Workhorse Group Inc

This non-binding management proposal asks stockholders to endorse the company’s overall compensation of named executive officers as disclosed in the proxy statement. Management seeks this advisory vote to obtain shareholder feedback required by Section 14A of the Exchange Act and to inform future executive-pay decisions by the Human Resource Management and Compensation Committee. The request covers the total compensation philosophy and practices rather than individual elements, and follows a recent merger and leadership transition that resulted in new employment agreements, amended severance and change-of-control provisions, and restructured compensation arrangements. The Board emphasizes retention and alignment with long-term shareholder interests—particularly important after the Motiv/Workhorse merger, restructuring of the credit facilities, and the need to incentivize delivery and cost-reduction milestones. Although the vote is non-binding, management states it will carefully consider the outcome when designing future pay programs. The proxy discloses detailed compensation tables, employment agreement terms (including severance and change-in-control provisions), and pay-versus-performance metrics that show recent net losses and how compensation was determined. The Board recommends a vote FOR, asserting the compensation program supports integration, product execution, and long-term value creation while providing appropriate governance oversight through the Compensation Committee and an independent compensation consultant. Potential investor concerns include pay levels and severance in a company not yet profitable and the strong controlling stockholder (MGMH) influence on governance and compensation decisions.

This management proposal requests shareholder approval to increase the company’s equity award pool and amend plan mechanics under the Amended and Restated 2023 Long-Term Incentive Plan. Specifically, management seeks authorization to add 1,089,340 shares to the plan reserve (bringing the post-approval total to 1,231,693) and to increase the ISO exercise share cap by the same amount, together with several substantive rule changes. The Board frames the change as necessary to attract and retain directors, executives and employees following the Motiv/Workhorse merger and to register additional shares on Form S-8; all awards previously outstanding were accelerated or canceled at closing, leaving a limited post-merger share pool. Material changes include removal of automatic double-trigger acceleration (reducing certain change-in-control payout protections for award holders), an expanded definition of “Cause” favorable to the company (tightening circumstances where executives may receive severance or accelerated vesting), recycling of forfeited/withheld shares back into the reserve (increasing effective reusability of shares), and elimination of the shareholder-approval constraint on repricing underwater options (allowing the committee to reprice or cancel and exchange underwater options without stockholder approval). The Board recommends FOR, arguing the program is critical to recruit and retain talent while aligning long-term interests; the Compensation Committee also retains discretion and will administer grants under governance controls. From a governance perspective, investors should note the dilutive impact of the new share pool and the removal of shareholder oversight on repricing, and weigh those against the company’s stated need for flexibility and the post-merger integration context. The change to double-trigger acceleration and the broadened definition of Cause materially alter executive protections on termination or change in control and are important considerations for evaluating potential management alignment and retention costs. Overall, the proposal is transactionally focused on securing equity ammunition for growth, but presents trade-offs between manager flexibility and shareholder protections that should be considered by sophisticated investors.