Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 14, 2022, the board of directors (the “Board”) of Heliogen, Inc. (the “Company”), announced the appointment of Barbara J. Burger, PhD, to serve as a Class II director for a term expiring at the 2023 annual meeting of stockholders, effective September 12, 2022. Dr. Burger will also join the compensation committee of the Board at that time.
Dr. Burger was mostly recently the Vice President, Innovation at Chevron and President of Chevron Technology Ventures from June 2013 to April 2022. Previously, Dr. Burger held a number of management positions at Chevron across International Marketing, Chemicals, Technology Marketing, Lubricants, Ventures, and Innovation. Dr. Burger has also held a wide range of civic and industrial leadership governing board and advisory council positions including the MIT Energy Initiative, Houston Exponential, Houston Symphony Society, Oil and Gas Climate Initiative Climate Investment LLP, the National Renewable Energy Laboratory, Greentown Houston, Activate, and Rice University’s Corporate Innovation Practice. Dr. Burger has spent most of her career focused on the big challenges in energy transition, equity, and access to education. She has been recently named to Emerald Technology Ventures Advisory Council and the Greentown Labs Board of Directors. Dr. Burger is an active alumnus of the University of Rochester where she serves on the Board of Trustees and chairs the River Campus Libraries National Council. She also established the Barbara J. Burger Endowed Scholarship in the Sciences and founded the Barbara J. Burger iZone, where students generate, refine, and communicate ideas for social, cultural, community and economic impact. At the California Institute of Technology, Dr. Burger supports graduate women in chemistry and serves on the Strategic Advisory Board for the Resnick Sustainability Institute. Dr. Burger holds a bachelor’s degree in chemistry from the University of Rochester, a PhD degree in chemistry from the California Institute of Technology and an MBA degree in finance, with academic honors, from the University of California, Berkeley.
Dr. Burger’s compensation will be consistent with the Company’s previously disclosed standard compensatory arrangements for non-employee directors, which are described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on June 7, 2022, under the heading “Non-Employee Director Compensation Policy.” Dr. Burger’s compensation will be prorated to reflect the commencement date of her Board service.
The Board has determined that Dr. Burger is an independent director under the listing standards of The New York Stock Exchange (the “NYSE”) and meets the additional independence requirements of the NYSE and SEC with respect to members of the compensation committee of the Board.
There are no arrangements or understandings between Dr. Burger and any other person pursuant to which Dr. Burger was selected as a director of the Company. There are also no family relationships between Dr. Burger and any director or executive officer of the Company and Dr. Burger does not have any direct or indirect material interest in any related-person transaction or proposed related-person transaction required to be disclosed by Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).