

 

Ritsaart J.M. van Montfrans became a member of our Board in December 2019. He is an experienced entrepreneur in Europe. He is currently the Chief Executive Officer of Incision Group, a medtech scale-up in team performance and education, since January 2017, and co-founded and led ScaleUpNation, a growth accelerator for ventures with large scale-up potential, from February 2016 to January 2017, each in Amsterdam, the Netherlands.

 

In February 2009, Mr. van Montfrans founded NewMotion, which grew to become the leading service provider for electric vehicles in Europe, with the largest network of charging stations. Mr. van Montfrans served as Chief Executive Officer and International Business Development Director of NewMotion until February 2016, shortly before the company was purchased by Royal Dutch Shell. Prior to NewMotion, Mr. van Montfrans was a partner of H2 Equity Partners, an investment firm in Amsterdam, from September 2002 to February 2009, an engagement manager at McKinsey & Co. in Amsterdam from May 1999 to September 2002, and an associate in the mergers and acquisitions group of J.P. Morgan in London. Mr. van Montfrans received a Master of Business Administration degree from the University of Groningen in the Netherlands.

 

Mr. van Montfrans’ day-to-day operational leadership of NewMotion and in-depth knowledge of the EV charging market and broad range of companies in the industry (with a focus on Western Europe) make him well qualified to be a member of the Board.

 

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

 

THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE SIX NOMINEES NAMED ABOVE.

PROXIES WILL BE VOTED “FOR” THE ELECTION OF THE NOMINEES UNLESS OTHERWISE SPECIFIED.

 

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PROPOSAL 2

 

RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Audit Committee of the Board has appointed Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2022, and the Board has directed that management submit this selection for ratification by the stockholders at our 2022 Annual Meeting. Marcum has served as our independent registered public accounting firm and has audited our financial statements since 2014. The Audit Committee periodically considers whether there should be a rotation of our independent registered public accountants. The members of the Audit Committee believe that the continued retention of Marcum as our independent registered public accountants is in the best interests of the Company.

 

Stockholder ratification of the appointment of Marcum as our independent registered public accounting firm is not required. The Board is submitting the selection of Marcum to the stockholders for ratification because we believe it is a matter of good corporate governance practice. If our stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain Marcum, but still may retain them. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the selection of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in our best interests and that of our stockholders.

 

Representatives of Marcum are expected to attend the Annual Meeting, will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions from stockholders. Fees for professional services provided by our independent auditors in each of the last two fiscal years, in each of the following categories, are as follows:

 

   

Year Ended

December 31, 2021

    Year Ended December 31, 2020  
Audit fees(1)   $ 679,561     $ 317,169  
Audit-related fees(2)     -       -  
Tax fees(3)     -       -  
All other fees(4)     -       -  
Total   $ 679,561     $ 317,169  

 

 

(1) Audit fees consist of fees billed for professional services rendered for the audit of our consolidated annual financial statements, the review of the interim consolidated financial statements included in quarterly reports and services that are normally provided in connection with statutory and regulatory filings or engagements, consultations in connection with acquisitions and issuances of auditor consents and comfort letters in connection with SEC registration statements.
   
(2) Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit fees.”
   
(3) Tax fees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning (domestic and international). These services include assistance regarding federal, state and international tax compliance, acquisitions and international tax planning.
   
(4) All other fees consist of fees for products and services other than the services reported above.

 

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Pre-Approval Policies

 

All audit and non-audit services provided by our independent registered public accounting firm must be pre-approved by the Audit Committee. Unless the specific service has been previously pre-approved with respect to that year, the Audit Committee must approve the permitted service before the independent registered public accounting firm is engaged to perform it. The Audit Committee uses the following procedures in pre-approving all audit and non-audit services provided by our independent registered public accounting firm. At or before the first meeting of the Audit Committee each year, the Audit Committee is presented with a detailed listing of the individual audit and non-audit services and fees (separately describing audit-related services, tax services and other services) expected to be provided by our independent registered public accounting firm during the year. Quarterly, the Audit Committee is presented with an update of any new audit and non-audit services to be provided. The Audit Committee reviews the quarterly update and approves the services outlined therein if such services are acceptable to the Audit Committee.

 

Under Nevada law and our Bylaws, if a quorum is present, this matter will be approved if the number of votes cast in favor of the matter exceeds the number of votes cast in opposition to the matter. Broker non-votes occur when shares held by a brokerage firm are not voted with respect to a proposal because the firm has not received voting instructions from the beneficial owner of the shares and the firm does not have the authority to vote the shares in its discretion. Shares abstaining from voting and shares as to which a broker non-vote occurs are considered present for purposes of determining whether a quorum exists. Abstentions are considered votes cast and will have the same effect as votes against with respect to Proposal 2. Brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on Proposal 2. If a broker does not exercise this authority, such broker non-votes will have no effect on the outcome of Proposal 2.

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR

RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM.

PROXIES WILL BE VOTED “FOR” RATIFICATION UNLESS OTHERWISE SPECIFIED.

 

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PROPOSAL 3

 

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (“SAY-ON-PAY” VOTE)

 

In accordance with Section 14A of the Exchange Act, we are asking stockholders to approve the following advisory resolution on the compensation of our Principal Executive Officer, our Principal Financial Officer and our NEOs, at the Annual Meeting:

 

“RESOLVED, that the compensation paid to Blink’s Named Executive Officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, the accompanying compensation tables and the related narrative discussion, is hereby APPROVED.”

 

This advisory vote, commonly known as a “say-on-pay” proposal, gives our stockholders an annual opportunity to endorse or not endorse our executive pay program. The Board recommends a vote “FOR” this resolution because it believes that Blink’s executive compensation, described in the section entitled “Executive Compensation Discussion” in this Proxy Statement, is effective in achieving the Company’s goals of rewarding financial and operating performance and the creation of stockholder value.

 

Our Board and Compensation Committee believe that there should be a strong relationship between pay and corporate performance, and our executive compensation program reflects this belief. While the overall level and balance of compensation elements in our compensation program are designed to ensure that Blink can retain key executives and, when necessary, attract qualified new executives to the organization, the emphasis of Blink’s compensation program is linking executive compensation to business results and intrinsic value creation, which is ultimately reflected in increases in stockholder value.

 

We urge you to read the Summary Compensation Table and related compensation tables and narrative, appearing on pages 17 through 25, which provide detailed information on our compensation philosophy, policies and practices and the compensation of our NEOs.

 

Because the vote on this proposal is advisory in nature, it is not binding on Blink, the Board or the Compensation Committee. The vote on this proposal will, therefore, not affect any compensation already paid or awarded to any NEO and will not overrule any decisions made by the Board or the Compensation Committee. Because we highly value the opinions of our stockholders, however, the Board and the Compensation Committee will consider the results of this advisory vote when making future executive compensation decisions.

 

Under Nevada law and our Bylaws, if a quorum is present, this matter will be approved if the number of votes cast in favor of the matter exceeds the number of votes cast in opposition to the matter. Broker non-votes occur when shares held by a brokerage firm are not voted with respect to a proposal because the firm has not received voting instructions from the beneficial owner of the shares and the firm does not have the authority to vote the shares in its discretion. Shares abstaining from voting and shares as to which a broker non-vote occurs are considered present for purposes of determining whether a quorum exists. Abstentions are considered votes cast and will have the same effect as votes against with respect to Proposal 3. Broker non-votes are not considered votes cast and will have no effect on the outcome of Proposal 3.

 

THE BOARD OF DIRECTORS RECOMMENDS
A “SAY-ON-PAY” VOTE “FOR” APPROVAL OF EXECUTIVE COMPENSATION FOR 2021.
PROXIES WILL BE VOTED “FOR” APPROVAL UNLESS OTHERWISE SPECIFIED.

 

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AUDIT COMMITTEE REPORT

 

The members of the Audit Committee from January 1, 2021 to December 31, 2021 were Messrs. Levine, van Montfrans, Marks and Ms. Perez-Carlton. Ms. Perez-Carlton was appointed to the Board in July 2021 and served on the Audit Committee for the remainder of fiscal year 2021. The Audit Committee met 15 times during the fiscal year ended December 31, 2021. The Audit Committee is responsible for the appointment of the independent registered public accounting firm for each fiscal year and confirming the independence of the independent registered public accounting firm. It is also responsible for: reviewing and approving the scope of the planned audit, the results of the audit and the independent registered public accounting firm’s compensation for performing such audit; reviewing the Company’s audited financial statements; and reviewing and approving the Company’s internal accounting controls and disclosure procedures.

 

The Company’s independent registered public accounting firm is responsible for auditing the financial statements, as well as auditing the Company’s internal controls over financial reporting. The activities of the Audit Committee are in no way designed to supersede or to alter those traditional responsibilities. The Audit Committee’s role does not provide any special assurances with regard to the Company’s financial statements, nor does it involve a professional evaluation of the quality of the audits performed by the independent registered public accounting firm.

 

In connection with the audit of the Company’s financial statements for the year ended December 31, 2021, the Audit Committee met with representatives from Marcum LLP, the Company’s independent registered public accounting firm, and the Company’s internal auditors. The Audit Committee reviewed and discussed with Marcum LLP and the Company’s internal auditors, the Company’s financial management and financial structure, as well as the matters relating to the audit required by the Public Company Accounting Oversight Board Auditing Standard.

 

The Audit Committee and Marcum LLP also discussed Marcum LLP’s independence. In December 2021, the Audit Committee received from Marcum LLP the written disclosures and the letter regarding Marcum LLP’s independence required by Public Company Accounting Oversight Board Rule 3526.

 

In addition, the Audit Committee reviewed and discussed with management the Company’s audited financial statements for the fiscal year ended December 31, 2021, as well as management’s assessment of internal controls over financial reporting.

 

Based upon the review and discussions described above, the Audit Committee recommended to the Board, and the Board approved, that the Company’s financial statements audited by Marcum LLP, as well as the audit of the Company’s internal controls over financial reporting be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

 

AUDIT COMMITTEE

Jack Levine, Chairman

Ritsaart van Montfrans

Kenneth Marks

Carmen M. Perez-Carlton

 

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COMPENSATION COMMITTEE REPORT

 

The compensation of the Chief Executive Officer of the Company is determined by the Compensation Committee. Such Committee’s determinations regarding such compensation are based on a number of factors including, in order of importance:

 

  Consideration of the operating and financial performance of the Company, primarily its income before income taxes;
  Attainment of a level of compensation designed to retain a superior executive in a highly competitive environment; and
  Consideration of the individual’s overall contribution to the Company.

 

In consultation with the Chief Executive Officer of the Company, the Compensation Committee develops guidelines and reviews the compensation and performance of the other executive officers of the Company, and sets the compensation of the executive officers of the Company and/or any management fees paid by the Company for executive services when needed. In addition, the Compensation Committee makes recommendations to the Board with respect to incentive-compensation plans and equity-based plans, establishes criteria for the granting of options in accordance with such criteria and administers such plans. The Compensation Committee reviews major organizational and staffing matters. With respect to director compensation, the Compensation Committee designs a director compensation package of a reasonable total value based on comparisons with similar firms and aligned with long-term shareholder interests. Finally, the Compensation Committee reviews director compensation levels and practices, and may recommend, from time to time, changes in such compensation levels and practices to the Board, with equity ownership in the Company encouraged. The Compensation Committee’s charter provides that the Compensation Committee shall have the authority to obtain advice and seek assistance from internal and external legal, accounting and other advisors.

 

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

 

COMPENSATION COMMITTEE

Ritsaart van Montfrans, Chairman

Louis Buffalino

Jack Levine

 

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GENERAL INFORMATION

 

Information Concerning Voting and Solicitation

 

The enclosed proxy is solicited on behalf of the Board of Directors of Blink Charging Co., a Nevada corporation, for use at our 2022 Annual Meeting of Stockholders, to be held on July 11, 2022, at 9:00 a.m., local time, or at any continuation, postponement or adjournment thereof, for the purposes discussed in this Proxy Statement and any business properly brought before the Annual Meeting. Blink Charging Co. may also be referred to as the Company, we, us or our in this Proxy Statement. Proxies are solicited to give all stockholders of record an opportunity to vote on matters properly presented at the Annual Meeting. The Annual Meeting will be held at the Loews Miami Beach Hotel located at 1601 Collins Avenue, Miami Beach, Florida 33139.

 

Our proxy materials are available electronically at www.proxyvote.com. At this website, you will find a complete set of the proxy materials including the Proxy Statement, 2021 Annual Report and form proxy card. You are encouraged to access and review all of the information contained in the proxy materials before submitting a proxy or voting at the meeting.

 

Who Can Vote

 

The Board has set May 18, 2022 as the record date for the Annual Meeting. You are entitled to notice and to vote if you were a stockholder of record of our Common Stock as of the close of business on May 18, 2022. You are entitled to one vote on each proposal for each share of common stock you held on the record date. Your shares may be voted at the Annual Meeting only if you are present in person or your shares are represented by a valid proxy.

 

Difference between a Stockholder “of Record” and a “Street Name” Holder

 

If your shares are registered directly in your name, you are considered the stockholder of record with respect to those shares.

 

If your shares are held in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trust or other nominee is considered to be the stockholder of record with respect to those shares. However, you are still considered to be the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot submit a proxy or vote their shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their shares.

 

Shares Outstanding and Quorum

 

At the close of business on May 18, 2022, there were 42,741,387 shares of our common stock outstanding and entitled to vote at the Annual Meeting. The presence of holders of one-third, or 33.34%, of the outstanding shares of our common stock entitled to vote constitutes a quorum, which is required to hold and conduct business at the Annual Meeting. Shares are counted as present at the Annual Meeting if:

 

  you are present in person at the Annual Meeting; or
     
  your shares are represented by a properly authorized and submitted proxy (submitted by mail, by telephone or over the Internet).

 

If you are a record holder and you submit your proxy, regardless of whether you abstain from voting on one or more matters, your shares will be counted as present at the Annual Meeting for the purpose of determining a quorum. If your shares are held in “street name,” your shares are counted as present for purposes of determining a quorum if your broker, bank, trust or other nominee submits a proxy covering your shares. Your broker, bank, trust or other nominee is entitled to submit a proxy covering your shares as to certain routine matters such as ratification of independent registered public accountants, even if you have not instructed your broker, bank, trust or other nominee on how to vote on those matters. Please see the subsection “If You Do Not Specify How You Want Your Shares Voted” below. In the absence of a quorum, the Annual Meeting may be adjourned to a day, time and place as determined by the chairman of the meeting.

 

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Voting Your Shares

 

You may vote using any of the following methods:

 

  By Mail — Stockholders of record may submit proxies by completing, signing and dating their proxy cards and mailing them in the accompanying pre-addressed envelopes. Blink stockholders who hold shares beneficially in street name may provide voting instructions by mail by completing, signing and dating the voting instruction forms provided by their brokers, banks or other nominees and mailing them in the accompanying pre-addressed envelopes.
     
  By Internet — Stockholders of record may submit proxies by following the Internet voting instructions on their proxy cards. Blink stockholders who hold shares beneficially in street name may provide voting instructions by accessing the website specified on the voting instruction forms provided by their brokers, banks or nominees. Please check the voting instruction form for Internet voting availability.
     
  By Telephone — Blink stockholders who hold shares beneficially in street name and live in the United States or Canada may provide voting instructions by telephone by calling the number specified on the voting instruction forms provided by their brokers, banks or nominees. Please check the voting instruction form for telephone voting availability.
     
  In Person at the Annual Meeting — Shares held in your name as the stockholder of record may be voted in person at the Annual Meeting. Shares held beneficially in street name may be voted in person only if you obtain a legal proxy from the broker, bank or nominee that holds your shares giving you the right to vote the shares.

 

Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions by mail, telephone or Internet so that your vote will be counted if you later decide not to attend the Annual Meeting. The Internet and telephone voting facilities will close at 11:59 p.m., Eastern time (for stockholders of record), and 11:59 p.m., Eastern time (for shares held beneficially in street name), on July 10, 2022, the day before the Annual Meeting. Stockholders who submit a proxy by Internet or telephone need not return a proxy card or the form forwarded by your broker, bank, trust or other holder of record by mail.

 

Changing Your Vote

 

As a stockholder of record, if you submit a proxy, you may revoke that proxy at any time before it is voted at the Annual Meeting. Stockholders of record may revoke a proxy prior to the Annual Meeting by (i) delivering a written notice of revocation to the attention of the Corporate Secretary at our executive offices located at 605 Lincoln Road, 5th Floor, Miami Beach, Florida 33139, (ii) duly submitting a later-dated proxy over the Internet, by telephone or by mail, or (iii) attending the Annual Meeting in person and voting in person. Attendance at the Annual Meeting will not, by itself, revoke a proxy. If your shares are held in the name of a broker, bank, trust or other nominee, you may change your voting instructions by following the instructions of your broker, bank, trust or other nominee.

 

If You Receive More Than One Proxy Card or Notice

 

If you receive more than one set of proxy materials, it means you hold shares that are registered in more than one account. To ensure that all of your shares are voted, sign and return each proxy card or, if you submit a proxy by telephone or the Internet, submit one proxy for each proxy card you receive.

 

How Will Your Shares Be Voted

 

Stockholders of record as of the close of business on May 18, 2022 are entitled to one vote for each share of our common stock held on all matters to be voted upon at the Annual Meeting. All shares entitled to vote and represented by properly submitted proxies received before the polls are closed at the Annual Meeting, and not revoked or superseded, will be voted at the Annual Meeting in accordance with the instructions indicated on those proxies.

 

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If You Do Not Specify How You Want Your Shares Voted

 

As a stockholder of record, if you submit a signed proxy card or submit your proxy by telephone or Internet and do not specify how you want your shares voted, the person named in the proxy will vote your shares:

 

  FOR the election of the six nominees listed in this Proxy Statement to serve on our Board for a one-year term of office expiring at the 2023 Annual Meeting of Stockholders.
     
  FOR the ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2022.
     
  FOR the advisory approval of Executive Compensation (“say-on-pay” vote).

 

A “broker non-vote” occurs when a nominee holding shares for a beneficial owner has not received voting instructions from the beneficial owner and the nominee does not have discretionary authority to vote the shares. If you hold your shares in street name and do not provide voting instructions to your broker or other nominee, your shares will be considered to be broker non-votes and will not be voted on any proposal on which your broker or other nominee does not have discretionary authority to vote. Shares that constitute broker non-votes will be counted as present at the Annual Meeting for the purpose of determining a quorum but will not be considered entitled to vote on all the proposals in question. Brokers generally have discretionary authority to vote on the ratification of the appointment of Marcum LLP as our independent registered public accounting firm, which is considered a “routine” matter. Brokers, however, do not have discretionary authority to vote on the election of directors to serve on our Board or the approval of the Executive Compensation, which are both matters considered “non-routine” under Nasdaq rules.

 

In their discretion, the proxy holders named in the proxy are authorized to vote on any other matters that may properly come before the Annual Meeting and at any continuation, postponement or adjournment thereof. The Board knows of no other items of business that will be presented for consideration at the Annual Meeting other than those described in this Proxy Statement. No stockholder proposal or nomination was received prior to the deadline set forth in our Bylaws and, accordingly, no such matters may be brought to a vote at the Annual Meeting.

 

Inspector of Election and Counting of Votes

 

All votes will be tabulated as required by Nevada law, the state of our incorporation, by the inspector of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. Shares held by persons attending the Annual Meeting but not voting, shares represented by proxies that reflect abstentions as to one or more proposals and broker non-votes will be counted as present for purposes of determining a quorum.

 

Election of Directors. Vote by a plurality of the shares voting is required for the election of directors under Proposal 1. You may vote FOR all nominees, WITHHOLD your vote as to all nominees, or FOR all nominees except those specific nominees from whom you WITHHOLD your vote. There is no “against” option. The nominees receiving the most FOR votes will be elected. A properly executed proxy marked WITHHOLD with respect to the election of one or more directors will not be voted with respect to the director or directors indicated.

 

Ratification of the Independent Registered Accounting Firm. The ratification of the appointment of Marcum LLP requires the affirmative vote of the holders of a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the matter. You may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN from voting on Proposal 2, the abstention will have the same effect as an AGAINST vote. Brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on Proposal 2. If a broker does not exercise this authority, such broker non-votes will have no effect on the outcome of Proposal 2.

 

Advisory (Non-Binding) “Say-On-Pay” Vote to Approve Executive Compensation for 2021. The approval of the Executive Compensation requires the affirmative vote of the holders of a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the matter. You may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN from voting on Proposal 3, the abstention will have the same effect as an AGAINST vote. Brokers do not have discretionary voting power with respect to this proposal, and broker non-votes will have no effect on the outcome of the vote.

 

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Solicitation of Proxies

 

We will bear the entire cost of solicitation of proxies, including preparation, assembly and mailing of this Proxy Statement, the proxy, the Notice and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding shares of our common stock in their names that are beneficially owned by others to forward to those beneficial owners. We may reimburse persons representing beneficial owners for their costs of forwarding the solicitation materials to the beneficial owners. Original solicitation of proxies may be supplemented by telephone, facsimile, electronic mail or personal solicitation by our directors, officers or staff members. No additional compensation will be paid to our directors, officers or staff members for such services. A list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose germane to the Annual Meeting during ordinary business hours at our executive offices located at 605 Lincoln Road, 5th Floor, Miami Beach, Florida 33139 for the ten days prior to the Annual Meeting and also at the Annual Meeting.

 

Form 10-K

 

The Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which contains the consolidated financial statements of the Company for the year ended December 31, 2021, accompanies this Proxy Statement, but is not a part of the Company’s soliciting materials.

 

Stockholders may obtain, without charge, a copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC, including the financial statements and schedules thereto, without the accompanying exhibits, by writing to: Corporate Secretary, Blink Charging Co., 605 Lincoln Road, 5th Floor, Miami Beach, Florida 33139. The Company’s Annual Report on Form 10-K is also available online at the Company’s website at https://ir.blinkcharging.com/sec-filings/all-sec-filings.A list of exhibits is included in the Form 10-K and exhibits are available from the Company upon the payment to the Company of the cost of furnishing them.

 

Delinquent Section 16(a) Reports

 

Section 16(a) of the Exchange Act requires our executive officers, directors and holders of more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. Such persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

 

Based solely upon our review of the copies of such forms received by us, or representations from certain reporting persons that no year-end Forms 5 were required for those persons, we believe that, during the year ended December 31, 2021, all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were complied with, except for a late Form 4 filing by Mr. Hillo, due to administrative delays.

 

Stockholder Proposals and Director Nominations

 

Stockholders are entitled to submit proposals on matters appropriate for stockholder action, consistent with SEC regulations. Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, stockholders may present proper proposals for inclusion in the Company’s proxy statement for consideration at the following annual meeting of stockholders (after the one referenced herein) by submitting their proposals to the Company in a timely manner. These proposals must meet the stockholders eligibility and other requirements of the SEC. In order for stockholder proposals for the 2023 Annual Meeting of Stockholders to be eligible for inclusion in our Proxy Statement, they must be received by our Corporate Secretary at our principal executive offices not later than January 26, 2023.

 

Under SEC rules, if the Company does not receive notice of a stockholder proposal at least 45 days prior to the first anniversary of the date of mailing of the prior year’s proxy statement, then the Company will be permitted to use its discretionary voting authority when the proposal is raised at the annual meeting, without any discussion of the matter in the proxy statement. In connection with the 2023 Annual Meeting of Stockholders, if the Company does not have notice of a stockholder proposal on or before April 11, 2023, the Company will be permitted to use its discretionary voting authority as outlined above.

 

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In addition to satisfying the foregoing requirements, to comply with the universal proxy rules (once they become effective), shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than May 12, 2023 (the 60th day prior to the first anniversary of the annual meeting for the preceding year’s annual meeting).

 

Appraisal Rights

 

The Company’s stockholders do not have appraisal rights under Nevada law or under the governing documents of the Company with respect to the matters to be voted upon at the Annual Meeting.

 

Householding of Proxy Materials

 

The SEC has adopted rules that permit companies and intermediaries (such as brokers and banks) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” is also permissible under the Nevada Revised Statutes and potentially means extra convenience for stockholders and cost savings for companies.

 

This year, a number of banks and brokers with account holders who are our stockholders will be householding our proxy materials. A single Notice of Annual Meeting of Stockholders or Proxy Statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or bank that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Proxy Statement and Annual Report, please notify your broker or bank. Stockholders who currently receive multiple copies of the Proxy Statement at their address and would like to request householding of their communications should contact their broker or bank.

 

No Incorporation by Reference

 

References to our website are not intended to function as a hyperlink and the information contained on our website is not intended to be part of this Proxy Statement. Information on our website, other than our Proxy Statement, Notice of Annual Meeting of Stockholders and form of proxy, is not part of the proxy soliciting material and is not incorporated herein by reference.

 

Disclaimer

 

This Proxy Statement may contain statements regarding future individual and Company performance targets and Company performance goals. These targets and Company performance goals are disclosed in the limited context of our compensation programs and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

 

Other Matters

 

The Board knows of no matters other than those listed in this Proxy Statement that are likely to be brought before the Annual Meeting. However, if any other matter properly comes before the Annual Meeting, the persons named on the enclosed proxy card will vote the proxy in accordance with their best judgment on such matter.

 

  By Order of the Board of Directors
   
 
  MICHAEL D. FARKAS
  Chairman and Chief Executive Officer

 

Miami Beach, Florida

May 26, 2022

 


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