UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

Nikola Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

2024 PROXY STATEMENT

April 24, 2024

Dear Fellow Stockholders:

On behalf of the Board of Directors, I want to thank you for your investment in Nikola Corporation and invite you to attend the 2024 Annual Meeting of Stockholders, which is to be held at 1:00 p.m., Pacific Time (PT), on June 5, 2024 via live audio webcast. In order to attend the Annual Meeting, you must register by 11:59 p.m. PT on June 4, 2024.

Nikola’s mission is to pioneer solutions for a zero-emissions world, and in 2023 we refocused on that mission. We sharpened our strategic priorities, made considerable progress with key commercial and operational initiatives, reached new levels of customer demand, and reinforced our leadership position in zero-emissions commercial transportation. It was also a year where we demonstrated our company’s resilience and agility as we tackled supply chain disruptions and safely and efficiently implemented a remedy plan to recall our battery-electric trucks.

As I reflect on where Nikola was when I joined the Board in 2020 compared to now, I am both energized by the opportunities in front of us and inspired by the passion and endurance that fuels the company daily. I became Chairman in August 2023 when Steve Girsky was named Chief Executive Officer. His leadership has brought much needed stability to Nikola at a critical time in our company’s history. Steve’s vast automotive expertise built over 30-plus years and his proven ability to translate a clear vision and strategy into every day execution is delivering meaningful results for Nikola. Your Board is actively involved with management’s execution of our strategy, and we are confident that they have put Nikola on a path to revenue growth and profitability.

We also continue to attract top-tier talent and have a world-class management team in place to deliver value to our stockholders, customers, partners, and suppliers. We have added experienced leaders such as Mary Chan, Chief Operating Officer; Tom Okray, Chief Financial Officer; and Ole Hoefelmann, President of Energy who, with their deep operational expertise, know how to engage, problem solve and adapt to industry dynamics that bring both opportunities and challenges to the fore.

Additionally, 2023 was a year of significant milestones as we pursue our mission. We demonstrated our ability to produce, manufacture and commercially deliver what we believe to be the first — and most technically-advanced — production Class 8 hydrogen fuel cell electric trucks available in North America. We also opened the first HYLA hydrogen refueling station in Southern California, which represents the latest phase in Nikola’s commitment to providing hydrogen refueling solutions for Class 8 trucks. Our ambitious goal to develop a HYLA hydrogen highway is underway and we plan to have nine operating refueling solutions in place by mid-2024, and 14 total by end of 2024.

We are capitalizing on our first-mover advantage and strong industry tailwinds promoting the adoption of zero-emissions vehicles. We are executing on our clear market plan, focusing on regions with strong regulatory support such as California and Canada for our hydrogen fuel cell electric trucks and HYLA infrastructure solutions. Notably in California, we have 99% of all the hydrogen fuel cell electric tractor HVIP vouchers requested in 2023 and through March 2024.

One of our marketing campaigns states that “This is not a science project, real trucks on U.S. roads” – and that is the truth. So far, we have wholesaled 75 hydrogen fuel cell trucks for end customers – 35 in Q4 2023 and 40 in Q1 2024.

Our battery-electric trucks are being retrofit with new battery packs, driver enhancements and software updates. In Q1 2024, we commenced the return process of the BEV “2.0” and remain on track to deliver them to end-users throughout 2024.

Our refocused business model and financial discipline has focused on the efficient allocation of resources, reduced expenses, and increased liquidity. But there is work to be done. And as we move forward into 2024, we must focus on resetting our financial foundation. We need to eliminate the distraction of delisting and position ourselves to raise capital more effectively.

To achieve these goals, after extensive research and modeling, we are recommending that the stockholders vote FOR a reverse stock split of our common stock at a ratio ranging from 1 share-for-10 shares up to a ratio of 1 share-for-30 shares. Additionally, commensurate with the reverse stock split is a reduction of the number of authorized shares of our common stock from 1,600,000,000 to 1,000,000,000.

If the Amendments are approved by stockholders, the reverse stock split and the authorized share reduction may be effected at any time prior to June 5, 2025. And, if it is not needed, the Board of Directors may not effect this plan.

Discussing the reverse split further, the primary purpose for the reverse stock split is to increase the per share trading price of our common stock so as to:

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maintain the listing of our common stock on the Nasdaq Global Select Market and avoid a delisting of our common stock from Nasdaq in the future on the basis of the Minimum Bid Price Requirement; and

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broaden the pool of investors that may be interested in investing in the Company by attracting new investors who are prohibited from or prefer not to invest in shares that trade at lower share prices.

In evaluating this decision, the Board of Directors has taken, and will take, into consideration negative factors associated with reverse stock splits. In recommending its approval, the Board determined that potential benefits significantly outweighed the potential negative factors.

This action will allow our organization to avail ourselves of numerous financial levers and gives us the ability to truly turn the page on our financial past, moving us to that next level of financial stability.

Strong financial foundations will not survive without a strong Board for guidance. Nikola’s Board of Directors comprises an engaged and diverse group of leading experts in their respective fields – from trucking to startups to manufacturing to technology to energy, as well as customer service – all integral aspects of our business. Each member has decades of specific and relevant industry experience that has helped to advance strategic initiatives that support Nikola’s long-term financial strength and commitment to driving sustained value for our stockholders.

The hydrogen ecosystem is a series of multifaceted systems that require complex answers, and Nikola’s Board of Directors has the expertise and experience necessary for the Company’s success decarbonizing the trucking industry. Over the past year, we have enhanced our Board with the addition of three new members who are widely respected leaders in their industries:

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Jonathan Pertchik, former CEO and Managing Director of TravelCenters of America is a seasoned executive with over two decades of transformational leadership in the energy sector.

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Carla Tully is a veteran energy and infrastructure expert with more than two decades of demonstrated success leading and scaling energy organizations across Fortune 150, private equity, startup, and government entities.

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John Vesco brings more than 30 years of transportation and supply chain expertise through his executive roles at Hub Group and Schneider.

And our longer-term Board members, all leaders in their fields:

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Michael Mansuetti, President, North America, Robert Bosch LLC, nearly four decades of experience in the technology and supplier sectors.

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Mary Petrovich, Senior Operating Executive for The Carlyle Group and former Chairman and CEO of two highly successful Carlyle portfolio companies in industrial and transportation sectors, with more than three decades of experience.

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Bruce Smith, Chairman and CEO of Detroit Manufacturing Systems, a Tier 1 automotive supplier, with 30 years of deep automotive and supplier leadership positions and relationships.

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Andrew Vesey, President and CEO, USA Fortescue Holdings, with more than 40 years of energy business experience.

I am proud to serve with each one of our highly engaged Directors, and I am confident that 2024 will continue to be a successful year of execution for Nikola. We are in the right place at the ideal time with the right strategy, products, and leadership team to transform the commercial transportation ecosystem for the better.

The accompanying Notice of Annual Meeting of Stockholders and Proxy Statement describes the business to be conducted at the Nikola Corporation 2024 Annual Meeting of Stockholders (the “Annual Meeting”).

Your vote is especially important at this year’s Annual Meeting to maintain Nikola’s trajectory.

Every single vote matters. All stockholders are strongly encouraged to vote, no matter how many shares they own. Please promptly use your proxy card to vote by proxy over the Internet, telephone or mail. If you have any questions or require any assistance with voting your shares, please call Nikola’s proxy solicitor:

Alliance Advisors

Stockholders may call (855) 935-2562 (toll-free) or 1-551-210-9929 (from other countries)

As always, we thank you for your investment in and continued support of Nikola.

Sincerely,

Steven M. Shindler

Nikola Corporation, Chairman of the Board of Directors

NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS

TO BE HELD ON JUNE 5, 2024

To Our Stockholders:

Nikola Corporation will hold its 2024 Annual Meeting of Stockholders at 1:00 p.m., Pacific Time (PT), on June 5, 2024 (the “Annual Meeting”). The Annual Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast.

You will be able to attend the Annual Meeting online and submit your questions during the meeting. In order to attend, you must register at www.viewproxy.com/nkla/2024 before 11:59 p.m. PT on June 4, 2024, and join using the unique join link and password in your confirmation. After registering, you will receive an e-mail containing a unique link and password that will enable you to attend the meeting and vote at the meeting with your control number and at any adjournment or postponement thereof. Additional information on how you can attend and participate in the virtual Annual Meeting is set forth below under “Questions and Answers About the Proxy Materials and the Annual Meeting—How do I Vote?” in the accompanying Proxy Statement attached to, and incorporated by reference in, this notice. We have engaged Alliance Advisors, LLC as our proxy solicitor. If you have any questions or need any assistance in voting your shares, please contact our proxy solicitor toll-free at (855) 935-2562 or 1 (551) 210-9929 for callers outside of the U.S.

We are holding this Annual Meeting:

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to elect nine directors to serve until the 2025 annual meeting of stockholders or until their successors are duly elected and qualified;

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to approve an amendment to the Second Amended and Restated Certificate of Incorporation to (a) effect a reverse stock split of the issued shares of our common stock at a ratio ranging from 1 share-for-10 shares up to a ratio of 1 share-for-30 shares, which ratio will be selected by our board of directors and set forth in a public announcement, and (b) contemporaneously with the reverse stock split, reduce the number of authorized shares of our common stock from 1,600,000,000 to 1,000,000,000;

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to approve an amendment to the Nikola Corporation 2020 Stock Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 130,000,000 shares, which is subject to the approval of the reverse stock split proposal above;

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to approve, on a non-binding advisory basis, the compensation paid by us to our named executive officers as disclosed in the attached Proxy Statement;

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to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2024; and

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to transact such other business as may properly come before the Annual Meeting and any adjournments or postponements of the Annual Meeting by or at the direction of our board of directors.

Stockholders of record at the close of business on April 19, 2024 are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.

Voting Options for Stockholders of record:



Over the Internet by following the instructions on your proxy materials	By Telephone at (866) 804-9616	By signing, dating, completing and returning your proxy card	During the Annual Meeting at www.AALvote.com/NKLA

Our board of directors unanimously recommends that you use the proxy card to vote “FOR ALL” the nine director nominees and to vote “FOR” on all other proposals.

It is important that your shares be represented at the meeting. Whether or not you expect to attend the virtual Annual Meeting, please vote at your earliest convenience by completing, signing, dating and returning your proxy card or voting instruction form promptly, or by voting over the Internet or telephone, following the instructions set forth on your proxy materials. Please review the instructions on pages 2 and 3 of the accompanying Proxy Statement regarding your voting options.

By Order of the Board of Directors,

/s/ Britton M. Worthen

Britton M. Worthen

Chief Legal Officer and Secretary

Phoenix, Arizona
April 24, 2024

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders
to be held on June 5, 2024.

The Proxy Statement and Annual Report on Form 10-K
are available at www.viewproxy.com/nkla/2024

TABLE OF CONTENTS

PROXY STATEMENT	1
Information Concerning Voting and Solicitation	1
Questions and Answers About the Proxy Materials and the Annual Meeting	1

PROPOSAL 1 — ELECTION OF DIRECTORS	7
Director Nominees	10
Director Nominations	19
Director Independence	20
Compensation Committee Interlocks and Insider Participation	20
Board Meetings	20
Board Committees	21
Withdrawal of Contested Slate	25

CORPORATE GOVERNANCE	26
Board Leadership Structure	26
Certain Relationships and Transactions with Related Persons	29

DIRECTOR COMPENSATION	31

EXECUTIVE COMPENSATION	34
Compensation Discussion and Analysis	36
Compensation Committee Report	43
Summary Compensation Table	44
Grants of Plan-Based Awards Table	45
Outstanding Equity Awards at Fiscal Year-End Table	46
Option Exercises and Stock Vested Table	47
Potential Payments Upon Termination or Change-in-Control	47
Employment Agreements with Named Executive Officers	49
Pay Versus Performance	52
Equity Compensation Plan Information	54
Pay Ratio	54

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	55

REPORT OF THE AUDIT COMMITTEE	57

PROPOSAL 2—APPROVAL OF (a) REVERSE STOCK SPLIT AND (b) AUTHORIZED SHARE REDUCTION	58

PROPOSAL 3—AMENDMENT TO THE NIKOLA CORPORATION 2020 STOCK INCENTIVE PLAN	66

PROPOSAL 4—NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION	72

PROPOSAL 5—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	74

DELINQUENT SECTION 16(A) REPORTS	76

STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING	76

OTHER MATTERS	77

NOTE REGARDING FORWARD-LOOKING STATEMENTS	78

EXHIBIT A -- AMENDMENT TO CERTIFICATE OF INCORPORATION	A-1

PROXY STATEMENT

Information Concerning Voting and Solicitation

This Proxy Statement is being furnished to you in connection with the solicitation by the board of directors of Nikola Corporation, a Delaware corporation (“we,” “us,” “our,” “Nikola” or the “Company”), of proxies in the accompanying form to be used at the Annual Meeting of Stockholders of the Company to be held virtually on June 5, 2024 at 1:00 p.m., Pacific Time (PT), and any adjournments or postponements thereof (the “Annual Meeting”).

The Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”), this Proxy Statement and the other proxy materials are being mailed to our stockholders on or about April 24, 2024.

Questions and Answers About the Proxy Materials and the Annual Meeting

Why am I receiving these materials?

Our board of directors is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the meeting. This year’s Annual Meeting will be held virtually. You are invited to attend the Annual Meeting via live audio webcast to vote electronically on the proposals described in this Proxy Statement. However, you do not need to attend the meeting to vote your shares. Instead, you may follow the instructions below to submit your proxy by Internet or telephone. In accordance with the rules of the Securities and Exchange Commission (the “SEC”), we have opted to furnish proxy materials, including this Proxy Statement and our Annual Report on Form 10-K, as amended, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Accordingly, we are sending the Notice of Internet Availability to our stockholders of record at the close of business on April 19, 2024, which is the record date for the Annual Meeting (the “Record Date”). Stockholders are encouraged to vote and submit proxies in advance of the Annual Meeting by Internet or telephone as early as possible to avoid processing delays and ensure their votes are counted.

What proposals will be voted on at the Annual Meeting?

Five proposals will be voted on at the Annual Meeting:

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The election of nine directors to serve until the 2025 annual meeting of stockholders or until their successors are duly elected and qualified (the "Director Election Proposal");

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The approval of an amendment to the Second Amended and Restated Certificate of Incorporation (the “Restated Certificate”) to (a) effect a reverse stock split of the issued shares of our common stock at a ratio ranging from 1 share-for-10 shares up to a ratio of 1 share-for-30 shares, which ratio will be selected by the board of directors and set forth in a public announcement (the "Reverse Stock Split Proposal"), and (b) contemporaneously with the reverse stock split, reduce the number of authorized shares of our common stock from 1,600,000,000 to 1,000,000,000 (the “Authorized Share Reduction Proposal” and, together with the Reverse Stock Split Proposal, the “Charter Amendment Proposals”);

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The approval of an amendment to the Nikola Corporation 2020 Stock Incentive Plan (the “2020 Plan”) to increase the number of shares of common stock available for issuance thereunder by 130,000,000 shares, which is subject to the approval of the Reverse Stock Split Proposal (the "Stock Plan Amendment Proposal");

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The approval, on a non-binding advisory basis, of the compensation paid by us to our named executive officers as disclosed in this Proxy Statement (the "Say on Pay Proposal"); and

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The ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2024 (the "Auditor Ratification Proposal").

What are the board of directors’ recommendations?

Our board of directors recommends that you vote:

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The election “FOR ALL” the nine director nominees for the Director Election Proposal;

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“FOR” the approval of each of the Charter Amendment Proposals;

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“FOR” the approval of the Stock Plan Amendment Proposal;

NIKOLA CORPORATION | 1

PROXY STATEMENT

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“FOR” the approval of the Say on Pay Proposal; and

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“FOR” the ratification of the Auditor Ratification Proposal.

Will there be any other items of business on the agenda?

We do not expect any other items of business because the deadline for stockholder proposals and nominations has already passed. Nonetheless, in case there is an unforeseen need, the accompanying proxy gives discretionary authority to the persons named on the proxy with respect to any other matters that might be properly brought before the meeting. Those persons intend to vote the proxy in accordance with their best judgment.

Who is entitled to vote?

Stockholders of record at the close of business on the Record Date, April 19, 2024, may vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of the Company’s common stock held as of the Record Date.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered, with respect to those shares, the stockholder of record. The Notice of Internet Availability has been sent directly to you on our behalf by Alliance Advisors, LLC ("Alliance"), our proxy solicitors.

Beneficial Owner. If your shares are held in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name. The Notice of Internet Availability has been forwarded to you by your broker, bank or other nominee.

How do I vote?

You may vote using any of the following methods:

By Internet — Stockholders of record may submit proxies by following the Internet voting instructions on their proxy card prior to the Annual Meeting. Most stockholders who hold shares beneficially in street name may provide voting instructions by accessing the website specified on the voting instruction form or Notice of Internet Availability provided by their broker, bank or other nominee. Please check the voting instruction form for Internet voting availability. Please be aware that if you vote over the Internet, you may incur costs such as Internet access charges for which you will be responsible. The Internet voting facilities will close at 11:59 p.m., Eastern Time, the day before the meeting date.

By Telephone – Stockholders of record may submit proxies by following the telephone voting instructions on their proxy card prior to the Annual Meeting. Most stockholders who hold shares beneficially in street name may provide voting instructions by telephone by calling the number specified on the voting instruction form provided by their broker, bank or other nominee. Please check the voting instruction form for telephone voting availability. Please be aware that if you submit voting instructions by telephone, you may incur costs such as telephone access charges for which you will be responsible. The telephone voting facilities will close at 11:59 p.m., Eastern Time, the day before the meeting date.

By Mail – If you have not received a paper copy of the proxy card and would like to receive a paper copy of the proxy card, you must request one. Stockholders of record may submit paper proxies by completing, signing and dating the proxy card and returning it in the prepaid envelope enclosed with the proxy card. Sign your name exactly as it appears on the proxy. If you return your signed proxy card or voting instruction form but do not indicate your voting preferences, your shares will be voted on your behalf “FOR ALL” the nine director nominees in Proposal 1, and “FOR” each of Proposals 2(a) and (b), 3, 4 and 5, and in the discretion of the proxyholders on any other matters that properly come before the meeting. Stockholders who hold shares beneficially in street name may provide voting instructions by mail by completing, signing and dating the voting instruction form provided by their broker, bank or other nominee.

At the Virtual Meeting – Shares held in your name as the stockholder of record may be voted electronically at the Annual Meeting by visiting www.AALvote.com/NKLA and using the control number included on your proxy materials. If you have already voted previously by Internet or telephone, there is no need to vote again at the Annual Meeting unless you wish to revoke and change your vote. Shares held beneficially in street name may be voted electronically at the Annual Meeting only if you obtain a legal proxy giving you the right to vote the shares.

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