Form 424B3 Fisker Inc./DE

This prospectus supplement supplements the prospectus dated December 9, 2020 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-249981). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 7, 2021 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the issuance by us of up to an aggregate of up to 27,760,000 shares of our Class A Common Stock, $0.00001 par value per share (“Class A Common Stock”), which consists of (i) up to 9,360,000 shares of Class A Common Stock that are issuable upon the exercise of 9,360,000 warrants (the “Private Warrants”) originally issued in a private placement in connection with the IPO (as defined in the Prospectus) of Spartan Energy Acquisition Corp. (“Spartan”), at an exercise price of $11.50 per share of Class A Common Stock, and (ii) up to 18,400,000 shares of Class A Common Stock that are issuable upon the exercise of 18,400,000 warrants (the “Public Warrants” and, together with the Private Warrants, the “Warrants”) originally issued in the IPO of Spartan, at an exercise price of $11.50 per share of Class A Common Stock.

The Prospectus and this prospectus supplement also relates to the offer and sale from time to time by the selling securityholders named in the Prospectus (the “Selling Securityholders”) of up to 133,785,596 shares of Class A Common Stock, including (i) 28,356,906 shares of Class A Common Stock issued pursuant to the Business Combination Agreement (as defined in the Prospectus) as Merger Consideration (as defined in the Prospectus), (ii) 13,358,824 Conversion Shares (as defined in the Prospectus), (iii) 9,360,000 shares of Class A Common Stock that may be issued upon exercise of the Private Warrants, (iv) 13,235,412 Executive Shares (as defined in the Prospectus), (v) up to 19,474,454 shares of Class A Common Stock that may be issued upon exercise of 19,474,454 warrants originally issued in a private placement to Magna International Inc. in connection with entering into a cooperation agreement, at an exercise price of $0.01 per share of Class A Common Stock (the “Magna Warrants”), and (vi) 50,000,000 PIPE Shares (as defined in the Prospectus).

Our Common Stock is listed on the New York Stock Exchange under the symbol “FSR”. On May 6, 2021, the closing price of our Class A Common Stock was $11.37. Following our announcement on March 19, 2021 offering cashless redemption of the Public Warrants, as of April 19, 2021, no Public Warrants or Private Warrants remain outstanding, and the Warrants have been delisted from the New York Stock Exchange.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

See the section entitled “Risk Factors” beginning on page 8 of the Prospectus to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

You are cordially invited to attend the 2021 Annual Meeting of Stockholders, or the Annual Meeting, of Fisker Inc., on Tuesday, June 8, 2021 at 8:00 a.m. Pacific Time. Due to the public health impact of the coronavirus (COVID-19) pandemic and to support the health and well-being of our stockholders, business partners, employees and board of directors, the Annual Meeting will be a completely virtual meeting, conducted only via live webcast on the internet at www.virtualshareholdermeeting.com/FSR2021. There will be no physical location for the Annual Meeting. You will be able to attend and participate in the Annual Meeting online, submit questions during the meeting and vote your shares electronically. In addition, although the live webcast is available only to stockholders at the time of the meeting, following completion of the Annual Meeting, a webcast replay will be posted to the Investor Relations section of our website at https://investors.fiskerinc.com.

The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement. The Annual Meeting materials include the notice, the proxy statement, our annual report and the proxy card, each of which is enclosed.

Please use this opportunity to take part in our affairs by voting on the business to come before the Annual Meeting. You will receive a Notice of Internet Availability of Proxy Materials, or the Notice, which we expect to mail on or about April 26, 2021, unless you have previously requested to receive our proxy materials in paper form. Only stockholders of record at the close of business on April 12, 2021 may vote at the Annual Meeting and any postponements or adjournments of the meeting. All stockholders are cordially invited to participate in the Annual Meeting and any postponements or adjournments of the meeting. However, to ensure your representation at the Annual Meeting, please vote as soon as possible by using the internet or telephone, as instructed in the Notice. Alternatively, you may follow the procedures outlined in the Notice to request a paper proxy card to submit your vote by mail. Returning the paper proxy card or voting electronically does NOT deprive you of your right to participate in the virtual meeting and to vote your shares for the matters acted upon at the meeting.

Your vote is important. Whether or not you expect to attend and participate in the Annual Meeting, please submit your proxy electronically via the Internet or by telephone by following the instructions in the Notice or if you asked to receive the proxy materials in paper form, please complete, sign and date the proxy card and return it in the postage paid envelope provided.

The accompanying proxy is solicited on behalf of our board of directors of Fisker Inc., or Fisker, for use at Fisker’s 2021 Annual Meeting of Stockholders (the “Annual Meeting” or “meeting”) to be held on Tuesday, June 8, 2021 at 8:00 a.m. Pacific Time via live webcast on the internet at www.virtualshareholdermeeting.com/FSR2021. References in this proxy statement, or Proxy Statement, to “we,” “us,” “our,” “the Company” or “Fisker” refer to Fisker Inc.

We will mail, on or about April 26, 2021, the Notice of Internet Availability of Proxy Materials, or the Notice, to our stockholders of record and beneficial owners at the close of business on April 12, 2021. On the date of mailing of the Notice, all stockholders and beneficial owners will have the ability to access all of the proxy materials on a website referred to in the Notice. These proxy materials will be available free of charge.

The Notice will identify the website where the proxy materials will be made available; the date, the time and location of the Annual Meeting; the matters to be acted upon at the meeting and our board of directors’ recommendations with regard to each matter; a toll-free telephone number, an e-mail address, and a website where stockholders can request a paper or e-mail copy of the Proxy Statement; our Annual Report on Form 10-K for the year ended December 31, 2020, and a form of proxy relating to the Annual Meeting; information on how to access the form of proxy; and information on how to participate in the meeting and vote in person.

Our employees are critical to our success. As of April 12, 2021, we had 182 employees. We have a proven and experienced leadership team, having been involved in numerous electric car development programs with decades of auto industry and business experience. Prior to joining our Company, many of our employees had prior experience developing and manufacturing electric cars. None of our employees are either represented by a labor union or subject to a collective bargaining agreement.

As a rapidly growing business, we rely on the success of our recruitment efforts to attract and retain technically skilled people who can support our ongoing innovation and expansion. We are inclusive in our hiring practices focusing on the best talent for the role, welcoming all genders, nationalities, ethnicities, abilities and other dimensions of diversity.

We aim to provide our employees with advanced professional and development skills so that they can perform effectively in their roles and build their capabilities and career prospects for the future.

We firmly believe that working in a culture focused on diversity, equity and inclusion spurs innovation, creates healthy and high-performing teams, and delivers superior customer experiences. We aim to provide equal opportunity for all employees and we believe no employee should be discriminated against due to race, color, religion, gender, gender identity, gender expression, sexual orientation, ancestry, national origin, age, marital or veteran status, or disability. Even the composition of our board is a reflection of our commitment to diversity and inclusion.

We have a strong commitment to good corporate governance practices. These practices provide an important framework within which our board of directors, its committees and our management can pursue our strategic objectives in order to promote the interests of our stockholders.

Our board of directors has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards, board committee structure and functions and other policies for the governance of our Company. Our Corporate Governance Guidelines are available without charge on the Investor Relations section of our website, which is located at https://investors.fiskerinc.com by clicking on “Governance Documents” in the “Governance” section of our website. Our Corporate Governance Guidelines are subject to modification from time to time by our board of directors pursuant to the recommendations of our nominating and corporate governance committee.

Our Corporate Governance Guidelines provide that our board of directors shall be free to choose its Chairperson in any way that it considers in the best interests of our Company, and that our nominating and corporate governance committee periodically considers the leadership structure of our board of directors and makes such recommendations to our board of directors with respect thereto as appropriate. In addition, our Corporate Governance Guidelines provide that, when the positions of Chairperson and Chief Executive Officer are held by the same person, our board of directors will designate a Lead Independent Director. We established a Lead Independent Director role with broad authority and responsibility, as described further below. The independent members of the board of directors also meet in executive session without management, which provides the board of directors with the benefit of having the perspective of independent directors. The Lead Independent Director chairs these meetings.

Henrik Fisker is the Chairman of our board of directors and our President and Chief Executive Officer. This allows the board of directors to benefit from Mr. Fisker’s in-depth knowledge of our business and industry, and his ability to effectively identify strategic priorities and formulate and implement strategic initiatives. Mr. Fisker founded and has led Fisker since its inception. As President and Chief Executive Officer, Mr. Fisker is also intimately involved in our day-to-day operations and is thus in a position to elevate the most critical business issues for consideration by the board of directors. The board of directors believes that Mr. Fisker’s strategic vision for the business, his in-depth knowledge of our operations, the EV industry, and his experience serving as the Chairman of the board and Chief Executive Officer since Legacy Fisker’s inception make him well qualified to serve as both Chairman of the board and Chief Executive Officer. Our independent directors bring experience, oversight and expertise from outside of our Company, while Mr. Fisker brings company-specific experience and expertise. Our board of directors believes that Mr. Fisker's combined role enables strong leadership, creates clear accountability, and enhances our ability to

communicate our message and strategy clearly and consistently to stockholders. Accordingly, our board of directors has determined that the combined role of Chairman and Chief Executive Officer with a strong lead independent director provides balance and is the best leadership structure for us at the current time and is in the best interests of our Company and our stockholders.

In March 2021, our board of directors appointed William R. McDermott to serve as our Lead Independent Director. The responsibilities of the Lead Independent Director include:

One of the key functions of our board of directors is informed oversight of our risk management process. Although our board of directors does not have a standing risk management committee, it administers this oversight function directly through the board of directors as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. Areas of focus include economic, operational, financial (accounting, credit, investment, liquidity and tax), competitive, legal, regulatory, cybersecurity, privacy, compliance and reputational risks, and more recently, risk exposures related to COVID-19. The risk oversight responsibility of our board of directors and its committees is supported by our management reporting processes, which are designed to provide visibility to our board of directors and to our personnel who are responsible for risk assessment and information about the identification, assessment and management of critical risks, and our management’s risk mitigation strategies.

Our audit committee is responsible for reviewing and discussing our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies with respect to risk assessment and risk management. The audit committee also monitors compliance with legal and regulatory requirements and assists our board of directors in fulfilling its oversight responsibilities with respect to risk management. Our nominating and corporate governance committee assesses risks related to our corporate governance practices, the independence of our board of directors and monitors the effectiveness of our governance guidelines. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

We believe this division of responsibilities is an effective approach for addressing the risks we face and that our board leadership structure supports this approach.

Our board of directors has determined that each of the members of our board of directors other than Mr. Fisker and Dr. Gupta is “independent” as defined under the listing rules of the NYSE, and our board of directors consists of a majority of “independent directors,” as defined under the rules of the SEC and NYSE listing rules relating to director independence requirements. Our board of directors has also determined that all members of our audit committee, compensation committee and nominating and corporate governance committee are independent and satisfy the relevant SEC and NYSE independence requirements for such committees.

In addition, audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in such member’s capacity as a member of the audit committee, the board of directors or any other board committee (i) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (ii) be an affiliated person of the listed company or any of its subsidiaries.

Henrik Fisker and Dr. Geeta Gupta control a majority of the voting power of our outstanding capital stock. As a result, we are a “controlled company” under NYSE rules. As a controlled company, we are exempt from certain NYSE corporate governance requirements, including those that would otherwise require our board of directors to have a majority of independent directors and require that we either establish compensation and nominating and corporate governance committees, each comprised entirely of independent directors, or otherwise ensure that the compensation of our executive officers and nominees for directors are determined or recommended to the board of directors by the independent members of the board of directors. While we do not currently intend to rely on any of these exemptions, we will be entitled to do so for as long as we are considered a “controlled company,” and to the extent we rely on one or more of these exemptions, holders of our capital stock will not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements.

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below. Each of these committees has a written charter approved by our board of directors. Copies of the charters for each committee are available on the Investor Relations section of our website, which is located at https://investors.fiskerinc.com by clicking on “Governance Documents” in the “Governance” section of our website. Members serve on these committees until (i) they resign from their respective committee, (ii) they no longer serve as a director or (iii) as otherwise determined by our board of directors.

Our audit committee consists of Wendy J. Greuel, Mark E. Hickson and William R. McDermott, with Wendy J. Greuel serving as audit committee chairperson. The board of directors has determined that Wendy J. Greuel, Mark E. Hickson and William R. McDermott each meet the requirements for independence and financial literacy under the current NYSE listing standards and SEC rules and regulations, including Rule 10A-3. In addition, the board of directors has determined that Ms. Greuel, Mr. Hickson and Mr. McDermott each qualifies as an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K promulgated under the Securities Act. This designation does not impose any duties, obligations, or liabilities that are greater than are generally imposed on members of the audit committee and the board of directors. The audit committee is responsible for, among other things:

The audit committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of NYSE, and which is available on our website. All audit services to be provided to us and all permissible non-audit services, to be provided to us by our independent registered public accounting firm will be approved in advance by the audit committee.

Our compensation committee consists of Nadine I. Watt and Roderick K. Randall. Ms. Watt is the chairperson of the compensation committee. The board of directors has determined that the composition of the compensation committee meets the requirements for independence under the current NYSE listing standards and SEC rules and regulations. Each member of the committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act. The compensation committee is responsible for, among other things:

The compensation committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of NYSE, and which is available on our website.

Our nominating and corporate governance committee consists of Mitchell S. Zuklie and Mark E. Hickson. Mr. Zuklie is the chairperson of the nominating and corporate governance committee. The board of directors has determined that the composition of the nominating and corporate governance committee will meet the requirements for independence under the current NYSE listing standards and SEC rules and regulations. The nominating and corporate governance committee is responsible for, among other things:

The nominating and corporate governance committee operates under a written charter, which satisfies the applicable rules of the SEC and the NYSE listing standards and is available on our website.

None of the members of the compensation committee is or has been at any time one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board or compensation committee (or other board of directors committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving as a member of the board or compensation committee.

Our board of directors and its committees meet regularly throughout the year, and also hold special meetings and act by written consent from time to time. The board of directors met nine times during the fiscal year ended December 31, 2020. The audit committee met four times during the fiscal year ended December 31, 2020. The compensation committee met three times during the fiscal year ended December 31, 2020. The nominating and corporate governance committee did not meet during the fiscal year ended December 31, 2020.

During 2020, each member of our board of directors attended at least 75% of the aggregate of all meetings of our board of directors and of all meetings of committees of our board of directors on which such member served that were held during the period in which such director served.

Our policy is to invite and encourage each member of our board of directors to be present at our annual meetings of stockholders. This Annual Meeting will be our first annual meeting of stockholders.

Stockholders and interested parties who wish to communicate with our board of directors, non-management members of our board of directors as a group, a committee of our board of directors or a specific member of our board of directors (including our Chairperson or Lead Independent Director) may do so by letters addressed to the attention of our Corporate Secretary.

All communications are reviewed by the Corporate Secretary and provided to the members of our board of directors as appropriate. Unsolicited items, sales materials, abusive, threatening or otherwise inappropriate materials and other routine items and items unrelated to the duties and responsibilities of our board of directors will not be provided to directors.

The address for these communications is:

We have adopted a Code of Business Conduct and Ethics that applies to all of the members of our board of directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our Code of Business Conduct and Ethics is posted on the Investor Relations section of our website, which is located at https://investors.fiskerinc.com by clicking on “Governance Documents” in the “Governance” section of our website. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our website at the location specified above.

Candidates for nomination to our board of directors are selected by our board of directors based on the recommendation of our nominating and corporate governance committee in accordance with its charter, our amended and restated certificate of incorporation and amended and restated bylaws, our Corporate Governance Guidelines and the criteria approved by our board of directors regarding director candidate qualifications. In recommending candidates for nomination, our nominating and corporate governance committee considers candidates recommended by directors, officers, employees, stockholders and others, using the same criteria to evaluate all candidates.

Additional information regarding the process for properly submitting stockholder nominations for candidates for nomination to our board of directors is set forth above under “Requirements for Stockholder Proposals to be considered for inclusion in our proxy materials for our 2022 Annual Meeting” and “Requirements for Stockholder Proposals to be presented at our 2022 Annual Meeting.”

With the goal of developing a diverse, experienced and highly qualified board of directors, our nominating and corporate governance committee is responsible for developing and recommending to our board of directors the desired qualifications, expertise and characteristics of members of our board of directors, including any specific minimum qualifications that the committee believes must be met by a committee-recommended nominee for membership on our board of directors and any specific qualities or skills that the committee believes are necessary for one or more of the members of our board of directors to possess.

Because the identification, evaluation and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors, and will be significantly influenced by the particular needs of our board of directors from time to time, our board of directors has not adopted a specific set of minimum qualifications, qualities or skills that are necessary for a nominee to possess, other than those that are necessary to meet U.S. legal, regulatory and NYSE listing requirements and the provisions of our amended and restated certificate of incorporation and amended and restated bylaws, our Corporate Governance Guidelines and the charters of the committees of our board of directors. When considering nominees, our nominating and corporate governance committee may take into consideration many factors including, among other things, a candidate’s independence, integrity, diversity, skills, financial and other expertise, breadth of experience, knowledge about our business or industry and ability to devote adequate time and effort to responsibilities of our board of directors in the context of its existing composition. Our board of directors does not have a formal policy with respect to diversity and inclusion; however, it affirms the value placed on diversity within our company. Through the nomination process, our nominating and corporate governance committee seeks to promote board membership that reflects a diversity of business experience, expertise, viewpoints, personal backgrounds and other characteristics that are expected to contribute to our board of directors’ overall effectiveness. Further, our board of directors is committed to actively seeking highly qualified women and individuals from minority groups to include in the pool from which new candidates are selected. The brief biographical description of each director set forth in “Proposal One: Election of Directors” below includes the primary individual experience, qualifications, attributes and skills of each of our directors that led to the conclusion that each director should serve as a member of our board of directors at this time.

Our board of directors currently consists of eight directors and is divided into three classes, with staggered three-year terms, pursuant to our amended and restated certificate of incorporation and our amended and restated bylaws. Directors in Class I will stand for election at the Annual Meeting. The terms of office of directors in Class II and Class III expire at our Annual Meetings of Stockholders to be held in 2022 and 2023, respectively. At the recommendation of our nominating and corporate governance committee, our board of directors proposes that each of the three Class I nominees named below, each of whom is currently serving as a director in Class I, be elected as a Class I director for a three-year term expiring at our 2024 Annual Meeting of Stockholders or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal.

Shares represented by proxies will be voted “FOR” the election of each of the three nominees named below, unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than three directors. Stockholders may not cumulate votes for the election of directors.

The nominees and their ages, occupations and lengths of service on our board of directors as of April 12, 2021 are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

Wendy J. Greuel has served on our board of directors since October 2020 and prior to this, served as a director of Legacy Fisker since June 2020. Since 2013, Ms. Greuel has served as a consultant to the Discovery Cube Science Center. In addition, Ms. Greuel has served as Executive in Residence and Strategic Advisor at the David Nazarian College of Business and Economics (DNCBE), California State University Northridge (CSUN), since 2016. Previously, Ms. Greuel served as the Controller for the City of Los Angeles from 2009 to 2013. Ms. Greuel holds a Bachelor of Arts in Political Science from the University of California, Los Angeles. We believe that Ms. Greuel’s extensive executive and professional experience as a business consultant qualify her to serve as a director.

Roderick K. Randall has served on our board of directors since October 2020 and prior to this, served as a director of Legacy Fisker since March 2018. Since 2010, Mr. Randall has been an Executive Partner at Siris Capital Group, LLC, a private equity firm focused on taking private public technology companies and spinouts of major corporations. Mr. Randall currently serves on the boards of the following private companies: MagLev Aero, Inc., Mavenir Systems, Inc., and Stratus Technologies, Inc. He is also a member of the board of Trustees at Vaughn College of Aeronautics and Technology, a private college in East Elmhurst, New York, specializing in aviation and engineering education. Mr. Randall holds a Bachelor of Electrical Engineering with Highest Honor from The Georgia Institute of Technology, and a Master of Sciences in Electrical Engineering and Computer Science from the University of California, Berkeley. We believe that Mr. Randall is qualified to serve as a director because of his extensive experience in the technology industry, his experience as a venture capitalist and his service on multiple boards of various technology companies.

Mitchell S. Zuklie has served as Chairman and Chief Executive Officer of Orrick, Herrington & Sutcliffe LLP since 2012 where he is a partner. As a corporate lawyer with approximately 25 years of experience representing public and private companies with structuring, negotiating and managing sophisticated securities and corporate transactional matters, he has extensive experience with federal and state securities laws, public debt and equity financings, mergers and acquisitions, corporate venture transactions, joint ventures and strategic alliances, emerging company formation

and management, and corporate governance matters. He serves on the Boards of the Leadership Council for Legal Diversity and the Berkeley Center for Law and Business and the Advisory Boards of the Stanford Law School Center on the Legal Profession and the Harvard Law School Center on the Legal Profession. He is also a member of the Board of the Wild Salmon Center. Mr. Zuklie holds a Juris Doctorate from the University of California, Berkeley School of Law, and a Bachelor of Arts degree from Bowdoin College. We believe Mr. Zuklie’s legal and business background including his management experience, qualify him to serve on our board of directors.

The directors who are serving for terms that end following the Annual Meeting and their ages, occupations and lengths of service on our board of directors as of April 12, 2021 are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

Henrik Fisker has served as Chairman of the board of directors and as our Chief Executive Officer since October 2020 and prior to this, served as Chief Executive Officer of Legacy Fisker since September 2016 and as President since October 2020, and he is married to Dr. Geeta Gupta, his co-founder and our Chief Financial Officer, Chief Operating Officer and a member of our board of directors. Although Mr. Fisker spends significant time with Fisker and is highly active in our management, he does not devote his full time and attention to Fisker. Since 2013, Mr. Fisker has served as Managing Member of HF Design LLC., or HF Design. Mr. Fisker served as a Senior Advisor at McKinsey & Company where he worked from 2013 to 2016. In addition, from 2015 to 2017, he served as the Chief of Product and Design of VLF Automotive, LLC, which he co-founded. From 2007 to 2011, Mr. Fisker served as Chief Executive Officer and Chief Design Officer of Fisker Automotive, Inc., which he co-founded, and he served as Executive Chairman from 2012 to 2013. In 2013, Fisker Automotive, Inc. voluntarily filed for Chapter 11 bankruptcy with the United States Bankruptcy Court for the District of Delaware after Mr. Fisker had stepped down as its Executive Chairman. Prior to that, from 2000 to 2005, Mr. Fisker served as Creative Director at Ford Motor Company and Design Director at Aston Martin Lagonda Ltd, which was a subsidiary of Ford Motor Company at the time. He was also the Designer at Bayerische Flugzeugwerke AG, or BMW, from 1999 to 2000. Mr. Fisker holds a Bachelor of Science in Automotive Design from the ArtCentre College of Design, California. We believe that Mr. Fisker is qualified to serve as a director because of his operational and historical expertise gained from serving as our Chief Executive Officer, and his extensive professional and educational experience in the automotive industry.

Dr. Geeta Gupta has served as our Chief Financial Officer and as a member of the board of directors since October 2020 and as Chief Operating Officer since March 2021. Prior to this, Dr. Gupta served as Chief Financial Officer of Legacy Fisker since September 2016, and she is married to Henrik Fisker, her co-founder and our Chief Executive Officer and Chairman of our board of directors. Prior to founding Fisker, Dr. Gupta served as an Entrepreneur and Investment Manager for the Fisker family from 2014 to 2020. Previously, Dr. Gupta served as an Investment Advisor at the Alfred Mann Foundation from 2013 to 2014. Dr. Gupta holds a Bachelor’s Degree in Zoology/Animal Biology from Maitrey College, New Delhi, India, a Master’s Degree in Biotechnology from the University of Kent, United Kingdom, a Doctor of Philosophy, Ph.D., in Biotechnology/Organic Chemistry from the University of Cambridge, United Kingdom, where she was an EPSRC Postdoctoral Research Newton Fellow. We believe that Dr. Gupta is qualified to serve as a director because of her historical expertise gained from serving as our Chief Financial Officer, Chief Operating Officer and her financial and investing experience.

Mark E. Hickson has served on our board of directors since October 2020 and prior to this, served as a director of Legacy Fisker since July 2020. Since 2012, Mr. Hickson has served as the Executive Vice President of Corporate Development, Strategy, Quality & Integration at NextEra Energy, Inc., a public company. Mr. Hickson also serves as the Executive Vice President of Corporate Development, Strategy, Quality & Integration at NextEra Energy Partners, LP, an affiliate of NextEra Energy, Inc., and Mr. Hickson serves on its board of directors. Previously, Mr. Hickson served as a Managing Director of Global M&A in the Global Energy & Power Group at Merrill Lynch & Co. Mr. Hickson holds a Bachelor of Science in Aerospace Engineering from Texas A&M University, and a Master of Business Administration, Finance from Columbia University, New York. We believe that Mr. Hickson’s extensive executive and professional experience in the energy industry qualify him to serve as a director.

William R. McDermott has served as a member of the board of directors since October 2020 and prior to this, served as a director of Legacy Fisker since October 2020. Previously, Mr. McDermott has served as the Chief Executive Officer of ServiceNow, Inc., a public digital workflow company, since November 2019. From 2010 through 2014, Mr. McDermott served as Co-Chief Executive Officer, and from 2014 until October 2019, as sole Chief Executive Officer, of SAP SE, or SAP, a multinational software company providing enterprise software. Mr. McDermott joined SAP in 2002 as Chief Executive Officer of SAP America, Inc., and served on the SAP Executive Board from 2008 until October 2019. Prior to joining SAP, Mr. McDermott served as Executive Vice President of Worldwide Sales and Operations at Siebel CRM Systems, Inc. from 2001 to 2002 and served as President of Gartner, Inc. from 2000 to 2001. Mr. McDermott also serves as a member of the board of directors of ServiceNow, Inc. Mr. McDermott holds a Bachelor’s Degree from Dowling College, New York, a Master of Business Administration from Northwestern University’s Kellogg School of Management and participated in the Executive Development Program of the Wharton School, University of Pennsylvania. We believe Mr. McDermott is qualified to serve as a director because of his extensive executive experience in the technology industry, including his leadership experience with a leading global business, as Chief Executive Officer, and his service on a number of public company boards which provides an important perspective on operations, finance and corporate governance.

Nadine I. Watt has served on our board of directors since October 2020 and prior to this, served as a director of Legacy Fisker since June 2020. Ms. Watt has served as the Chief Executive Officer of Watt Companies, Inc. since December 2019. She previously served as President from 2011 to 2019. She joined Watt Companies, Inc. in 2000 as an asset and project manager and she has served in various positions of increasing responsibility culminating in her current role as Chief Executive Officer. In addition, Ms. Watt has served as the Chair of the Los Angeles Business Council since 2015. She previously served on the board of two publicly traded companies: 1st Century Bancshares, Inc., from May 2008 until 2017 and The New Home Company Inc., from 2009 to 2018. Ms. Watt received her Bachelor of Science in Foreign Service from the Georgetown University School of Foreign Service, Washington D.C. and her Master of Arts from the School of Cinematic Arts at the University of Southern California. We believe that Ms. Watt is qualified to serve as a director because of her extensive experience in management and her prior service on a number of public company boards, which provides an important perspective on operations and corporate governance matters.

Dr. Geeta Gupta, one of our directors, is married to Henrik Fisker, one of our directors. There are no other family relationships among our directors or executive officers.

The following table provides information concerning compensation awarded to, earned by and paid to each person who served as a non-employee member of our board of directors during the fiscal year ended December 31, 2020. Mr. Fisker and Dr. Gupta are not included in the table below, as they are employed as our Chief Executive Officer, and Chief Financial Officer and Chief Operating Officer, respectively, and receive no compensation for their service as directors. The compensation received by each of Mr. Fisker and Dr. Gupta as an employee is shown in “Executive Compensation-Summary Compensation Table” below.

Prior to October 2020, we did not have a formal policy to compensate our non-employee directors. Effective October 2020, in connection with the Closing, we adopted our Outside Director Compensation Policy, or the Director Compensation Policy, pursuant to which we pay each non-employee director an annual cash retainer for service on the board of directors and an additional annual cash retainer for service on each committee on which the director is a member, which is paid quarterly in arrears. Our Lead Independent Director and the chair of each committee will receive higher annual cash retainers for such service. The fees paid to non-employee directors for service on the board of directors and for service on each committee of the board of directors of which the director is a member are as follows:

The Director Compensation Policy provides that upon initial election to our board, a new non-employee director will be granted restricted stock units of our Class A common stock, or the Initial RSU Grant, having a fair market value of $200,000, pro-rated based on the number of full months that are expected to lapse between the non-employee director’s appointment to our board of directors and the next annual meeting of our stockholders. The Initial RSU

Grant will vest in equal installments on each full quarterly anniversary from the Company’s last annual meeting that are expected to lapse between the non-employee director’s appointment to our board of directors and the next annual meeting of our stockholders, subject to the applicable non-employee director’s continued service as a member of our board of directors through each such vesting date.

In addition, the Director Compensation Policy provides that on the date of each of our annual meetings of stockholders following the Business Combination, each non-employee director who will continue as a director following such meeting will be granted an annual award of restricted stock units of Class A common stock, or Continuing Director Annual RSUs, having a fair market value of $200,000. Each Continuing Director Annual RSUs shall vest in equal quarterly installments over the 12-month period following the grant date, subject to the applicable non-employee director’s continued service as a member of our board of directors through each such vesting date.

All vesting is subject to the non-employee director’s continued service as a member of our board of directors through each applicable vesting date. Notwithstanding the foregoing, for each non-employee director who remains in continuous service as a member of our board of directors until immediately prior to the consummation of a change in control in our Company, any unvested portion of any restricted stock unit award granted in consideration of such non-employee director’s service as a member of our board of directors will vest in full immediately prior to, and contingent upon, the consummation of a change in control of our Company.

Employee directors receive no additional compensation for their service as a director.

We also reimburse our directors for their reasonable out-of-pocket expenses in connection with attending meetings of our board of directors and committees.

The non-employee director compensation program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.

On April 5, 2021, our audit committee approved the engagement of PricewaterhouseCoopers LLP (“PwC”), subject to completion of PwC’s standard client acceptance procedures and execution of an engagement letter, as our independent registered public accounting firm to audit our consolidated financial statements for the year ending December 31, 2021. PwC replaced Deloitte & Touche LLP (“Deloitte”), our independent registered public accounting firm for the fiscal year ended December 31, 2020. Deloitte was notified of the dismissal on April 5, 2021.

Deloitte’s report on our consolidated financial statements for each of the years ended December 31, 2020 and 2019, did not contain any adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, with the exception that Deloitte’s report as of December 31, 2019 and 2018 and for each of the two years in the period ended December 31, 2019, dated August 7, 2020, contained the following paragraph: “The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations. The Company has stated that substantial doubt exists about its ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.”

During the years ended December 31, 2020 and 2019, and the subsequent interim period through April 5, 2021, there were no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused it to make a reference to the subject matter of the disagreement in connection with its report covering such years. As of December 31, 2019, we identified material weaknesses as of the years ended December 31, 2019 and 2018 in internal control over financial reporting, which related to: (a) our risk assessment process, including as it relates to fraud risks; (b) general segregation of duties, including the review and approval of journal entries; and (c) precision level to ensure accruals were recorded in the correct period. These material weaknesses were remediated as of December 31, 2020. In addition, there were no “reportable events,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K during the years ended December 31, 2020 and 2019, and the subsequent interim period through April 5, 2021, other than the material weaknesses described herein.

We provided Deloitte with a copy of the disclosures we made pursuant to Item 4.01 in our Current Report on Form 8-K filed with the SEC on April 9, 2021, and requested that Deloitte furnish a letter addressed to the SEC, which is filed as Exhibit 16.1 to such Current Report on Form 8-K, stating whether it agrees with such disclosures, and, if not, stating the respects in which it does not agree.

In reaching the decision to select and appoint PwC, the audit committee performed an extensive review process, including consideration of the firm’s extensive electric car industry experience, expansive global network and understanding of our business and ability to enable a seamless transition.

During the years ended December 31, 2020 and 2019, and the subsequent interim period through April 5, 2021, neither we nor anyone on our behalf consulted with PwC regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our consolidated financial statements, and no written report or oral advice was provided to us by PwC that PwC concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

Our audit committee has selected PwC as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending December 31, 2021 and recommends that our stockholders vote for the ratification of such selection. The ratification of the selection of PwC as our independent

registered public accounting firm for the fiscal year ending December 31, 2021 requires the affirmative vote of a majority of the number of votes cast “FOR” and “AGAINST” the proposal. In the event that PwC is not ratified by our stockholders, the audit committee will review its future selection of PwC as our independent registered public accounting firm.

Representatives of PwC are expected to be present at the Annual Meeting and they will be given an opportunity to make a statement at the Annual Meeting if they desire to do so, and will be available to respond to appropriate questions.

In connection with the Closing on October 29, 2020, WithumSmith+Brown, PC., (“WithumSmith”), was dismissed as our independent registered accounting firm. This decision was approved by our board of directors.

The report of WithumSmith, independent registered public accounting firm, dated March 12, 2020, on our financial statements as of December 31, 2019, and for the period from October 13, 2017 (inception) through December 31, 2019, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles other than our ability to continue as a going concern due to our obligation to either complete a business combination by the close of business on August 14, 2020, or cease all operations except for the purpose of winding down and liquidating. During the period of WithumSmith’s engagement by us, during the period from October 13, 2017 (inception) to December 31, 2019, and the subsequent period through October 28, 2020, there were no disagreements with WithumSmith on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of WithumSmith, would have caused it to make a reference to the subject matter of the disagreement in connection with its report covering such period. In addition, no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K, occurred within the period of WithumSmith’s engagement and the subsequent interim period preceding WithumSmith’s dismissal.

We provided WithumSmith with a copy of the disclosures we made pursuant to Item 4.01 in our Current Report on Form 8-K filed with the SEC on November 4, 2020, and requested that WithumSmith furnish a letter addressed to the SEC, which is filed as Exhibit 16.1 to such Current Report on Form 8-K, stating whether it agrees with such disclosures, and, if not, stating the respects in which it does not agree.

In connection with the Closing on October 29, 2020, the board of directors approved the appointment of Deloitte as our independent registered accounting firm. Deloitte served as the independent registered accounting firm for Legacy Fisker.

During the period from October 13, 2017 (inception) through December 31, 2019, and the subsequent period through October 28, 2020, Spartan did not consult Deloitte regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us or oral advice was provided that Deloitte concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

As described above, Deloitte was appointed as our independent registered accounting firm in October 2020, upon the dismissal of WithumSmith. Deloitte has audited the financial statements of Legacy Fisker since 2017. The fees of Deloitte presented below are not representative of the fees to be billed by Deloitte for Fisker as a public company, but are presented solely to provide our stockholders with a basis to understand our historical relationship with Deloitte.

The following tables present the aggregate fees billed by Deloitte and WithumSmith to us (including Legacy Fisker, in the case of Deloitte) for the years ended December 31, 2020 and 2019.

Our audit committee’s policy is to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm, the scope of services provided by our independent registered public accounting firm and the fees for the services to be performed. These services may include audit services, audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Our independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by our independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date.

Prior to the Business Combination, all of the services listed in the table above provided by WithumSmith were approved by Spartan in accordance with its policies then in effect. Following the Business Combination, all of the services listed in the table above provided by Deloitte were approved by our audit committee.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL TWO.

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 12, 2021 by:

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned by them, subject to community property laws where applicable. Shares of our common stock subject to stock options or warrants that are currently exercisable or exercisable within 60 days of April 12, 2021 are deemed to be outstanding and to be beneficially owned by the person holding the stock options or warrants for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Percentage ownership of our common stock is based on 162,053,159 shares of our Class A common stock and 132,354,128 shares of our Class B common stock outstanding on April 12, 2021. Unless otherwise indicated, the address of each of the individuals and entities named below is c/o Fisker Inc., 1888 Rosecrans Avenue, Manhattan Beach, California 90266.

Our executive officers and their ages as of April 12, 2021 and positions with Fisker are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

Our board of directors chooses our executive officers, who then serve at the discretion of our board of directors. Dr. Geeta Gupta, our Chief Financial Officer and Chief Operating Officer, is married to Henrik Fisker, our Chairman, President and Chief Executive Officer. There are no other family relationships among our directors or executive officers.

Henrik Fisker. For a brief biography of Mr. Fisker, please see “Proposal One: Election of Directors-Continuing Directors.”

Dr. Geeta Gupta. For a brief biography of Dr. Gupta, please see “Proposal One: Election of Directors-Continuing Directors.”

Dr. Burkhard J. Huhnke has served as our Chief Technical Officer since October 2020 and prior to this, held the same position with Legacy Fisker from July 2020. Previously, Dr. Huhnke served as the Vice President Automotive at Synopsys Inc., from 2018 to July 2020. Prior to this, from 2016 to 2018, Dr. Huhnke served as the Senior Vice President of e-mobility at Volkswagen of America, Inc. From 2011 to 2014, Dr. Huhnke served as the Senior General Manager of Electronics Development at Volkswagen AG. Dr. Huhnke holds an electrical engineering diploma and a doctorate in engineering from the Technical University of Braunschweig, Germany.

John C. Finnucan IV has served as our Chief Accounting Officer since October 2020. Previously, Mr. Finnucan served as a Partner in the Americas Professional Practice, Auditing at Ernst & Young LLP from July 2019 to October 2020. Mr. Finnucan joined Ernst & Young LLP (“E&Y”) in 1994 as a Staff and Senior Accountant and he served in various leadership positions of increasing responsibility culminating in his role as Partner in the Americas Professional Practice, Auditing, including E&Y’s Global professional practice, capital markets center (Tokyo, Japan) from November 2003 through June 2010; he served as Co-Market Leader at E&Y’s West Region, Financial Accounting Advisory Services from July 2010 to December 2011; and from May 2016 to June 2019, he served in E&Y’s Americas Professional Practice, Quality & Regulatory Matters. Mr. Finnucan holds a Bachelor of Science degree in accounting from The University of Akron, Ohio.

Our named executive officers for fiscal 2020, which consist of our principal executive officer and the next two most highly compensated executive officers, are:

Henrik Fisker, our President and Chief Executive Officer;

Dr. Geeta Gupta, our Chief Financial Officer and Chief Operating Officer; and

Dr. Burkhard J. Huhnke, our Chief Technology Officer.

The following table provides information concerning compensation awarded to, earned by and paid to each of our named executive officers for services rendered to Legacy Fisker in all capacities during 2019 and 2020:

For 2020, the compensation program for our named executive officers consisted of base salary and certain perquisites.

We have historically paid each of Mr. Fisker and Dr. Gupta an annual base salary equal to the minimum base salary required to be paid under applicable law. Effective August 1, 2020, Dr. Gupta’s annual base salary was increased to $325,000 and effective March 15, 2021, at the request of Dr. Gupta, the board of directors approved a decrease in her annual base salary from $325,000 to $58,240 which is California’s minimum annual wage. On June 23, 2020, Legacy Fisker and Dr. Burkhard Huhnke entered into an employment agreement. Pursuant to this agreement, Dr. Burkhard Huhnke is entitled to a base salary of $350,000 per annum and an annual cash bonus of up to 25% of his base salary. Dr. Huhnke’s base salary was increased to $400,000 per annum effective as of January 2, 2021.

We have not had any formal arrangements with our named executive officers providing for annual cash bonus awards.

The Executive Incentive Bonus Plan, or Bonus Plan, was adopted on October 4, 2020, effective as of the consummation of the Business Combination. The purpose of the Bonus Plan is to motivate and reward eligible officers and employees for their contributions toward the achievement of certain performance goals.

Administration. The Bonus Plan is administered by our compensation committee, which has the discretionary authority to interpret the provisions of the Bonus Plan, including all decisions on eligibility to participate, the establishment of performance goals, the number of awards payable under the plan, and the payment of awards. The compensation committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or part of its authority and powers under the Bonus Plan to one or more of our directors and/or officers.

Performance criteria. The compensation committee may establish cash bonus targets and corporate performance metrics for a specific performance period or fiscal year pursuant to the Bonus Plan. Corporate performance goals may be based on one or more of the following criteria, as determined by the compensation committee and any adjustments thereto established by the compensation committee: (i) sales or non-sales revenue; (ii) return on revenues; (iii) operating income; (iv) income or earnings including operating income; (v) income or earnings before or after taxes, interest, depreciation, and/or amortization; (vi) income or earnings from continuing operations; (vii) net income; (viii) pre-tax income or after-tax income; (ix) net income excluding amortization of intangible assets, depreciation, and impairment of goodwill and intangible assets and/or excluding charges attributable to the adoption of new accounting pronouncements; (x) raising of financing or fundraising; (xi) project financing; (xii) revenue backlog; (xiii) gross margin; (xiv) operating margin or profit margin; (xv) capital expenditures, cost targets, reductions, and savings and expense management; (xvi) return on assets (gross or net), return on investment, return on capital, or return on stockholder equity; (xvii) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (xviii) performance warranty and/or guarantee claims; (xix) stock price or total stockholder return; (xx) earnings or book value per share (basic or diluted); (xxi) economic value created; (xxii) pre-tax profit or after-tax profit; (xxiii) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration or market share, completion of strategic agreements such as licenses, funded collaborations, joint ventures acquisitions, and the like, geographic business expansion, objective customer satisfaction or information technology goals, or intellectual property asset metrics; (xxiv) objective goals relating to divestitures, joint ventures, mergers, acquisitions, and similar transactions; (xxv) objective goals relating to staff management, results from staff attitude and/or opinion surveys, staff satisfaction scores, staff safety, staff accident and/or injury rates, compliance, headcount, performance management, or completion of critical staff training initiatives; (xxvi) objective goals relating to projects, including project completion, timing and/or achievement of milestones, project budget, or technical progress against work plans; (xxvii) key regulatory objectives or milestones; and (xxviii) enterprise resource planning.

However, awards issued to participants may take into account other factors (including subjective factors). Performance goals may differ from participant to participant, performance period to performance period, and from award to award. Any criteria used may be measured, as applicable, (i) in absolute terms, (ii) in relative terms (including, but not limited to, any increase (or decrease) over the passage of time and/or any measurement against other companies or financial or business or stock index metrics particular to us), (iii) on a per share and/or share per capita basis, (iv) against our performance as a whole or against any of our affiliate(s), or a particular segment(s), our business unit(s) or a product(s) or individual project company, (v) on a pre-tax or after-tax basis, and/or (vi) using an actual foreign exchange rate or on a foreign exchange neutral basis.

Service requirement. Unless otherwise determined by the compensation committee, a participant must be actively employed and in good standing with us on the date the award is paid. The compensation committee may make exceptions to this requirement in the case of retirement, death or disability, an unqualified leave of absence or under other circumstances, as determined by the compensation committee in its sole discretion.

Amendment or Termination. The compensation committee may terminate the Bonus Plan at any time, provided such termination shall not affect the payment of any awards accrued under the Bonus Plan prior to the date of the termination. The compensation committee may, at any time, or from time to time, amend or suspend and, if suspended, reinstate, the Bonus Plan in whole or in part.

In 2020, (i) Dr. Burkhard J. Huhnke received a stock option to purchase 10,000 shares of Legacy Fisker Class A common stock and (ii) Dr. Burkhard J. Huhnke received another stock option to purchase 140,000 shares of Legacy Fisker Class A common stock pursuant to the terms of his offer letter. Dr. Burkhard J. Huhnke’s stock options to purchase shares of Legacy Fisker Class A common stock granted pursuant to the 2016 Stock Plan were assumed by Fisker in the Business Combination. In connection with the Business Combination and in accordance with the Merger Transaction, Dr. Burkhard J. Huhnke’s options to purchase 150,000 shares of Class A common stock of Legacy Fisker were converted into options to purchase 407,433 shares of our Class A common stock.

We provide benefits to our named executive officers on the same basis as provided to all of our employees, including health, dental and vision insurance; life insurance; accidental death and dismemberment insurance; and short-and long-term disability insurance; and a tax-qualified Section 401(k) plan for which we do not provide a match. In addition, Mr. Fisker and Dr. Gupta are each entitled to term life insurance with a face amount of $5,000,000 and a $1,000 per month car allowance (and, when available, the use of a Fisker automobile). We do not maintain any executive-specific benefit or perquisite programs.

In September 2020, the compensation committee approved severance benefits for Mr. Fisker and Dr. Gupta after reviewing certain market data provided by the independent consulting firm, Compensia, and taking into account the historically low cash compensation paid to Mr. Fisker and Dr. Gupta. We entered into severance agreements with Mr. Fisker and Dr. Gupta setting forth these severance benefits.

Pursuant to the severance agreement to be entered into with Mr. Fisker, if we terminate Mr. Fisker’s employment without cause or Mr. Fisker resigns for good reason, Mr. Fisker will be entitled to receive a cash payment equal to $9,682,000, plus the amount equal to 24 months of COBRA premium payments, in each case, less applicable withholding taxes and subject to, among other things, executing a general release of claims in favor of the company and complying with the terms of his confidentiality agreement.

Pursuant to the severance agreement to be entered into with Dr. Gupta, if we terminate Dr. Gupta’s employment without cause or Dr. Gupta resigns for good reason, Dr. Gupta will be entitled to receive a cash payment equal to $4,597,500, plus the amount equal to 24 months of COBRA premium payments, in each case, less applicable withholding taxes and subject to, among other things, executing a general release of claims in favor of the company and complying with the terms of her confidentiality agreement.

The following table provides information regarding the outstanding stock option awards held by our named executive officers as of December 31, 2020.

Under the terms of our insider trading policy, no employees, contractors, consultants and members of our board of directors (and their respective family members and any affiliated entities, such as venture capital funds) may engage in hedging or monetization transactions involving our securities, such as prepaid variable forward contracts, equity swaps, collars or exchange funds. In addition, such persons may not hold our securities in a margin account or pledge our securities as collateral for a loan unless the pledge has been approved by our Compliance Officer.

We currently maintain the following equity compensation plans that provide for the issuance of shares of our Class A common stock to our officers and other employees, directors and consultants, each of which has been approved by our stockholders: our 2020 Equity Incentive Plan (the 2020 Plan which, prior to its restatement in connection with the Business Combination, was called the Fisker Inc. 2016 Stock Plan) and our 2020 Employee Stock Purchase Plan or the ESPP.

The following table presents information as of December 31, 2020 with respect to compensation plans under which shares of our common stock may be issued.

In addition to the executive officer and director compensation arrangements discussed above under “Executive Compensation” and “Proposal One: Election of Directors-Director Compensation,” respectively, since January 1, 2019, the following is a description of each transaction since January 1, 2019 and each currently proposed transaction in which:

In October 2017, we issued an aggregate of 14,375,000 shares to Spartan Energy Acquisition Sponsor LLC (our former “Sponsor”) for an aggregate purchase price of $25,000 in cash, or approximately $0.002 per share. In July 2018, our former Sponsor surrendered 2,875,000 shares of its Class B common stock for no consideration. In August 2018, we effected a stock dividend with respect to our Class B common stock of 2,300,000 shares thereof, resulting in our former Sponsor holding an aggregate of 13,800,000 shares of Class B common stock (“Founder Shares”). The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares upon completion of our initial public offering (our “IPO”). In August 2018, our former Sponsor transferred 150,000 Founder Shares to two of our three independent directors at their original purchase price. In July 2019, our former Sponsor transferred 75,000 Founder Shares to John J. MacWilliams, a non-independent member of the Spartan board of directors, at their original purchase price. In April 2020, our former Sponsor transferred 37,500 Founder Shares to our third independent director at their original purchase price.

In connection with the execution of the Business Combination Agreement, on July 10, 2020, our former Sponsor entered into an agreement with us pursuant to which our former Sponsor automatically and irrevocably surrendered and forfeited to us, for no consideration and as a contribution to our capital, 441,176 shares of our Class B common stock, whereupon the shares were canceled.

Our former Sponsor purchased an aggregate of 9,360,000 private placement warrants (the “Private Warrants”) for a purchase price of $1.50 per warrant in a private placement that occurred simultaneously with the closing of our IPO. As such, our former Sponsor’s interest was valued at approximately $14,040,000. Each Private Warrant entitles the holder to purchase one share of our Class A common stock at $11.50 per share. The Private Warrants (including the Class A common stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of the Business Combination. In the first quarter of 2021, our former Sponsor exercised its rights to purchase an aggregate of 9,360,000 shares of our Class A common stock on a cashless basis pursuant to the Private Warrants resulting in the net issuance of 4,907,329 shares of our Class A common stock.

We entered into a forward purchase agreement pursuant to which Apollo Natural Resources Partners II, L.P. (“ANRP II), which is a private investment fund managed by Apollo, agreed to purchase an aggregate of up to 30,000,000 forward purchase units, consisting of 30,000,000 shares of our Class A common stock and 10,000,000 warrants, for $10.00 per unit, or an aggregate maximum amount of $300,000,000, in a private placement. ANRP II’s obligation to purchase forward purchase units was conditioned on our completing an initial business combination with a company engaged in a business that is within the investment objectives of ANRP II and on the initial business combination (including the target assets or business, and the terms of the initial business combination)

being reasonably acceptable to ANRP II. ANRP II concluded that Fisker is not engaged in a business that is within the investment objectives of ANRP II and that the business combination is not reasonably acceptable to ANRP II. Accordingly, ANRP II did not purchasing forward purchase units pursuant to the forward purchase agreement.

On August 9, 2018, we entered into an administrative services agreement with our former Sponsor, pursuant to which we paid our former Sponsor a total of $10,000 per month for office space, utilities, secretarial support and administrative services. Upon completion of our initial business combination, we ceased paying these monthly fees.

Other than these monthly fees, no compensation of any kind, including finder’s and consulting fees, was paid by Spartan to our former Sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of our initial business combination. However, these individuals were reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviewed on a quarterly basis all payments that were made to Apollo, our former Sponsor, officers, directors or our or their affiliates and determined which expenses and the amount of expenses that reimbursed. There was no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

Until the consummation of our IPO, our only source of liquidity was an initial sale of Founder Shares to our former Sponsor. Additionally, an affiliate of our former Sponsor advanced funds totaling $294,354 to pay administrative and offering costs. Upon the closing of our IPO, we repaid the affiliate of our former Sponsor $294,354 in settlement of the outstanding loan and advances.

In connection with the Closing, the registration rights agreement entered into by certain parties at the time of our IPO (the “Reg Rights Holders”) was amended and restated, and Spartan and the Reg Rights Holders entered into an amended and restated registration rights agreement (the “A&R Registration Rights Agreement”). Pursuant to the A&R Registration Rights Agreement, Spartan agreed that, within 30 calendar days after the Closing, Spartan would file a registration statement with the SEC (at Spartan’s sole cost and expense), and Spartan would use its reasonable best efforts to have the registration statement become effective as soon as reasonably practicable after the filing thereof. Additionally, Spartan agreed that, as soon as reasonably practicable after Spartan was eligible to register the Reg Rights Holders’ securities on a registration statement on Form S-3, Spartan would file a registration statement with the SEC (at Spartan’s sole cost and expense) and Spartan would use its reasonable best efforts to have the registration statement become effective as soon as reasonably practicable after the filing thereof.

On October 29, 2020, we granted Magna International, Inc. (“Magna”) up to 19,474,454 warrants, each with an exercise price of $0.01, to acquire our underlying Class A common shares, which represented approximately 6% ownership in Fisker on a fully diluted basis as of the grant date. The right to exercise vested warrants will expire on October 29, 2030. The warrants are accounted for as an award issued to non-employees measured on October 29, 2020 and three interrelated performance conditions that are separately evaluated for achievement:

The cost upon achievement of each milestone is recognized when it is probable that a milestone is met. The cost for awards to nonemployees is recognized in the same period and in the same manner as if we had paid cash for the goods or services. At December 31, 2020, Magna satisfied the first milestone and we capitalized costs of $58.0 million as an intangible asset representing the future economic benefit to us. Because there are multiple milestones to achieve, the intangible asset is under development and will be complete when start of pre-serial production begins. We will amortize the aggregate capitalized cost using the straight-line method. Throughout its useful life, including the period of time before completion, we will assess the intangible asset for impairment. If an indicator of impairment exists, the undiscounted cash flows will be estimated and then if the carrying amount of the intangible asset is not recoverable, determine its fair value and record an impairment loss. At December 31, 2020, no indicator of impairment existed.

The fair value of each warrant is equal to the intrinsic value (e.g., stock price on grant date less exercise price) as the exercise price is $0.01. The terms of the warrant agreement require net settlement when exercised. Using the measurement date stock price of $8.96 for a share of Class A common stock, the warrant fair values for each tranche is shown below. Capitalized cost also results in an increase to additional paid in capital equal to the fair value of the vested warrants. None of the vested warrants were exercised at December 31, 2020.

On October 29, 2020, a number of purchasers (each, a “Subscriber”) purchased from us an aggregate of 50,000,000 shares of Class A common stock (the “PIPE Shares”) for a purchase price of $10.00 per share and an aggregate purchase price of $500 million (the “PIPE Financing”). The PIPE Financing was consummated concurrently with the Closing.

Between October 1, 2017 and March 2018, Legacy Fisker sold an aggregate of 163,768 shares (pre-business combination) of its Series A preferred stock at a purchase price of $7.48 per share (prior to the stock split)

representing 1,637,680 shares post stock split to accredited investors for an aggregate purchase price of approximately $2.1 million. Each share of Series A preferred stock was exchanged for such number of shares of Class A common stock at an exchange ratio of 2.7162 in connection with the consummation of the Business Combination, as provided in the Business Combination Agreement.

The following table summarizes issuances of the Series A preferred stock to members of our board of directors and holders of more than 5% of Legacy Fisker’s capital stock.

From July 2019 through July 3, 2020, Legacy Fisker entered into a convertible note purchase agreement pursuant to which it issued $9,546,434.00 and €400,000 in aggregate principal amounts of convertible promissory notes, which are referred to as the convertible notes. The convertible notes accrued interest at a rate of 5% per year.

The following table summarizes the Convertible Notes purchased by members of our board of directors and holders of more than 5% of Legacy Fisker’s capital stock.

Roderick Randall, a member of our board of directors, provides certain services to us pursuant to a consulting agreement entered into with Legacy Fisker dated May 1, 2017. In connection with the consulting agreement, Mr. Randall received an option grant to purchase 159,769 shares (post business combination) of our Class A common stock. Mr. Randall also received an option grant to purchase 67,905 and 13,581 shares (post business combination) of our Class A common stock on June 22, 2020.

Andrew Jameson, the spouse of Ms. Watt, a member of our board of directors, provides services to us pursuant to a consulting agreement entered into with Legacy Fisker dated September 21, 2020. In connection with the consulting agreement, Mr. Jameson received an option grant to purchase 14,939 (post business combination) shares of our Class A common stock on September 21, 2020.

In April 2018, Legacy Fisker entered into an amended and restated investors’ rights agreement (the “Investors’ Rights Agreement”) with certain holders of Legacy Fisker’s capital stock including certain directors, officers and 5% holders of Legacy Fisker’s capital stock. The Investors’ Rights Agreement terminated in accordance with its terms at the Closing.

We entered into indemnification agreements with each of our directors and executive officers as of the Closing. The indemnification agreements and our bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, penalties, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of the Company, arising out of the person’s services as a director or executive officer. We have obtained an insurance policy that insures our directors and officers against certain liabilities, including liabilities arising under applicable securities laws.

We granted stock options and other equity awards to our executive officers and certain of our directors that provide for change in control benefits.

We also entered into certain severance agreements with some of our executive officers that provide for change in control benefits.

On March 8, 2021, we appointed Mitchell Zuklie to our board of directors. Mr. Zuklie is the chairman of the law firm of Orrick, Herrington & Sutcliff LLP (“Orrick”), which provides various legal services to us. During the years ended December 31, 2020 and 2019, we incurred expenses for legal services rendered by Orrick totaling approximately $5.3 million and $0.2 million, respectively.

We believe that our arrangements with Orrick were on terms no less favorable to us than would have been available from unrelated law firms of similar size and stature.

Our Second Amended and Restated Certificate of Incorporation, effective upon the Closing, limits our directors’ liability to the fullest extent permitted under the Delaware General Corporation Law (“DGCL”). The DGCL provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability:

If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Delaware law and our amended and restated bylaws, effective upon the Closing, provide that the Company will, in certain situations, indemnify our directors and officers and may indemnify other employees and other agents, to the fullest extent permitted by law. Any indemnified person is also entitled, subject to certain limitations, to advancement, direct payment, or reimbursement of reasonable expenses (including attorneys’ fees and disbursements) in advance of the final disposition of the proceeding.

In addition, we entered into separate indemnification agreements with our directors and officers. These agreements, among other things, require us to indemnify our directors and officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as one of our directors or officers or any other company or enterprise to which the person provides services at our request.

We have obtained insurance policies pursuant to which our directors and officers are insured against liability for actions taken in their capacities as directors and officers.

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.

In connection with the Closing, the Board adopted a written related party transactions policy. The policy provides that officers, directors, holders of more than 5% of any class of the Company’s voting securities, and any member of the immediate family of and any entity affiliated with any of the foregoing persons, will not be permitted to enter into a related-party transaction with the Company without the prior consent of the audit committee, or other independent members of the Board in the event it is inappropriate for the audit committee to review such transaction due to a conflict of interest. Any request for the Company to enter into a transaction with an executive officer, director, principal stockholder, or any of their immediate family members or affiliates, in which the amount involved exceeds $120,000, must first be presented to the audit committee for review, consideration, and approval. In approving or rejecting the proposed transactions, the audit committee will take into account all of the relevant facts and circumstances available.

The information contained in the following report of our audit committee is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by us under the Exchange Act or the Securities Act unless and only to the extent that we specifically incorporate it by reference.

Our audit committee has reviewed and discussed with our management and Deloitte & Touche LLP, our audited consolidated financial statements for the fiscal year ended December 31, 2020. Our audit committee has also discussed with Deloitte & Touche LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board, or the PCAOB, and the SEC.

Our audit committee has received and reviewed the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the PCAOB regarding the independent accountant’s communications with our audit committee concerning independence, and has discussed with Deloitte & Touche LLP its independence from us.

Based on the review and discussions referred to above, our audit committee recommended to our board of directors that the audited consolidated financial statements be included in our annual report on Form 10-K for the fiscal year ended December 31, 2020 for filing with the SEC.

We will mail, without charge, upon written request, a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, including the financial statements and list of exhibits, and any exhibit specifically requested. Requests should be sent to:

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 is also available at https://investors.fiskerinc.com under “SEC Filings” in the “Financials” section of our website.

Our board of directors does not presently intend to bring any other business before the Annual Meeting and, so far as is known to our board of directors, no matters are to be brought before the Annual Meeting except as specified in the Notice of Annual Meeting of Stockholders. As to any business that may arise and properly come before the Annual Meeting, however, it is intended that proxies, in the form enclosed, will be voted in respect thereof in accordance with the judgment of the persons voting such proxies.