DEF 14A: FREYR Battery Seeks Stockholder Approval for Director Elections, Auditor Ratification, Executive Pay, and Equity Incentive Plan Amendment

FREYR Battery invites stockholders to its 2024 Annual Meeting to vote on key proposals including director elections, auditor ratification, executive compensation, and an amendment to the equity incentive plan.

Summary

• FREYR Battery, Inc. is holding its 2024 Annual Meeting of Stockholders on June 13, 2024, virtually.
• Stockholders will vote on the election of nine directors, ratification of PricewaterhouseCoopers AS as the independent accounting firm, an advisory vote on executive compensation, the frequency of say-on-pay votes, and approval of an amendment to the FREYR Battery 2021 Equity Incentive Plan.
• The board of directors has fixed April 24, 2024, as the record date for determining stockholders entitled to vote.
• The company encourages stockholders to vote in advance of the meeting via the internet or by returning a proxy card.
• The proxy statement details information about the proposals, director nominees, executive compensation, and corporate governance practices.
• The board recommends voting in favor of all proposals.
• The company redomiciled from Luxembourg to the U.S. in January 2024 to enhance access to capital and simplify the corporate structure.
• Several new directors were appointed in April 2024, representing co-founding investors and individuals with experience in the energy sector and public affairs.
• The company's vision is to decarbonize energy storage and transportation markets by producing sustainable, cost-competitive batteries.
• The board oversees the company's strategy to expand across the battery value chain and a diversified technology spectrum.

Sentiment

Score: 6

Explanation: The document presents a mixed sentiment. While it highlights positive strategic shifts and new appointments, it also acknowledges challenges in the economic and geopolitical landscape and the capital-intensive nature of gigafactory production. The lack of STIP payouts and the restructuring process temper the overall positive outlook.

Positives

• The redomiciliation to the U.S. is expected to enhance access to capital and simplify the corporate structure.
• The addition of new directors brings valuable expertise in technology, ESG, energy sector investing, and public affairs.
• The company is focused on corporate governance and executive compensation best practices.
• The company is committed to sustainability and alignment with stockholders.
• The company is pursuing a technology diversification strategy to augment customer acquisition and reduce the cost of capital.
• The company is committed to robust corporate governance with increasing focus on innovation, digitalization and diversification.

Negatives

• The company is navigating the path towards gigafactory production, which is a highly capital-intensive undertaking.
• The company is operating in a challenging economic and geo-political landscape.

Risks

• The company faces risks associated with managing capital prudently while pursuing ambitious growth objectives.
• The company operates in a challenging economic and geopolitical landscape.
• The company's success depends on its ability to innovate and adapt in the rapidly evolving battery industry.

Future Outlook

The company expects its technology diversification strategy to augment customer acquisition and reduce the cost of capital, while attracting project-level equity and debt investment interest.

Management Comments

• Our vision for FREYR, which is to decarbonize the energy storage and transportation markets by producing sustainable, cost -competitive batteries, continues to be our ultimate objective.
• We believe this path will enable the Company to build a resilient battery technology industrialization partner of choice approach that delivers fit -for-purpose solutions to our customers while maintaining commercial and strategic flexibility, as the industry develops, and the energy transition continues to accelerate in a challenging economic and geo -political landscape.
• As our organization continues to grow and mature, the Board will remain committed to overseeing robust corporate governance with increasing focus on innovation, digitalization and diversification while ensuring that the Company maintains an extensive dialogue with you, our stockholders, and supporting management in the delivery of long -term stockholder value by executing a thoughtful, resolute and agile business strategy.

Industry Context

The announcement highlights FREYR's focus on regionalized battery supply as a cornerstone of resilient energy systems, aligning with the broader industry trend of transitioning to a fully renewable energy future.

Comparison to Industry Standards

• The document mentions a peer group of 17 companies, including Amprius Technologies, Aspen Aerogels, Ballard Power Systems, Blink Charging Co., ChargePoint Holdings, Enovix Corporation, ESS Tech, EVgo, Fluence Energy, FuelCell Energy, Li-Cycle Holdings Corp., Microvast Holdings, Plug Power Inc., PureCycle Technologies, QuantumScape Corporation, Solid Power, Inc., and Stem, Inc.
• These companies are used to inform decisions on target pay levels and practices for 2024.
• The document states that FREYR ranked at the 57th percentile on trailing 12-month average market capitalization compared to this peer group.
• Five peer companies were pre-revenue, or had reported revenues of less than $10 million in their most recently completed four quarters.

Management Changes

Corporate Governance

Related Party Transactions

• The company entered into a consultancy agreement with Peter Matrai, a director, for $360,000 per year.
• The company entered into a consultancy agreement with Tom Einar Jensen, Executive Chair, for $30,000 per month.
• From June 2022 to June 2023, the company engaged Sustainable Governance Partners LLC, where director Jessica Wirth Strine is CEO, for ESG consulting services for a fee totaling $200,000.
• The company entered into a framework agreement with Metier, where the CEO is the brother of the company's Executive Vice President, Project Execution, for project management and administrative consulting services, with $4.3 million recognized as general and administrative expenses and $1.6 million capitalized as property and equipment for the year ended December 31, 2023.
• The company entered into a cooperation agreement with Teknovekst Invest AS, Vanir Invest Holding AS, Teknovekst AS and Mr. Slettemoen, where Mr. Slettemoen was appointed to the Board.

Stakeholder Impact

• Shareholders: The proposals directly impact shareholder value through director elections, executive compensation, and equity incentive plan management.
• Employees: The equity incentive plan amendment affects employee compensation and motivation.
• Customers: The company's strategy to produce sustainable, cost-competitive batteries aims to benefit customers in the energy storage and transportation markets.
• Suppliers: The company's growth and expansion plans may impact relationships with suppliers.
• Creditors: The company's ability to manage capital and attract project-level financing affects its creditworthiness.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will proceed with the Annual Meeting on June 13, 2024.
• The company will continue to execute its strategy to expand across the battery value chain and pursue gigafactory production.

Key Dates

Keywords

FREYR Battery, Annual Meeting, Proxy Statement, Director Election, Executive Compensation, Equity Incentive Plan, Corporate Governance, Stockholders, PricewaterhouseCoopers, Redomiciliation, Battery Technology, Sustainability