DEF 14A 1 ny20006868x500_def14a.htm DEF 14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)
Information Required in Proxy Statement

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12

WORKHORSE GROUP INC.

(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):

x	No fee required.
o	Fee paid previously with preliminary materials.
o	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Workhorse Group Inc. 3600 Park 42 Drive, Suite 160E, Sharonville, Ohio 45241 (888) 646-5205

Notice of Annual Meeting of
Stockholders to be held
on May 2, 2023

Meeting Details

Time and Date

May 2, 2023,
at 10:30 a.m.
Eastern Time

Location

The Annual Meeting
will be held in a virtual
meeting format at www.virtualshare-
holdermeeting.com/
WKHS2023.

Record Date

Stockholders of
record at the close of
business on March 6,
2023 will be entitled
to receive notice of,
attend and vote at the
Annual Meeting.

The 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Workhorse Group Inc. ("Workhorse" or the "Company") will be held on May 2, 2023, at 10:30 a.m. Eastern Time. The Annual Meeting will be held in a virtual meeting format at www.virtualshareholdermeeting.com/WKHS2023.

At the Annual Meeting, you will be asked:
1	To elect the eight director nominees named in the Proxy Statement to hold office until the next annual meeting of stockholders or until their successors are duly elected and qualified;
2	To ratify the appointment of Grant Thornton LLP as the Company's independent auditors for the fiscal year ending December 31, 2023;
3	To approve the Workhorse Group Inc. 2023 Long-Term Incentive Plan; and
4	To act on such other matters as may properly come before the meeting or any adjournment thereof.

Because of the significance of these proposals to the Company and its stockholders, it is vital that every stockholder vote at the Annual Meeting.

These proposals are fully set forth in the accompanying Proxy Statement which you are urged to read thoroughly. For the reasons set forth in the Proxy Statement, your Board of Directors recommends a vote "FOR" each of the director nominees under Proposal 1 and "FOR" Proposals 2 and 3. After reading the enclosed Proxy Statement, please sign, date, and return promptly the enclosed Proxy in the accompanying postpaid envelope we have provided for your convenience or vote via the Internet as instructed herein to ensure that your shares will be represented. You may wish to provide your response electronically through the Internet by following the instructions set out on the enclosed proxy card.

To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/WKHS2023, you must have your control number available and follow the instructions found on your proxy card or voting instruction form. You may vote during the Annual Meeting, but we suggest you vote beforehand by following the instructions available on the meeting website during the meeting. Please allow sufficient time before the Annual Meeting to complete the online check-in process. Your vote is very important.

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Proxy materials or a Notice of Internet Availability of Proxy Materials (the "Notice") are being first released or mailed on or about March 23, 2023, to all stockholders entitled to vote at the Annual Meeting. In accordance with rules and regulations adopted by the Securities and Exchange Commission (the "SEC"), instead of mailing a printed copy of our proxy materials to each record stockholder, we may furnish proxy materials by providing internet access to those documents. The Notice contains instructions on how to access our proxy materials and vote online, or in the alternative, request a paper copy of the proxy materials and a proxy card.

By Order of the Board of Directors

Raymond J. Chess
Chairman of the Board of Directors

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held May 2, 2023. In addition to the copies you have received, the Proxy Statement and our 2022 Annual Report on Form 10-K are available to stockholders at: https://www.proxyvote.com.

Whether or not you plan on attending the virtual meeting, please vote as promptly as possible to ensure that your vote is counted.

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Workhorse Group Inc. 3600 Park 42 Drive, Suite 160E, Sharonville, Ohio 45241 (888) 646-5205

March 23, 2023

Dear Fellow Workhorse Stockholders,

We recently announced our fourth quarter and full year 2022 earnings results. I am proud of what our team has accomplished since I first arrived 18 months ago, and I remain confident that Workhorse is well-positioned to enter our next phase of growth.

During 2022, we made real, tangible progress on the execution of our product roadmaps, including, most notably, the first deliveries of our W4 CC vehicle to customers. We executed on our other electric vehicle roadmaps and are on track to bring those to the market, according to plan. We advanced our Aerospace business in 2022 and launched our Stables & Stalls initiative, which is actively executing for FedEx on multiple delivery routes. Importantly, to support all the hard work underway, we completed building out our leadership, engineering and operational teams with talented and highly experienced individuals who will drive our strategy forward. Lastly, we resolved a number of key legacy issues and strengthened our financial position.

Recent highlights include:

	●	Executed Product Roadmaps: We produced and delivered 23 W4 CC vehicles in Q4 2022. We are prepared to start production of our W750 vehicle in Q2 2023, and the W56 program remains on track for start of production in Q3 2023. Our team successfully managed peak holiday season for Stable & Stalls and has been using the first EV W750 step van to actively execute for FedEx on multiple delivery routes in Ohio.
	●	Advanced Drone Development: We advanced drone technology development in our Aerospace business. We conducted demonstrations of simultaneous package deliveries by multiple aircrafts to two prospective last-mile delivery clients and successfully field tested our humanitarian and logistical operations (HALO) drone internationally.
	●	Completed Transformation of Union City Plant: We completed the transformation of our Workhorse Ranch, which we were proud to showcase at our Analyst Day in December 2022. In the plant, we are producing and delivering the W4 CC vehicle and assembling and shipping Tropos vehicles. The large, state-of-the-art complex provides us with the operations and support we need to continue ramping up production of our electric vehicles.
	●	Concluded Other Facilities Improvement Efforts: We concluded the facility improvement efforts in Wixom, Michigan and are near completion of the testing center in Sharonville, Ohio. We are also in the process of installing production lines for drones at the engineering, technical design and production facility in Mason, Ohio.
	●	Discontinued C1000 Program: After thorough engineering review, durability testing and careful consideration, we decided to discontinue the C1000 program and reallocate engineering and supply chain resources towards the development and production of our other products.
	●	Resolved legacy issues: We resolved a number of legacy legal and regulatory issues that allow us to further sharpen our focus on our strategic priorities.
	●	Maintained solid financial position: Workhorse has access to capital to deliver on our goals and generate value for our stockholders and all of our stakeholders, including our valued employees. As we ramp up production and deliveries of our commercial vehicles and drones, we expect to generate significant revenue growth in 2023.

It has been an incredibly busy and productive year. I am grateful for our team’s hard work, execution and focus during this important time. We have strengthened our business from top to bottom to position us for the future. We look forward to further executing on our product roadmaps and achieving our vision of pioneering the transition to zero emission commercial vehicles. I’m confident we have the right team and plans in place to emerge as a winner in our segment and deliver exceptional value to our customers, communities, and you, our stockholders.

Thank you for your support.

Best Regards.

Sincerely,

Richard F. Dauch

Chief Executive Officer

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Table of Contents

Proxy Statement	1
Revocability of Proxy and Solicitation	1
Record Date	1
Information About the Annual Meeting and Voting	2
Why am I receiving these materials?	2
Notice of Internet Availability (Notice and Access)	2
What is included in these materials?	2
What is the proxy card?	2
What is the Purpose of the Annual Meeting?	3
Vote Required; Quorum; Broker Non-Votes	3
What is the difference between a stockholder of record and a beneficial owner of shares held in street name?	3
How do I vote?	4
How can I get electronic access to the proxy materials?	4
What happens if I do not give specific voting instructions?	5
What are the Board’s recommendations?	5
How are proxy materials delivered to households?	5
Interest of Officers and Directors in matters to be acted upon	5

Environmental, Social And Governance	6
Corporate Governance	6
Human Capital	7

Security Ownership of Certain Beneficial Holders and Management	9
Information About the Board of Directors	11
Board meetings during the 2022 fiscal year	11
Committees established by the Board	11
Audit Committee	11
Human Capital Management and Compensation Committee	12
Nominating and Corporate Governance Committee	13
Nomination of Directors	14
Board Leadership Structure and Role in Risk Oversight	15
Stockholder Communications	15

Compensation of Directors	16
Directors’ and Officers’ Insurance	16

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Report of the Audit Committee of the Board of Directors	17
Proposal for Election of Eight Directors	18
Information With Respect to Director Nominees	18
Current Directors	19
Nominees	22
Members of the Current Board of Directors not Standing for Re-election	23
Required Vote	24
Recommendation of the Board for Proposal No. 1:	24
Information About the Executive Officers	25
Delinquent Section 16 Reports	29
Compensation Discussion and Analysis (“CD&A”)	30
Introduction	30
Overview	30
Elements of our Executive Compensation Program for 2022:	31
Named Executive Officers	32
Workhorse’s Executive Compensation Objectives & Practices	32
Compensation Best Practices	33
Executive Compensation Recoupment Policy	33
Role of the Human Capital Management and Compensation Committee in Setting Compensation & Oversight of Our Programs	34
Role of Management in Setting Compensation	34
Role of the Compensation Consultant in Setting Compensation	34
Compensation Peer Group	35
Compensation Elements and Rationale	36
Base Salary	37
Short-Term Incentive Program (Annual Bonus)	37
Long-Term Incentive Program (Equity)	39
2022 Annual LTIP Awards	39
2022 Inducement Related LTIP Award	40
2022 and 2023 Executive Officer LTIP Awards	40
Non-Cash Compensation	41
Compensation and Risk	41
Consideration of Most Recent Stockholder Advisory Vote on Executive Compensation	41
Committee Interlocks and Insider Participation	42
Human Capital Management and Compensation Committee Report	42
Summary Compensation Table	43
Pay versus Performance Table	44
Pay versus Performance Relationship	46
Pay Ratio Disclosure	47
Employment Agreements and Potential Payments on Change of Control and Termination	47
Grants of Plan-Based Awards	49
Outstanding Equity Awards	50
No Pension Benefits	50

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No Deferred Compensation	50
Securities Authorized for Issuance under Equity Compensation Plans	50

Ratification of the Appointment of Independent Auditors	51
Fees Paid to Independent Registered Public Accounting Firm	51
Audit Fees	51
Required Vote	52
Recommendation of the Board for Proposal No. 2:	52

Approval of the Workhorse Group Inc. 2023 Long-term Incentive Plan	53
Summary of the Terms of the LTIP	54
Types of Awards	54
Administration of the LTIP; Participation	54
Available Shares and Share Information; Limitations on Awards	55
Options and SARs	55
No Repricing	56
Full Value Awards and Cash Incentive Awards	56
Transferability	56
Certain Adjustments	56
Amendment or Termination	56
Change in Control	57
Securities Authorized for Issuance under Equity Compensation Plans	57
New Plan Benefits	58
Federal Income Tax Consequences	58
Required Vote	59
Recommendation of the Board for Proposal No. 3:	59

Other Matters	60

Additional Information	60
Transactions with Related Persons	60
Procedures for Approval of Related Party Transactions	60
Director Independence	60
Annual Reports on Form 10-K	60
Stockholder Proposals for the 2024 Annual Meeting	61
Householding	61
Proxy Solicitation Costs	61

Appendix A	A-1

Workhorse Group

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2023 Proxy Statement

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Proxy Statement

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Workhorse Group Inc. (“Workhorse” or the "Company") to be voted at the Annual Meeting of Stockholders (the "Annual Meeting"), which will be held on May 2, 2023, at 10:30 a.m. Eastern Time and at any postponements or adjournments thereof. The proxy materials will be furnished to stockholders on or about March 23, 2023. The Annual Meeting will be held as a virtual meeting. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend and participate in the Annual Meeting online via a live webcast by visiting www.virtualshareholdermeeting.com/WKHS2023. In addition to voting by submitting your proxy prior to the Annual Meeting, you also will be able to vote your shares electronically during the Annual Meeting.

Revocability of Proxy and Solicitation

Any stockholder executing a proxy that is solicited hereby has the power to revoke it prior to the voting of the proxy. Revocation may be made by attending the Annual Meeting and voting the shares of stock in person, or by delivering to the General Counsel of the Company at the principal office of the Company prior to the Annual Meeting a written notice of revocation or a later-dated, properly executed proxy. Solicitation of proxies may be made by directors, officers and other employees of the Company by personal interview, telephone, facsimile transmittal or electronic communications. No additional compensation will be paid for any such services. This solicitation of proxies is being made by the Company, which will bear all costs associated with the mailing of this Proxy Statement and the solicitation of proxies.

Record Date

Stockholders of record at the close of business on March 6, 2023, will be entitled to receive notice of, attend and vote at the Annual Meeting.

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ProXY STATEMENT

Information About the Annual Meeting and Voting

why am i receiving these materials?

The Company has furnished these materials to you, in connection with the Company's solicitation of proxies for use at the Annual Meeting of Stockholders to be held on May 2, 2023, at 10:30 a.m. Eastern Time. The Annual Meeting will be held as a virtual meeting. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend and participate in the Annual Meeting online via a live webcast by visiting www.virtualshareholdermeeting.com/WKHS2023. These materials have also been made available to you on the Internet. These materials describe the proposals on which the Company would like you to vote and also give you information on these proposals so that you can make an informed decision. We are furnishing our proxy materials on or about March 23, 2023 to all stockholders of record entitled to vote at the Annual Meeting.

Notice of Internet Availability (Notice and Access)

Instead of mailing a printed copy of our proxy materials to each stockholder, we are furnishing proxy materials via the Internet. This reduces both the costs and the environmental impact of sending our proxy materials to our stockholders. If you received a "Notice of Internet Availability," you will not receive a printed copy of the proxy materials unless you specifically request a printed copy. The Notice of Internet Availability will instruct you how to access and review the important information contained in the proxy materials. The Notice of Internet Availability also instructs you how to submit your proxy on the Internet and how to vote by telephone.

If you would like to receive a printed or emailed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability. In addition, if you received paper copies of our proxy materials and wish to receive all future proxy materials, proxy cards and annual reports electronically, please follow the electronic delivery instructions on www.proxyvote.com. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the cost and environmental impact of our annual stockholder meetings.

The Notice of Internet Availability is first being sent to stockholders on or about March 23, 2023. Also on or about March 23, 2023, we will first make available to our stockholders this Proxy Statement and the form of proxy relating to the 2023 Annual Meeting filed with the SEC on March 23, 2023.

What is included in these materials?

These materials include:

	•	this Proxy Statement for the Annual Meeting; and
	•	the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

What is the proxy card?

The proxy card enables you to appoint Richard F. Dauch, our Chief Executive Officer, and James D. Harrington, our General Counsel, Chief Compliance Officer, and Secretary, as your representatives at the Annual Meeting. By completing and returning a proxy card, you are authorizing these individuals to vote your shares at the Annual Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the Annual Meeting.

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What is the purpose of the Annual Meeting?

At our Annual Meeting, stockholders will act upon the matters outlined in the Notice of Annual Meeting on the cover page of this Proxy Statement, including (i) the election of the eight persons named herein as nominees for directors of the Company, to hold office subject to the provisions of the bylaws of the Company, until the next annual meeting of stockholders or until their successors are duly elected and qualified; (ii) ratification of the appointment of Grant Thornton LLP as the Company's independent auditors for the fiscal year ending December 31, 2023; and (iii) approval of the Workhorse Group Inc. 2023 Long-Term Incentive Plan. In addition, management will report on the performance of the Company during fiscal year 2022 and respond to questions from stockholders.

VOTE REQUIRED; QUORUM; BROKER NON-VOTES

The presence at the meeting, in person or by proxy, of the holders of a majority of the number of shares of common stock issued and outstanding on the record date will constitute a quorum permitting the meeting to conduct its business. As of the record date, there were 170,823,669 shares of Workhorse common stock issued and outstanding. Thus, the presence of the holders of common stock representing at least 85,411,835 votes will be required to establish a quorum. Stockholders are entitled to one vote for each share of common stock held by them.

For purposes of the quorum and the discussion below regarding the vote necessary to take stockholder action, stockholders of record who are present at the virtual Annual Meeting or by proxy and who abstain, including brokers holding customers’ shares of record who cause abstentions to be recorded at the meeting, are considered stockholders who are present and entitled to vote and are counted towards the quorum.

Brokers holding shares of record for customers generally are not entitled to vote on “non-routine” matters, unless they receive voting instructions from their customers. As used herein, “uninstructed shares” means shares held by a broker who has not received such instructions from its customers on a proposal. A “broker non-vote” occurs when a nominee holding uninstructed shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that non-routine matter. It is important that you provide voting instructions to your bank, broker or other nominee, if you wish to determine the voting of your shares.

We anticipate that only the proposal to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm is a routine matter that brokers are entitled to vote shares on without receiving instructions.

For the election of directors, the nominees receiving the most “For” votes at the Annual Meeting or by proxy will be elected. Approval of all other matters requires the affirmative vote of a majority of the votes cast on the applicable matter via attendance at the virtual Annual Meeting or by proxy. Abstentions, broker non-votes and directions to withhold authority will not be counted as votes cast and accordingly will have no effect on the outcome of any proposal.

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

Most of our stockholders hold their shares in an account at a brokerage firm, bank or other nominee holder, rather than holding share certificates in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially in street name.

Stockholder of Record

If, on March 6, 2023, your shares were registered directly in your name with our transfer agent, Empire Stock Transfer, Inc., you are considered a stockholder of record with respect to those shares, and the Notice of Annual Meeting and Proxy Statement was sent directly to you by the Company. As the stockholder of record, you have the right to direct the voting of your shares by returning the proxy card to us. Whether or not you plan to attend the Annual Meeting, if you do not vote over the Internet, please complete, date, sign and return a proxy card to ensure that your vote is counted.

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Beneficial Owner of Shares Held in Street Name

If, on March 6, 2023, your shares were held in an account at a brokerage firm, bank, broker-dealer, or other nominee holder, then you are considered the beneficial owner of shares held in "street name," and the Notice of Annual Meeting & Proxy statement was forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. However, since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you receive a valid proxy from the organization.

How do I vote?

Stockholders of Record. If you are a stockholder of record, you may vote by any of the following methods:

Via the Internet.
You may vote by proxy via the Internet by following the instructions provided on the enclosed proxy card.

By Mail.
You may vote by completing, signing, dating and returning your proxy card in the pre-addressed, postage-paid envelope provided.

Online at the Meeting.
You can vote at the meeting at www.virtualshareholdermeeting.com/
WKHS2023.

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name, you may vote by any of the following methods:

Via the Internet.
You may vote by proxy via the Internet by following the instructions provided on the enclosed proxy card.

By Mail.
You may vote by proxy by filling out the vote instruction form and returning it in the pre-addressed, postage-paid envelope provided.

Online at the Meeting.
You can vote at the meeting at www.virtualshareholdermeeting.com/
WKHS2023.

How can I get electronic access to the proxy materials?

The Notice provides you with instructions regarding how to:

	•	view the Company's proxy materials for the Annual Meeting on the Internet;
	•	request hard copies of the materials; and
	•	instruct the Company to send future proxy materials to you electronically by email.

Choosing to receive future proxy materials by email will save the Company the cost of printing and mailing documents to you and will reduce the impact of the Company's annual stockholder meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.

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What happens if I do not give specific voting instructions?

Stockholders of Record. If you are a stockholder of record and you:

	•	indicate when voting on the Internet that you wish to vote as recommended by the Board, or
	•	sign and return a proxy card without giving specific voting instructions,

then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters, but not on non-routine matters. Under New York Stock Exchange ("NYSE") rules, if your shares are held by a member organization, as that term is defined under NYSE rules, responsibility for making a final determination as to whether a specific proposal constitutes a routine or non-routine matter rests with that organization or third parties acting on its behalf.

What are the Board's recommendations?

The Board's recommendation is set forth together with the description of each item in this Proxy Statement. In summary, the Board recommends a vote:

	•	for election of the eight director nominees named in the Proxy Statement to hold office until the next annual meeting of stockholders or until their successors are duly elected and qualified;
	•	for ratification of the appointment of Grant Thornton LLP as the Company's independent auditors for the fiscal year ending December 31, 2023; and
	•	for approval of the Workhorse Group Inc. 2023 Long-Term Incentive Plan.

With respect to any other matter that properly comes before the Annual Meeting, the proxy holders will vote as recommended by the Board or, if no recommendation is given, in their own discretion.

How are proxy materials delivered to households?

Only one copy of the Company's Notice of Internet Availability, Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and this Proxy Statement will be delivered to an address where two or more stockholders reside with the same last name or who otherwise reasonably appear to be members of the same family based on the stockholders' prior express or implied consent.

We will deliver promptly, upon written or oral request, a separate copy of the Company's Notice of Internet Availability, Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and this Proxy Statement. If you share an address with at least one other stockholder, currently receive one copy of our Annual Report on Form 10-K and Proxy Statement at your residence, and would like to receive a separate copy of our Annual Report on Form 10-K and Proxy Statement for future stockholder meetings of the Company, please specify such request in writing and send such written request to Workhorse Group Inc., 3600 Park 42 Drive, Suite 160E, Sharonville, Ohio 45241; Attention: General Counsel.

Interest of Officers and Directors in matters to be acted upon

Except for the election to our Board of the nominees and the approval of our 2023 Long-Term Incentive Plan (under which our directors and officers are eligible to receive grants), none of our officers or directors has any interest in any of the matters to be acted upon at the Annual Meeting.

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Environmental, Social and Governance

Our mission is based on the foundation of the commercial vehicle transition to zero emissions. To do this, we embrace a world with reduced carbon emissions in both energy generation and consumption. We are designing and manufacturing a key ingredient of the transportation ecosystem evolution to achieve this goal - last mile electric delivery vehicles. We design and manufacture all-electric delivery trucks and drones, including the technology that optimizes the way these vehicles operate. We are focused on our core competency of bringing our electric delivery vehicle platforms to serve the last mile delivery market.

We are investing to make our facilities more efficient and sustainably designed and are also driving a continuous safety mindset by focusing on worker engagement. In addition, we are focused on reducing the carbon footprint throughout our supply chain. We are committed to developing sourcing of responsibly produced materials from suppliers who have social, environmental and sustainability best practices in their own operations.

Finally, we believe that sound corporate governance is essential to helping us achieve our goal, including with respect to Environmental, Social, and Governance matters (“ESG”). We continue to evolve a governance framework that exercises appropriate oversight of responsibilities at all levels throughout the company. During 2022, we established our first ESG Committee, made up of leaders from across our company, and they began regular presentations on our related initiatives to our Board, which guides our ESG impacts, initiatives and priorities.

Corporate Governance

We have established a comprehensive corporate governance plan for the purpose of defining responsibilities, setting high standards of professional and personal conduct and assuring compliance with these responsibilities and standards. As part of its annual review process, our Board of Directors monitors developments in corporate governance. Summarized below are some of the key elements of our corporate governance plan. Many of these matters are described in more detail elsewhere in this proxy statement.

Director Independence and Diversity. Nine of our ten current directors are, and, if all nominees are elected, seven of our eight directors will be, independent under the independence standards of the Nasdaq Stock Market. Under our Corporate Governance Guidelines, at least three-quarters (75%) of our directors shall meet such independence standards as well as the SEC’s enhanced independence standards for audit committee members. In addition, the diversity of our Board members fully satisfies Nasdaq’s board diversity objective. Non-employee directors are scheduled to meet separately in executive session after every regularly scheduled Board meeting.

Audit Committee. All members meet the independence standards for audit committee membership under the rules of the Nasdaq Stock Market and applicable SEC rules. Each of Messrs. Budde and Quigley has been designated as an “audit committee financial expert” as defined in the SEC rules. All members of the Audit Committee satisfy Nasdaq’s financial literacy requirements. The Audit Committee operates under a written charter that governs its duties and responsibilities. These responsibilities include the sole authority to appoint, review, evaluate and replace our independent auditors; overseeing our internal control over financial reporting, our internal audit function, our enterprise risk management program and our compliance programs generally; and reviewing proposed related party transactions.

Human Capital Management and Compensation Committee. All members meet the independence standards for compensation committee membership under the rules of the Nasdaq Stock Market and applicable SEC rules. The Human Capital Management and Compensation Committee operates under a written charter that governs its duties and responsibilities. These responsibilities

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include overseeing our policies, processes and controls relating to human resources, including related to our culture, diversity and inclusion, and talent development programs; and reviewing our overall compensation philosophy and programs to ensure they appropriately link management's interests with those of stockholders, reward executive officers for their contributions, and provide appropriate retention incentives.

Nominating and Corporate Governance Committee. All members are independent under the rules of the Nasdaq Stock Market. The Nominating and Corporate Governance Committee operates under a written charter that governs its duties and responsibilities. These responsibilities include recommending to the Board the nominees for election as directors at any meeting of stockholders and the persons to be elected by the Board to fill any vacancies on the Board; overseeing our executive succession planning; and overseeing our ESG program, except relating to human resources policies and procedures.

Corporate Governance Guidelines. We have adopted Corporate Governance Guidelines, including qualification and independence standards for directors, director responsibilities, and board structure and process.

Stock Ownership Guidelines. We have adopted Stock Ownership Guidelines to align the interests of our executives and directors with the interests of our stockholders and promote our commitment to sound corporate governance. The Stock Ownership Guidelines apply to the non-employee directors (3x annual cash retainer), the Chief Executive Officer (6x salary) and all other executive officers (3x salary).

Anti-Hedging Policy and Trading Restrictions. We have an insider trading policy which, among other things, prohibits our directors, officers and other employees from engaging in “insider trading,” trading in our securities on a short-term basis, purchasing our securities on margin, short-selling our securities or entering into transactions designed to hedge the risks and benefits of ownership of our securities.

Anti-Pledging Policy. Under our insider trading policy, our directors and executive officers are prohibited from pledging our securities as collateral.

Code of Conduct. We have adopted a Code of Conduct that applies to all directors, officers and employees and covers a broad range of topics, including data security, compliance with laws, restrictions on gifts, and conflicts of interest. All salaried employees will be required to affirm from time to time in writing their acceptance of, and compliance with, the Code of Conduct.

Recoupment Policy. We have adopted a recoupment policy under which we will, in specified circumstances, require reimbursement of annual and long-term incentives paid to an executive officer.

Double-Trigger Required on Change in Control. The employment agreements with our executive officers, including our Named Executive Officers, provide for severance payments and accelerated vesting of equity grants upon a change in control only if a qualifying termination occurs within 18 months of the change in control.

Human Capital

We understand that our success is ultimately rooted in people. Competition for qualified personnel in our space is intense, and our success depends in large part on our ability to recruit, develop and retain a productive and engaged workforce. Accordingly, investing in our employees and their well-being, offering competitive compensation and benefits, promoting diversity and inclusion, adopting progressive human capital management practices and maintaining community outreach constitute core elements of our corporate strategy.

Governance. Our Board and its committees provide important oversight on certain human capital matters. The Human Capital Management and Compensation Committee maintains responsibility to review, discuss and set strategic direction for various people-related business strategies, including compensation and benefit programs. We manage our human capital and care for our

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employees in a manner that aligns with our core values of integrity, transparency, accountability, excellence, and teamwork. Our management team administers all employment matters, including recruiting and hiring, onboarding and training, compensation and rewards, performance management, and professional development. We continuously evaluate and enhance our internal policies, process and practices to increase employee engagement and productivity.

Employee Hotline. We have an employee hotline that provides our employees an opportunity to report matters such as safety concerns, fraud or other misconduct. All reported matters are reviewed in accordance with established protocols by our Legal, Human Resources and Internal Audit departments, who monitor the remediation and disposition of any reported matters.

Support Employee Well-being and Engagement. We support the overall well-being of our employees from a physical, emotional, financial, and social perspective. Our well-being program includes a long-standing practice of flexible paid time off, life planning benefits, wellness platforms and employee assistance programs.

Offer Competitive Compensation and Benefits. We strive to ensure our employees receive competitive and fair compensation and innovative benefits offerings, tying incentive compensation to both business and individual performance, offering competitive maternal/paternal leave policies, and providing meaningful retirement and health benefits.

Promote Sense of Belonging through Diversity and Inclusion Initiatives. We promote an inclusive and diverse workplace, where all individuals are respected and feel they belong regardless of their age, race, national origin, gender, religion, disability, sexual orientation, or gender identity.

Provide Programs for Employee Recognition. We also offer rewards and recognition programs to our employees, including awards to recognize employees who best exemplify our values and spot awards to recognize employee contributions. We believe that these recognition programs help drive strong employee performance and retention. We conduct annual employee performance reviews, where each employee completes a self-assessment and is evaluated by his or her manager, a process which empowers our employees. Employee performance is assessed based on a variety of key performance metrics, including the achievement of objectives specific to the employee’s department or role.

Create Opportunities for Growth and Development. We focus on creating opportunities for employee growth, development, training, and education, including through management and leadership development programs and opportunities to cultivate talent and identify candidates for new roles from within the Company.

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Security Ownership of Certain
Beneficial Holders and Management

The following table shows the number of shares of common stock beneficially owned as of the Record Date by (i) each director and nominee for director, by each current executive officer, and by all current directors and executive officers as a group and (ii) all the persons who were known to be beneficial owners of five percent or more of our common stock, our only voting securities, on March 6, 2023. Applicable percentage ownership is based on 170,823,669 shares of common stock outstanding as of March 6, 2023.

Name Of Beneficial Owner⁽¹⁾	Common Stock Beneficially Owned	Percentage of Common Stock⁽²⁾
Directors
Raymond J. Chess	248,164⁽³⁾	*
Richard F. Dauch	1,899,926⁽⁴⁾	1.11%
H. Benjamin Samuels	1,146,564⁽⁵⁾	*
Gerald B. Budde	300,521⁽⁶⁾	*
Harry DeMott	82,508⁽⁷⁾	*
Michael L. Clark	187,006⁽⁸⁾	*
Jacqueline A. Dedo	150,428⁽⁷⁾	*
Pamela S. Mader	103,013⁽⁷⁾	*
William G. Quigley III	82,508⁽⁷⁾	*
Austin Scott Miller	73,315⁽⁷⁾	*
Executive Officers
Gregory T. Ackerson	240,985⁽⁹⁾	*
Joshua J. Anderson	256,753⁽¹⁰⁾	*
Ryan W. Gaul	284,924⁽¹¹⁾	*
Robert M. Ginnan	390,189⁽¹²⁾	*
John W. Graber	264,828⁽¹³⁾	*
James D. Harrington	404,980⁽¹⁴⁾	*
Stanley R. March	274,375⁽¹⁵⁾	*
James C. Peters	150,855⁽¹⁶⁾	*
Kerry K. Roraff	190,402⁽¹⁷⁾	*
All officers and directors as a group (19 people)	6,732,244	3.93%
Certain Other Beneficial Holders
BlackRock, Inc.	11,538,946⁽¹⁸⁾	6.75%
The Vanguard Group	8,857,480⁽¹⁹⁾	5.19%
Brandon Torres Declet^†	0	*
Dr. Jean Botti^†	0	*

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*	Less than one percent.
†	Director Nominee.
1.	Except as otherwise indicated, the address of each beneficial owner is c/o Workhorse Group Inc., 3600 Park 42 Drive, Suite 160E, Sharonville, Ohio 45241.
2.	Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Stock options to purchase shares of common stock that are currently exercisable or exercisable within 60 days of March 6, 2023 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
3.	Includes 61,882 shares of restricted stock which vest in August 2023.
4.	Includes 1,186,744 shares of restricted stock, all of which vest no later than February 23, 2025; and (ii) options to purchase 148,213 shares of common stock at an exercise price of $10.27, all of which options are currently exercisable.
5.	Includes (i) 49,505 shares of restricted stock which vest in August 2023; (ii) 445,421 shares of common stock held by the Samuels 2012 Children's Trust UAD 10/28/12; and (iii) 220,966 shares of common stock held by the Marci Rosenberg 2012 Family Trust, a trust managed by Mr. Samuels’s wife. Mr. Samuels is a trustee of the Children's Trust.
6.	Includes (i) 49,505 shares of restricted stock which vest in August 2023 and (ii) 119,692 shares of common stock owned by the Gerald B. Budde Living Trust, of which Mr. Budde is the trustee.
7.	Includes 49,505 shares of restricted stock which vest in August 2023.
8.	Includes (i) 49,505 shares of restricted stock which vest in August 2023 and (ii) options to purchase 46,000 shares of common stock at an exercise price of $1.10 held by Mr. Clark, all of which options are currently exercisable.
9.	Includes (i) 119,847 shares of restricted stock held by Mr. Ackerson, all of which vest no later than February 22, 2026; and (ii) options to purchase 10,000 shares of common stock at an exercise price of $1.19 held by Mr. Ackerson, all of which options are currently exercisable.
10.	Includes 205,546 shares of restricted stock held by Mr. Anderson, all of which vest no later than February 22, 2026.
11.	Includes 246,551 shares of restricted stock held by Mr. Gaul, all of which vest no later than February 22, 2026.
12.	Includes 337,295 shares of restricted stock held by Mr. Ginnan, all of which vest no later than February 22, 2026.
13.	Includes 229,328 shares of restricted stock held by Mr. Graber, all of which vest no later than February 22, 2026.
14.	Includes 344,513 shares of restricted stock held by Mr. Harrington, all of which vest no later than February 22, 2026.
15.	Includes 162,487 shares of restricted stock held by Mr. March, all of which vest no later than February 22, 2026.
16.	Includes 132,399 shares of restricted stock held by Mr. Peters, all of which vest no later than February 22, 2026.
17.	Includes 164,138 shares of restricted stock held by Ms. Roraff, all of which vest no later than February 22, 2026.
18.	This information was derived solely from the Schedule 13G/A filed by BlackRock, Inc. on January 31, 2023. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. BlackRock, Inc. reported sole voting power over 11,305,125 shares and sole dispositive power over 11,538,946 shares.
19.	This information was derived solely from the Schedule 13G filed by The Vanguard Group on February 9, 2023. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. The Vanguard Group reported shared voting power over 248,039 shares, sole dispositive power over 8,473,868 shares and shared dispositive power over 383,612 shares.

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Information About the Board of Directors

The Board oversees our business and affairs and monitors the performance of management. Currently, nine of our ten directors are independent. Biographical information about our directors is provided in “Proposal No. 1 — Proposal for the Election of Eight Directors” on page 18. Except as set forth in this Proxy Statement, none of our directors held directorships in other reporting companies or registered investment companies at any time during the past five years. Our Board currently consists of the following ten persons, six of whom have been nominated by the Company to stand for re-election.

Name	Age	Position	Director Since
Raymond J. Chess⁽²⁾	65	Director, Chairman	2014
Richard F. Dauch	62	Director and Chief Executive Officer	2021
H. Benjamin Samuels⁽¹⁾⁽³⁾	55	Director	2015
*Gerald B. Budde^(1)**	61	Director	2015
Harry DeMott⁽²⁾⁽³⁾	56	Director	2016
*Michael L. Clark^(1)(3)**	51	Director	2018
*Jacqueline A. Dedo^(1)(2)**	61	Director	2020
Pamela S. Mader⁽²⁾⁽³⁾	59	Director	2020
William G. Quigley III⁽¹⁾	61	Director	2022
Austin Scott Miller⁽²⁾⁽³⁾	61	Director	2022

1.	Audit Committee
2.	Nominating and Corporate Governance Committee
3.	Human Capital Management and Compensation Committee
*	Committee Chair

Board meetings during the 2022 fiscal year

During 2022, the Board held 12 meetings. Each director, except Mr. Miller, who was elected by stockholders in May 2022, attended at least 75% of the meetings of the Board and committees on which such director served in 2022. The Board also approved certain actions by unanimous written consent. Directors are not required to attend the Annual Meeting, but all directors attended the 2022 Annual Meeting.

Committees established by the Board

The Board has standing Audit, Human Capital Management and Compensation, and Nominating and Corporate Governance Committees. Information concerning the function of each Board committee follows.

Audit Committee

The Board has established an Audit Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), consisting of Gerald B. Budde (Chair), Michael L. Clark, Jacqueline A. Dedo, William G. Quigley III and H. Benjamin Samuels. Our Board has determined that the members are all “independent directors” as defined by the rules

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of the Nasdaq Capital Market (“Nasdaq”) applicable to members of an audit committee and Rule 10A-3(b)(i) under the Exchange Act. In addition, each of Messrs. Budde and Quigley is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K and demonstrates “financial sophistication” as defined by the rules of Nasdaq. The Audit Committee assists the Board in monitoring (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, and (3) the independence and performance of our internal and external auditors. The Audit Committee’s principal functions include:

	•	reviewing our annual audited consolidated financial statements with management and our independent auditors, including major issues regarding accounting and auditing principles and practices and financial reporting that could significantly affect our consolidated financial statements;
	•	reviewing our quarterly consolidated financial statements with management and our independent auditors prior to the filing of our Quarterly Reports on Form 10-Q, including the results of the independent auditors' reviews of the quarterly consolidated financial statements;
	•	recommending to the Board the appointment of, and continued evaluation of the performance of, our independent auditors;
	•	approving the fees to be paid to our independent auditors for audit services and approving the retention of our independent auditors for non-audit services and all fees for such services;
	•	reviewing periodic reports from our independent auditors regarding our independent auditors’ independence, including discussion of such reports with the independent auditors;
	•	reviewing the adequacy of our overall control environment, including internal financial controls and disclosure controls and procedures;
	•	reviewing with our management and legal counsel legal matters that may have a material impact on our consolidated financial statements or our compliance policies and any material reports or inquiries received from regulators or governmental agencies;
	•	overseeing our internal audit function;
	•	overseeing our risk management policies and risk management framework, including our enterprise risk management program; and
	•	reviewing the overall adequacy and effectiveness our regulatory and ethics and compliance programs.

During 2022, the Audit Committee met four times. A copy of the Audit Committee's charter is posted on the Company's website at www.workhorse.com in the "Investors" section of the website.

HUMAN CAPITAL MANAGEMENT AND COMPENSATION COMMITTEE

Our Human Capital Management and Compensation Committee consists of Michael L. Clark (Chair), Harry DeMott, Pamela S. Mader, Austin Scott Miller and H. Benjamin Samuels. Our Board has determined that each of the members is an “independent director” as defined by the Nasdaq rules applicable to members of a compensation committee. The Human Capital Management and Compensation Committee is responsible for establishing the compensation of our senior management, including salaries, bonuses, termination arrangements, and other executive officer benefits as well as director compensation. The Human Capital Management and Compensation Committee also administers our equity incentive plans. The Human Capital Management and Compensation Committee works with our Chairman and Chief Executive Officer and reviews and recommends to the Board compensation decisions regarding senior management including compensation levels and equity incentive awards. The Human Capital Management and Compensation Committee also approves employment and compensation agreements with our key personnel and directors. The Human Capital Management and Compensation Committee has the power and authority to conduct or authorize studies, retain independent consultants, accountants or others, and obtain unrestricted access to management, our internal auditors, human resources and accounting employees and all information relevant to its responsibilities. The Human Capital Management and Compensation Committee is responsible for developing our executive compensation philosophy and reviewing and recommending to the Board for approval all compensation policies and compensation programs for the executive team.

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The responsibilities of the Human Capital Management and Compensation Committee, as stated in its charter, include the following:

•

assist the Board in its oversight of our policies and strategies relating to culture, diversity and inclusion, and talent development programs;

•

oversee our ESG program relating to human resources matters;

•

review and approve the Company's compensation guidelines and structure;

•

review and recommend to the Board on an annual basis the corporate goals and objectives with respect to compensation for the Chief Executive Officer;

•

review and recommend to the Board on an annual basis the evaluation process and compensation structure for the Company's other officers, including salary, bonus, incentive and equity compensation;

•

review on an annual basis the potential risk to us from our compensation programs and policies, including any incentive plans, and whether such programs and policies incentivize unnecessary and excessive risk taking; and

•

periodically review and make recommendations to the Board regarding the compensation of non-employee directors.

During 2022, the Human Capital Management and Compensation Committee met four times. The Human Capital Management and Compensation Committee is governed by a written charter approved by the Board. A copy of the charter is posted on the Company’s website at www.workhorse.com in the “Investors” section of the website.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Jacqueline A. Dedo (Chair), Raymond J. Chess, Harry DeMott, Pamela S. Mader and Austin Scott Miller. Our Board has determined that each of the members of the Nominating and Corporate Governance Committee is an “independent director” as defined by the rules of Nasdaq. The Nominating and Corporate Governance Committee is generally responsible for recommending to the Board policies, procedures, and practices designed to help ensure that our corporate governance policies, procedures, and practices continue to assist the Board and our management in effectively and efficiently promoting the best interests of our stockholders. The Nominating and Corporate Governance Committee is also responsible for selecting and recommending for approval by our Board a slate of director nominees for election at each of our annual meetings of stockholders; recommending to the Board the composition and chairs of our Board committees; and recommending to the Board director nominees to fill vacancies or new positions on the Board or its committees that may occur or be created from time to time, all in accordance with our bylaws and applicable law. The Nominating and Corporate Governance Committee’s principal functions include:

	•	developing and maintaining our corporate governance policy guidelines;
	•	evaluating the performance of the Board and its committees;
	•	overseeing an annual review by the Board on succession planning for executive officers and members of the Board;
	•	overseeing our ESG program, except relating to human resources policies and procedures; and
	•	selecting and recommending a slate of director nominees for election at each of our annual meetings of the stockholders and recommending to the Board director nominees to fill vacancies or new positions on the Board or its committees that may occur from time to time.

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During 2022, the Nominating and Corporate Governance Committee met five times. The Nominating and Corporate Governance Committee is governed by a written charter approved by our Board. A copy of the Nominating and Corporate Governance Committee’s charter is posted on the Company’s website at www.workhorse.com in the “Investors” section of the website.

In identifying potential independent candidates for the Board with significant senior-level professional experience, the Nominating and Corporate Governance Committee solicits candidates from the Board, senior management and others and may engage a search firm in the process. The Nominating and Corporate Governance Committee reviews and narrows the list of candidates and interviews potential nominees. The final candidate is also introduced and interviewed by the Board and the Chairman. In general, in considering whether to recommend a particular candidate for inclusion in our Board slate of recommended director nominees, the Nominating and Corporate Governance Committee will apply the criteria set forth in our Corporate Governance Guidelines. Further, specific consideration is given to, among other things, diversity of background and experience that a candidate would bring to our Board. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow our Board to fulfill its responsibilities. Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials to our Nominating and Corporate Governance Committee. Assuming that appropriate biographical and background material has been provided on a timely basis, the Nominating and Corporate Governance Committee will evaluate stockholder recommended candidates by following substantially the same process and applying substantially the same criteria, as it follows for candidates submitted by others.

Nomination of Directors

As provided in its charter and as described above, the Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become directors. In evaluating potential candidates for director, the Nominating and Corporate Governance Committee considers the entirety of each candidate's credentials.

Qualifications for consideration as a director nominee may vary according to the particular areas of expertise being sought as a complement to the existing composition of the Board. However, at a minimum, candidates for director must possess:

	•	high personal and professional ethics and integrity;
	•	the ability to exercise sound judgment;
	•	the ability to make independent analytical inquiries;
	•	a willingness and ability to devote adequate time and resources to diligently perform Board and committee duties; and
	•	the appropriate and relevant business experience and acumen.

The Nominating and Corporate Governance Committee will consider nominees recommended by stockholders if such recommendations are made in writing to the committee. The Nominating and Corporate Governance Committee does not plan to change the manner in which the committee evaluates nominees for election as a director based on whether the nominee has been recommended by a stockholder or otherwise.

The Nominating and Corporate Governance Committee does not have a formal policy relating to diversity among directors. In considering new nominees and whether to re-nominate existing members of the Board, the committee seeks to achieve a Board with strengths in its collective knowledge and a broad diversity of perspectives, skills and business and professional experience. Among other items, the committee looks for a range of experience in strategic planning, sales, operations, finance, executive leadership, industry and similar attributes. The diversity of our Board members fully satisfies Nasdaq’s board diversity objective.

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At least a majority of the Directors on the Board must be “independent directors” as defined by Nasdaq rules. Under our Corporate Governance Guidelines, at least three-quarters (75%) of our directors must meet Nasdaq’s independence standards as well as the SEC’s enhanced independence standards for audit committee members.

Board Leadership Structure and Role in Risk Oversight

The Company has separated the positions of Chairman and Chief Executive Officer. Given the demanding nature of these positions, the Board believes it is appropriate to separate the positions of Chairman and Chief Executive Officer. Our Chairman presides over all meetings of the Board, including executive sessions when held. He briefs the Chief Executive Officer on issues arising in executive sessions and communicates frequently with him on matters of importance. He has responsibility for shaping the Board's agenda and consults with all directors to ensure the Board agendas and Board materials provide the Board with the information needed to fulfill its responsibilities. From time to time, he may also represent the Company in interactions with external stakeholders at the discretion of the Board.

The Board has determined that each of our current directors, except for Mr. Dauch, is an “independent director” as that term is defined in the Nasdaq listing standards. The Board has also determined that each member of the Audit Committee, Human Capital Management and Compensation Committee and Nominating and Corporate Governance Committee meets the independence standards applicable to those committees prescribed by Nasdaq and the SEC. In making these determinations, the Board considered all relationships between the Company and the directors. The Board determined each such relationship, and the aggregate of such relationships, to be immaterial to the applicable director’s ability to exercise independent judgment.

Our Board has overall responsibility for risk oversight, including cybersecurity risks. The oversight is conducted primarily through committees of the Board, as disclosed in each of the descriptions of each of the committees above and in the charters of each of the committees, but the full Board has retained responsibility for general oversight of risks as well as the Company’s overall strategy.

Stockholder Communications

Stockholders requesting communication with directors can do so by writing to Workhorse Group Inc., c/o General Counsel, 3600 Park 42 Drive, Suite 160E, Sharonville, Ohio 45241 or by emailing jim.harrington@workhorse.com. At this time we do not screen communications received and would forward any requests directly to the named director. If no director was named in a general inquiry, the General Counsel would contact either the Chairman or the chairperson of a particular committee, as appropriate. We do not provide the physical address, email address, or phone numbers of directors to outside parties without a director's permission.

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Compensation of Directors

Our non-employee directors are generally eligible to receive compensation for services they provide to us consisting of retainers and equity compensation as described below. During 2022, each non-employee director was eligible to receive an annual Board retainer of $75,000. The Chairman received an additional retainer of $25,000.

In addition to cash compensation, our non-employee directors are eligible to receive annual equity-based compensation consisting of restricted stock awards with an aggregate grant date value equal to $100,000 or, in the case of the Chairman, $125,000. Generally, the forfeiture restrictions applicable to the restricted stock awards lapse on the six-month anniversary of the date of grant of such awards. The restricted stock awards granted to our non-employee directors are subject to the terms and conditions of our equity plans and the award agreements pursuant to which such awards are granted. Each non-employee director is also reimbursed for travel and miscellaneous expenses to attend meetings and activities of the Board or its committees.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽¹⁾	Total ($)
Raymond J. Chess	100,000	125,000	225,000
H. Benjamin Samuels	75,000	100,000	175,000
Gerald B. Budde	75,000	100,000	175,000
Harry DeMott	75,000	100,000	175,000
Michael L. Clark	75,000	100,000	175,000
Pamela S. Mader	75,000	100,000	175,000
Jacqueline A. Dedo	75,000	100,000	175,000
William G. Quigley III	62,500	100,000	162,500
Austin Scott Miller	50,000	75,000	125,000

1.	The amounts reflected in the "Stock Awards" column represent the grant date fair value of restricted stock awards granted to our non-employee directors, as computed in accordance with FASB ASC Topic 718.

Directors' and Officers' Insurance

The Company has purchased directors' and officers' liability insurance ("D&O Insurance") for the benefit of its directors and officers, and the directors and officers of its subsidiaries, against liability incurred by them in the performance of their duties as directors and officers of the Company, or its subsidiaries, as the case may be. The primary policy also provides coverage to the corporate entity for securities claims.

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Report of the Audit Committee of the Board of Directors

The Audit Committee, on behalf of the Board, serves as an independent and objective party to monitor and provide general oversight of the integrity of our consolidated financial statements, our independent registered public accounting firm's qualifications and independence, the performance of our independent registered public accounting firm and our standards of business conduct. The Audit Committee performs these oversight responsibilities in accordance with its Audit Committee Charter.

Our management is responsible for preparing our consolidated financial statements and managing our financial reporting process. Our independent registered public accounting firm is responsible for expressing an opinion on the conformity of our audited consolidated financial statements to generally accepted accounting principles in the United States of America. The Audit Committee met with our independent registered public accounting firm, with and without management present, to discuss the results of their examinations and the overall quality of our financial reporting.

In this context, the Audit Committee reviewed and discussed our audited consolidated financial statements for the year ended December 31, 2022 with management and with our independent registered public accounting firm. The Audit Committee has discussed with our independent registered public accounting firm the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission. In addition, the Audit Committee provided guidance and oversight to the internal audit function, including the audit plan, and results of internal audit activity. The Company’s new Director of Internal Audit has direct access to the Audit Committee to discuss any matters desired, and she presented an update of internal audit activity at each regularly scheduled Audit Committee meeting.

The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding such independent registered public accounting firm's communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm its independence from us and our management.

Based on its review of the audited consolidated financial statements and the various discussions noted above, the Audit Committee recommended to the Board that our audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2022.

Respectfully submitted by the Audit Committee,

Gerald B. Budde, Chair
Michael L. Clark
Jacqueline A. Dedo
William G. Quigley III
H. Benjamin Samuels

The foregoing Audit Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any other filing of our Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent we specifically incorporate this Audit Committee Report by reference therein.

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ACTIONS TO BE TAKEN AT THE MEETING
PROPOSAL NO. 1

Proposal for Election of Eight Directors

At this year's Annual Meeting, the Board proposes that the nominees listed below be elected to hold office until the next annual meeting of stockholders or until their successors are duly elected and qualified. Six of the nominees are currently serving as directors. All nominees have consented to being named in this Proxy Statement and to serve if elected.

Assuming a quorum is present, the eight nominees receiving the highest number of affirmative votes of shares entitled to be voted will be elected as directors of the Company to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified. Unless marked otherwise, proxies received will be voted "FOR" the election of the nominees named below. In the event additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them in such a manner as will ensure the election of the nominees listed below, and, in such event, the specific nominees to be voted for will be determined by the proxy holders.

INFORMATION WITH RESPECT TO DIRECTOR NOMINEES

Listed below are the nominees for election to our Board with information showing the principal occupation or employment of the nominees for director, the principal business of the corporation or other organization in which such occupation or employment is carried on, and such nominees' business experience during the past five years. Such information has been furnished to the
Company by the director nominees.

NAME	AGE	POSITION
Current Directors
Raymond J. Chess	65	Director, Chairman
Richard F. Dauch	62	Director, Chief Executive Officer
Jacqueline A. Dedo	61	Director
Pamela S. Mader	59	Director
William G. Quigley, III	61	Director
Austin Scott Miller	61	Director
New Nominees
Dr. Jean Botti	66	Nominee
Brandon Torres Declet	47	Nominee

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CURRENT DIRECTORS

Raymond J. Chess	Chairman of the Board of Directors Mr. Chess has more than 40 years of experience in the automotive industry. Mr. Chess joined General Motors in 1980, and during his 37 years with General Motors, he held ever increasing roles and responsibilities in both manufacturing and product development. While in manufacturing, Mr. Chess held key positions in both plant floor operations and manufacturing engineering such as Chief Manufacturing Engineer and Executive Director of Stamping and Assembly. While in product development, Mr. Chess was a Vehicle Line Executive, where he led global cross functional responsibilities for GM's commercial truck line from 2001 to 2009 and GM's cross over segment from 2009 through 2012. Upon retirement from General Motors, he formed his own engineering consulting company. Mr. Chess serves on the Board of Directors of Rush Enterprises, Inc. (NASDAQ: RUSHA). Mr. Chess holds a Bachelor of Science in Mechanical Engineering from Kettering University and a Master of Business Administration from Indiana University. He started working with Workhorse in 2013 on our advisory board, was then elected to our Board of Directors and subsequently became our Chairman.

	Mr. Chess's extensive industry knowledge and executive experience in the automotive industry, together with his experience on other public company boards, position him well to serve as our Chairman and a member of our committees.

Richard F. Dauch	Chief Executive Officer and Director Mr. Dauch has nearly 30 years of experience in the automotive and manufacturing industries, including most recently as the Chief Executive Officer of the publicly traded automotive supplier, Delphi Technologies (NYSE: DLPH). Previously, Mr. Dauch served as the President and CEO of Accuride Corporation from 2011 to 2019 and of Acument Global Technologies from 2008 to 2011. He also served in various executive roles at American Axle & Manufacturing from 1995 to 2008 and United Technologies from 1992 to 1995 and as an officer in the United States Army from 1983 to 1990. Mr. Dauch attended the United States Military Academy at West Point, where he graduated with a Bachelor of Science degree in engineering, and the Massachusetts Institute of Technology, where he graduated with a dual Master of Science degree in Engineering and Management.

	Mr. Dauch's extensive knowledge of the automotive industry gained through more than a decade as a CEO of both public and private companies, together with his proven talents and leadership, positions him well to serve as our Chief Executive Officer and as a member of our Board.

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Jacqueline A. Dedo

Director

Ms. Dedo has over 30 years of global automotive, off highway, industrial and aftermarket experience. She has held various leadership positions at Piston Group, Dana Holding Corp., The Timken Co., Motorola and Robert Bosch Corporation, among others, and has a proven background in managing full P&L responsibilities for major business units and entire companies responsible for up to $2 billion in revenue. In 2015, Ms. Dedo co-founded Aware Mobility LLC, which is focused on the development, investing, partnering and application of both electrified propulsion and connectivity tools, platforms and applications. Prior to May 2015, Ms. Dedo served as President of Piston Group and held various positions with Dana Holding Corp, The Timken Company, Motorola, Covisint LLC, Robert Bosch Corporation and Cadillac Motor Car Company. Ms. Dedo received a Bachelor of Science degree in Electrical Engineering from Kettering University and holds a number of board positions including Cadillac Products Automotive, Kettering University and Michigan Science Center. Ms. Dedo serves as a member of the Board of Directors of Li-Cycle Holdings Corp. (NYSE: LICY). Ms. Dedo holds 20 patents.

Ms. Dedo's extensive and varied executive experience at several significant companies, together with her proven leadership skills, qualifies her well to serve as a member of our Board and our committees.


Pamela S. Mader $\\chn-fs2-svr\21021data\Live Jobs\0220DH\R07 - ny20006868x500 Workhorse Group Inc\Draft\03-Production$	Director Ms. Mader brings over three decades of automotive, manufacturing, and consultancy experience, with an accomplished track record in leading Fortune 100 manufacturing organizations and driving growth in entrepreneurial companies. Prior to 2020, Ms. Mader served as Vice President of Consulting at Belcan Consulting, Engineering, and Technical Services, LLC. From 2012 through 2018, Ms. Mader held various executive positions leading manufacturing advisory services with Allegiant International, LLC. As Vice President of Internal Operations, she led purchasing and supplier management, sales and marketing, HR and talent acquisition, and customer relations. Ms. Mader drove significant growth in supply chain advisory services in the US market, while also expanding the business into Mexico and Europe. From 1986 through 2010, Ms. Mader held positions of increasing responsibility within General Motors including Plant Manager of several General Motor's assembly, stamping, and powertrain operations. Ms. Mader led plants with more than 4,500 employees, producing award winning, segment leading vehicles. She was recognized in Automotive News' 100 Leading Women and is a Distinguished Alumnus of Purdue University. Ms. Mader received a Bachelor of Science in Organizational Leadership from Purdue University and serves as a Board Member for Purdue University, College of Polytechnic.

	Ms. Mader's extensive automotive industry and manufacturing experience, together with her experience with emerging growth companies, positions her well to serve as a member of our Board and our committees.

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William G.
Quigley, III

Director

Mr. Quigley has over three decades of financial and operating experience in the automotive and manufacturing industries as well as prior board-level tenure. He most recently served as Senior Vice President and Chief Financial Officer of Nexteer Automotive Group Limited, a tier one automotive supplier operating from 27 manufacturing facilities and three global technical centers with over 12,000 employees. Mr. Quigley has also previously held positions as Executive Vice President and Chief Financial Officer at Dana Holding Corporation and Visteon Corporation. Mr. Quigley serves as a member of the Board of Directors and chair of the Audit Committee at Cadre Holdings, Inc. (NYSE: CDRE) and as a member of the Board of Directors of ElectraMeccanica Vehicles Corp. (NASDAQ: SOLO). Mr. Quigley holds a Bachelor of Arts in Accounting from Michigan State University and is a Certified Public Accountant in the state of Michigan.

Mr. Quigley’s substantial financial and operating experience in the automotive and manufacturing industries positions him well to serve as a member of our Board and our committees.

Austin Scott
Miller

Director

Mr. Miller is a retired Four-Star General in the United States Army. He supported, led and shaped the most challenging national security issues at the highest levels of the U.S. government. He was a former Delta Force commander, who served as the final commander of NATO’s Resolute Support Mission and as commander of the United States Forces in Afghanistan from September 2018 through July 2021. Previously, he served as commander of the Joint Special Operations Command. Mr. Miller has over two decades of experience in the deployment and tactical use of UAVs and global logistics planning and execution. Mr. Miller is the recipient of the Defense Distinguished Service Medal, the Army Distinguished Service Medal, the Defense Superior Service Medal and the Legion of Merit. Following his retirement from the Army, he has served on the board of advisors of Striveworks, a data analytics software company headquartered in Austin, Texas. Mr. Miller received a Bachelor of Science from the United States Military Academy at West Point and a Masters in Strategic Studies from the Marine Corps Senior Service College.

Mr. Miller's tremendous government and leadership experience, together with his experience with drones and global logistics planning and execution, positions him well to serve as a member of our Board and our committees.

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NOMINEES

Dr. Jean
Botti

Dr. Botti brings more than three decades of global aviation and automotive leadership experience with expertise in electrification. He currently serves as Chief Executive Officer and Chief Technology Officer of VoltAero SA, an electric aircraft company. Dr. Botti previously served as Chief Innovation and Strategy Officer at Philips NV, Chief Technical Officer at Airbus Group for ten years and in various technology leadership roles in fuel cells, power train, propulsion, dynamics and thermal systems at Delphi Automotive. He began his career in roles at General Motors and Renault. Dr. Botti graduated from the National Institute of Applied Sciences with a degree in mechanical engineering. He also holds an MBA from Central Michigan University, a degree in Research and Development Management from the Massachusetts Institute of Technology, and a PhD from the National Conservatory of Arts & Trades. Dr. Botti holds 31 patents and four defensive publications.

Dr. Botti’s tremendous technology background and experience, as well as his experience at large global companies, position him well to serve as a member of our Board and our committees.

Brandon Torres Declet	Mr. Torres Declet is a pioneer in the drone industry with a significant operational background and more than 25 years of experience intersecting top government agencies and corporate industry in highly regulated markets. He currently serves as Chief Executive Officer and Chairman of the Board of Unusual Machines and previously served in various leadership roles including as Chief Executive Officer and Director at AgEagle Aerial Systems, a leading publicly traded commercial drone company. Mr. Torres Declet has also founded numerous successful drone businesses including Measure UAS and Measure Global, one of the largest drone service providers in North America and the leading drone operations SaaS platform, respectively. He also served as Senior Advisor to Oxford University’s Centre for Technology and Global Affairs and was appointed to the FAA’s Advanced Aviation Advisory Committee by the U.S. Secretary of Transportation. Mr. Torres Declet holds a degree in Political Science from Union College, a Juris Doctor from Fordham University School of Law, and an LLM from Georgetown University Law Center.

	Mr. Torres Declet’s extensive experience in, and knowledge of, the aerospace industry, combined with his experience at startup companies, position him well to serve as a member of our Board and our committees.

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MEMBERS OF THE CURRENT BOARD OF DIRECTORS NOT STANDING FOR RE-ELECTION

H. Benjamin Samuels has more than 25 years of experience as a senior business executive. He served as CEO of Victory Packaging from 2007 through 2015, during which time he led an executive team managing more than 1,700 employees. From 2015 to 2019, Mr. Samuels was appointed as Co-President after Victory Packaging was acquired by KapStone Paper and Packaging Corporation. From 1995 through 2007, Mr. Samuels served in multiple roles, including as Vice Chairman and leader of Victory Packaging’s national accounts group, real estate, and finance and legal departments, achieving a period of unprecedented growth in sales and profitability. He is currently the Board Chair of Saxco, a packaging distributor focused on the food and beverage industry, and of Leedo Manufacturing, a producer of kitchen and bath cabinets. Mr. Samuels is an active member in the community, where he serves as Board Chair of the Jewish Federation of Greater Houston and as a Director of the Samuels Family Foundation. Mr. Samuels also serves on the boards of, and holds leadership positions with, Teach For America, Children at Risk, Brighter Bites, Move For Hunger, Leo Baeck Education Center Foundation, and Houston Food Bank. Mr. Samuels received a Bachelor of Arts in American Studies and Economics from Amherst College as well as a Master of Business Administration from the Harvard Graduate School of Business Administration.

Gerald B. Budde is currently Chief Financial Officer, Accretive Insurance Solutions, Inc., a newly formed collection of niche specialty and wholesale insurance providers. Mr. Budde held financial leadership roles with Assured Partners, Inc., including Vice President Corporate Finance from 2021 to 2022, the Eastern Regions Chief Financial Officer from 2018 to 2021 and the Midwest Region Chief Financial Officer from 2011 to 2018. Mr. Budde started his career in public accounting with EY in 1983 after graduating with a Bachelor of Science degree in Accounting from the University of Dayton. Mr. Budde joined Cincinnati Milacron Inc. in April 1994. Mr. Budde was appointed as Machine Tool Group Controller in January 1995, became the Vice President of Finance for Cincinnati Machine, a successor company, in October 1998, and was subsequently appointed as Vice President of Finance and Administration for UNOVA Manufacturing Technologies in 2002. Mr. Budde left UNOVA in 2003 to become the Chief Financial Officer at Neace Lukens, which was acquired by AssuredPartners in 2011. Mr. Budde was previously a member of the Finance Committee for St. Margaret of York parish and served on the Board of Trustees and Finance Committee for Mount Notre Dame High School.

Harry DeMott has more than 30 years of experience in the investment community, having worked as a research analyst and portfolio manager at investment banks, hedge funds and venture capital funds. He has served on the boards of several public companies and chaired a variety of board committees. He is a long-time operator and investor in the media, sports and entertainment industries. He is the co-founder of Raptor Ventures I LP, where he has been a General Partner since February 2011. In addition, Mr. DeMott is a member of the Board of Directors of Temerity Media d/b/a Proper (where he was the co-founder and also serves as CEO), Achari VenturesHolding Corp (AVHIU - where he chairs the Audit Committee), SecurityPoint Media and Kinslips. He also serves as founder and managing partner for Harmerle Investments, a family investment business – Chelsea Realty. Prior to co-founding Raptor Ventures, Mr. DeMott served on the Board of Directors of Pandora Media, Inc. from 2006 through 2011, along with a variety of other tech startups. Earlier, he served as senior analyst at Knighthead Capital Management, an analyst at King Street Capital Management, portfolio manager at Bourgeon Capital Management and managing member and founder at Gothic Capital Management. Mr. DeMott's career has been focused on finding, fostering and investing in disruptive technology companies. He previously spent nine years at First Boston (now Credit Suisse), where he was a director in the equity research division specializing in radio, TV, outdoor advertising and cell towers. He earned a Bachelor of Arts degree in economics from Princeton University in 1988 and a Master of Business Administration in finance from New York University in 1991.

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Michael L. Clark is a Chartered Financial Analyst (CFA) Charterholder with close to twenty years of investing and capital markets experience. He serves as a director of Laws Whiskey House, a privately held, Denver-based award-winning craft distillery. Mr. Clark has also served as a director of Halcón Resources from September 2016 until October 2019 and as a director of Paragon Offshore Ltd., including as Chairman of the Corporate Governance and Compensation Committee and a member of its Audit Committee, from July 2017 until its sale to Borr Drilling Limited in March 2018. Mr. Clark was a Partner of SIR Capital Management, LLC from 2014 until his retirement in 2016 and from 2008 to 2013 he served as a Portfolio Manager and Partner. Prior to that, Mr. Clark valued equities as a Portfolio Manager at Satellite Asset Management, LLC from 2005 to 2007 and as an Equity Research Analyst at SAC Capital Management, LLC from 2003 to 2005 and at Merrill Lynch from 1997 to 2002. Mr. Clark began his career at Deloitte & Touche, LLP, progressing to Senior Auditor. He is a Certified Public Accountant licensed in New York State. The National Association of Corporate Directors (NACD) recognized him as an NACD Governance Fellow in 2017. Mr. Clark earned a Bachelor of Arts in Economics from the University of Pennsylvania and a Master of Business Administration in Finance and Economics with Distinction from New York University’s Stern School of Business.

REQUIRED VOTE

The election of the directors of the Company requires the affirmative vote of a plurality of the shares of the Company's common stock present in person or represented by Proxy at the Annual Meeting, which will be the nominees receiving the largest number of votes, which may or may not constitute a majority.

RECOMMENDATION OF THE BOARD FOR PROPOSAL NO. 1:

The Board recommends a vote “FOR” the election of all the nominees described above.

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Information About the Executive Officers

The executive officers are appointed annually by our Board and hold office until their successors are elected and duly qualified, unless otherwise specified in an individual's employment agreement. There are no family relationships between any of our directors or executive officers. The current executive officers of the Company, and their ages as of March 6, 2023 are as follows:

Name	Age	Position	Officer Since
Richard F. Dauch	62	Chief Executive Officer	Chief Executive Officer since August 2021
Robert M. Ginnan	59	Chief Financial Officer	Chief Financial Officer since January 2022
Gregory T. Ackerson	46	Controller and Chief Accounting Officer	Controller and Chief Accounting Officer since 2019
Joshua J. Anderson	46	Chief Technology Officer	Chief Technology Officer since September 2021
Ryan W. Gaul	47	President, Commercial Trucks	President, Commercial Trucks since April 2021
John W. Graber	66	President, Aerospace	President, Aerospace since April 2021
James D. Harrington	62	General Counsel, Chief Compliance Officer, and Secretary	General Counsel and Secretary since August 2021
Stanley R. March	63	Vice President, Corporate Development and Communications	Vice President, Corporate Development and Communications since November 2021
James C. Peters	62	Vice President, Supply Chain Management	Vice President, Supply Chain Management since September 2021
Kerry K. Roraff	47	Chief Human Resources Officer	Chief Human Resources Officer since February 2022

Biographical information regarding our executive officers as of March 6, 2023 is set forth below:

Richard F.
Dauch

Chief Executive Officer, Director | Age: 62 | Chief Executive Officer since: 2021

Mr. Dauch has nearly 30 years of experience in the automotive and manufacturing industries. Mr. Dauch served as the Chief Executive Officer of the publicly traded automotive supplier, Delphi Technologies (NYSE: DLPH) from January 2020 to October 2021. Previously, Mr. Dauch served as the President and CEO of Accuride Corporation from 2011 to 2019 and of Acument Global Technologies from 2008 to 2011, in various executive roles at American Axle & Manufacturing from 1995 to 2008 and United Technologies from 1992 to 1995 and as an officer in the United States Army from 1983 to 1990.

Mr. Dauch attended the United States Military Academy at West Point, where he graduated with a Bachelor of Science in engineering, and the Massachusetts Institute of Technology, where he graduated with a dual Master of Science in engineering and management.

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Robert M. Ginnan		Chief Financial Officer \| Age: 59 \| Chief Financial Officer since: 2022 Mr. Ginnan has more than 20 years of senior finance and leadership experience. Prior to joining the Company, he most recently served as the Chief Executive Officer for privately held Family RV, the fifth largest RV dealer in the United States. Prior to serving as Chief Executive Officer of Family RV, he served as Chief Financial Officer, during which time revenues grew from $80 million to $200 million. Throughout his career, Mr. Ginnan has held positions of increasing responsibility in finance, ranging from plant to corporate levels. In these various roles, he has executed multiple accounting and information technology system installations and refined capital structures for firms in multiple industries. Mr. Ginnan received a Bachelor of Science in Accounting from the Ohio State University and a Master of Business Administration from Ashland University.

Gregory T. Ackerson		Corporate Controller and Chief Accounting Officer \| Age: 46 \| Chief Accounting Officer since: 2019 Mr. Ackerson has over 20 years of experience in accounting, auditing and finance and has served in several leadership positions throughout his career. He has been with the Company since April 2018. In addition to serving as Corporate Controller, he served as the Company's Interim Chief Financial Officer from September 2021 through January 2022. Prior to joining the Company, Mr. Ackerson was an Assurance Senior Manager with BDO USA LLP from December 2015 through March 2018 and Senior Manager Technical Accounting for NewPage Corporation from April 2011 through March 2015. Mr. Ackerson has also served as an Inspection Specialist for PCAOB and various progressive audit roles with PwC. Mr. Ackerson received his Master of Science in Accounting and Bachelor of Business Administration and Finance from the University of Cincinnati in 2000.

Joshua J. Anderson		Chief Technology Officer \| Age: 46 \| Chief Technology Officer since: 2021 Mr. Anderson has more than 20 years of experience in the EV and hybrid commercial vehicle space, with prior executive roles encompassing engineering, technology and intellectual property, business development and customer service. Prior to joining Workhorse, he most recently served in several capacities, including as Founder and President of Leiten beginning in 2019, a startup next-generation electric vehicle developer targeted at the medium duty chassis market, President of RexRover beginning in 2020, a final stage manufacturer and upfitter of work trucks and equipment, and President of DESCH Systems beginning in 2013, a design services firm focused on medium- and heavy-duty truck and bus development and electrification. Prior to these roles, Mr. Anderson served as Executive Vice President of Engineering and Director of Research and Development at DesignLine Corporation from 2009 to 2013 and served in various capacities at Transportation Techniques between 1999 and 2008, including as Chief Technology Officer and Vice President of Vehicle Development. Mr. Anderson received his Bachelor of Science degree in Engineering from Harvey Mudd College. He is the co-inventor on twelve patents issued, including ten for electric vehicle and hybrid powertrain and controls for ground vehicles.

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Ryan W.
Gaul

President, Commercial Trucks | Age: 47 | President, Commercial Trucks since: 2021

Mr. Gaul has more than 20 years of automotive experience with more than 15 of those years in senior management. Before joining Workhorse, Mr. Gaul was employed by Gentherm, Inc (NASDAQ: THRM) a leading automotive technology company where he served in various roles since 2000. He brings broad functional leadership experience, having led IT, Strategy, M&A, Business Development, Marketing, Manufacturing and Supply Chain. While at Gentherm, Mr. Gaul held various senior executive leadership roles, including international assignments in Germany and China, where he led Gentherm's lean manufacturing transformation and commercial and manufacturing expansion in Asia. As SVP of Global Manufacturing and Supply Chain, he led over 10,000 associates and 12 manufacturing sites. Mr. Gaul also brings significant commercial experience, having led Marketing, Business Development, Strategy and M&A functions at the senior executive level.

Mr. Gaul received a Bachelor of Arts in Philosophy from the University of Missouri, Columbia.

John W.
Graber

President, Aerospace | Age: 66 | President, Aerospace since: 2021

Mr. Graber has more than 20 years of C-level experience in public and private companies engaged in the aerospace industry. Mr. Graber also has had leadership experience in corporate strategy, business development and M&A. Prior to his appointment as President, Aerospace, Mr. Graber had been leading the development of the Company's HorseFly™ last-mile drone delivery program since March 2020. Mr. Graber was Managing Partner of Master Aviation Group, an aerospace consulting business from 2014 through 2020. Prior to forming Master Aviation Group, Mr. Graber served as President and Chief Executive Officer of Global Aviation Holdings, as President of CHC Helicopter Services, President of ABX Air and Senior Vice President and Managing Director of ATA Airlines. Mr. Graber served as an Army Aviator for the US Army for 21 years and is a veteran of Operation Desert Storm.

Mr. Graber received a Bachelor of Arts from Thomas Edison State University and a Master of Business Administration from the University of Notre Dame.

James D. Harrington

General Counsel, Chief Compliance Officer and Secretary | Age: 62 | General Counsel and Secretary since: 2021

Mr. Harrington has more than 35 years of experience, including nearly 15 years as a general counsel of publicly traded corporations. He most recently served as Senior Vice President, General Counsel, Secretary and Chief Compliance Officer at Delphi Technologies Inc. (NYSE: DLPH) from 2017 to 2020 and held various roles within the legal department at Tenneco Inc. (NYSE: TEN) including Senior Vice President, General Counsel, Secretary and Chief Compliance Officer from 2009 to 2017.

Mr. Harrington received a Bachelor of Business Administration in Accounting from the University of Notre Dame, a Master of Business Administration from the University of Chicago and a Juris Doctor from Northwestern University. He is also a Certified Public Accountant.

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Stanley R. March		Vice President, Corporate Development and Communications \| Age: 63 \| Vice President, Corporate Development and Communications since: 2021 Mr. March is a senior level executive with extensive experience in M&A activities, public affairs, investor relations and corporate communications. He leads strategic initiatives, mergers and acquisitions activities, public affairs, investor relations and corporate communications. Prior to joining the Company, he founded the March Group and served as Senior Vice President of Landis + Gyr (SWSIX: LAND), Group Vice President, Investor Relations, of STMircoelectronics (NYSE: STM), and in various management roles at Tenneco Inc. (NYSE: TEN). Mr. March received a Bachelor of Science in General Engineering from the United States Military Academy at West Point and a Master of Science in Chemical Engineering from Vanderbilt University.

James C. Peters		Vice President, Supply Chain Management \| Age: 62 \| Vice President, Supply Chain Management since: 2021 Mr. Peters is a proven supply chain executive with extensive experience at both the automotive OEM and Tier 1 levels. Prior to joining Workhorse, he was Executive Director Global Purchasing and Supplier Quality at American Axle and Manufacturing. He began his career at the former Chrysler Corporation where he spent 17 years holding a series of increasingly responsible positions in the areas of vehicle manufacturing, quality systems, purchasing and supplier quality operations.

		Mr. Peters received a Bachelor of Arts in Business Administration from Michigan State University.

Kerry K. Roraff		Chief Human Resources Officer \| Age: 47 \| Chief Human Resources Officer since: 2022 Kerry Roraff has over 20 years of progressive HR experience within the Automotive, Information Technology and Telecommunications industry. Prior to joining Workhorse, she worked for HARMAN for eight years as the Senior Director, North America Automotive where she was responsible for creating and executing the HR strategy in the areas of leadership development, talent acquisition, performance management, diversity, equity and inclusion, rewards, and organizational change management. In addition, she had global HR responsibility for a $2B infotainment business unit comprised of 1,700 employees. During her time with HARMAN, she held several HR leadership roles with increasing responsibility supporting supply chain, operations, sales, finance, strategy, and marketing. Ms. Roraff received a Bachelor of Arts in Human Resources from Michigan State University.

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Delinquent Section 16 Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of any class of our equity securities to file forms with the SEC reporting their ownership and any changes in their ownership of those securities. These persons also must provide us with copies of these forms when filed. Based on a review of copies of those forms, our records, and written representations from our directors and executive officers that no other reports were required, the following filings were not reported timely due to administrative delays: the grant of shares to Austin Scott Miller on May 5, 2022 that was not reported until June 6, 2022, the disposition of shares to cover tax withholding obligations by James Harrington on March 15, 2022 that was not reported until March 28, 2022, the disposition of shares to cover tax withholding obligations by James Harrington on September 15, 2022 that was not reported until December 1, 2022, the initial filing statement for the promotion of James Peters on May 3, 2022 that was not reported until February 14, 2023, the disposition of shares to cover tax withholding obligations by James Peters on October 4, 2022 that was not reported until February 14, 2023, the disposition of shares to cover tax withholding obligations by John Graber on October 20, 2022 that was not reported until December 1, 2022, the initial filing statement for the hiring of Kerry Roraff on February 21, 2022 that was not reported until April 29, 2022, the grant of shares to Kerry Roraff on February 21, 2022 that was not reported until January 6, 2023, the grant of shares to Kerry Roraff on February 23, 2022 that was not reported until January 6, 2023, the disposition of shares to cover tax withholding obligations by Kerry Roraff on August 21, 2022 that was not reported until January 6, 2023, the open market purchase of shares by Pamela Mader on March 15, 2022 that was not reported until March 29, 2022, the disposition of shares to cover tax withholding obligations by Richard Dauch on March 1, 2022 that was not reported until March 28, 2022, the dispositions of shares to cover tax withholding obligations by Richard Dauch on April 30, September 1, and October 31, 2022, respectively, that were not reported until December 1, 2022, the initial filing statement for the hiring of Robert Ginnan on January 1, 2022 that was not reported until February 9, 2022, the grant of shares to Robert Ginnan on January 4, 2022 that was not reported until January 6, 2023, the disposition of shares to cover tax withholding obligations by Robert Ginnan on July 4, 2022 that was not reported until January 6, 2023, and the disposition of shares to cover tax withholding obligations by Ryan Gaul on October 22, 2022 that was not reported until December 1, 2022. Other than these instances, we believe that all Section 16(a) filing requirements were complied with during 2022.

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Compensation Discussion and Analysis (“CD&A”)

INTRODUCTION

This CD&A conveys our compensation philosophy, objectives, programs, policies, and critical factors behind recent executive compensation decisions. It discusses the Human Capital Management and Compensation Committee’s (the “Committee” in this CD&A) determination of how and why, in addition to what, compensation actions were taken during 2022 and early 2023 for our Chief Executive Officer and our next two highest paid executive officers (the “Named Executive Officers” or “NEOs”). Our 2022 NEOs are:

Richard F. Dauch, Chief Executive Officer and Director

Robert M. Ginnan, Chief Financial Officer

James D. Harrington, General Counsel and Chief Compliance Officer

OVERVIEW

2022 was a transition year. Our new management team repositioned the vehicle portfolio and finalized testing of commercially ready drones. Upgrading the Union City facility, launching Stables and Stalls, and settling class action and derivative stockholder litigation were other accomplishments setting a foundation for growth. The Committee approved, and the Executive team implemented, several key ESG policies that can be found in the “Environmental, Social and Governance” section of the proxy. On the other hand, revenues fell significantly short of expectations primarily due to supply chain and design delays for the W-series and the discontinuance of the C1000.

To enhance our operational, supply chain, and technical capabilities, Workhorse made more than 40 managerial additions throughout 2022. Despite the financial distress of many new EV players, automotive leadership talent is still in high demand. EVs remain a strategic focus for both new entrants and legacy manufacturers. Likewise, the demand for management, engineering and specialized aviation and aeronautics skills enabling our drone business is elevated. With the buildout of the senior leadership team nearly complete, the pace of new executive hires is expected to slow dramatically in 2023.

Against this backdrop, the Committee did not make significant executive program or individual compensation adjustments. While establishing the long-term incentive plans of the new executive team, the Committee continued to better align with market practices and awarded performance-based units in 2021 and 2022 with the intent of increasing their mix to 50% by 2024.

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ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM FOR 2022:

Workhorse’s executive compensation program for 2022 was composed of base salary, a short-term incentive, and long-term incentives as described below:

	REWARD ELEMENT	OBJECTIVE	KEY FEATURES	HOW VALUE IS DETERMINED	2022 DECISIONS AND 2023 CHANGES
Fixed compensation	Base Salary	Compensates executives based on their responsibilities, experience, and skillset	Fixed element paid in cash	Benchmarked against a group of comparably sized corporations and industry peers	No adjustments were made in 2022 or in early 2023
At risk compensation	Short-Term Incentive	To motivate and incentivize performance over a one-year period	Award values and measures are reviewed annually; targets are set at the beginning of the year	Performance measured against: • Net Cash Flow (50%) • Revenues (20%) • Strategic Initiatives (30%)	Bonus target amounts were set at market for our NEOs Individual Performance factor based on strategic initiatives.
	Long-Term Incentive	To motivate and incentivize sustained performance over the long-term; aligns interests of our NEOs with those of long-term stockholders	Value is delivered in the form of shares of restricted stock (70%) and performance-based units (30%)	Restricted stock has 3 year time-based vesting and value is share price driven Our NEOs’ 2022 grants included performance-based awards measured against total shareholder return relative to that of an approved list of performance peer companies and EBITDA targets	Restricted stock awards were made at market competitive levels Vesting of new awards was changed from semi-annual to annual Performance-based units were increased to 40% of equity grants in 2023.

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Target NEO Compensation

We emphasized allocating a significant portion of our NEOs’ compensation to at-risk and variable pay. Approximately 86% of our CEO’s and 67% of our other two NEOs’ target total compensation qualifies as at-risk or variable in nature. The graphs below illustrate the allocation of our NEOs’ pay under our latest programs and awards:

NAMED EXECUTIVE OFFICERS

Our Named Executive Officers, along with other select members of the senior management team, participate in the compensation plans and programs described in this CD&A. While different in some respects, the compensation programs for the broader employee population at Workhorse are driven by consistent principles, which seek to compete effectively for talent in our industry and reward strong corporate and individual performance.

Name	Age	Position
Richard F. Dauch	62	Chief Executive Officer and Director
Robert M. Ginnan	59	Chief Financial Officer
James D. Harrington	62	General Counsel and Chief Compliance Officer

WORKHORSE’S EXECUTIVE COMPENSATION OBJECTIVES & PRACTICES

To ensure that our executive compensation program is consistent with our business strategy, we have developed the following objectives:

•

to attract, motivate, retain, and reward a knowledgeable and driven management team and to encourage them to exceed performance expectations within an acceptable risk tolerance; and

•

to reward each executive based on individual and corporate performance and to incentivize executives to drive growth and ESG objectives.

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These objectives are intended to promote our long-term success and are built on the following compensation principles:

•

compensation is designed to align executives with critical business objectives;

•

compensation should be fair and reasonable to stockholders and be set with reference to the local market and similar positions at comparable companies;

•

an appropriate portion of total compensation should be performance based, aligning the interest of executives with those of our stockholders; and

•

compensation should be transparent to the Board, executives, and our stockholders.

All elements of compensation are compared to the total compensation packages of a peer group of companies, which includes both competitors and companies representing our industry broadly to reflect the markets in which we compete for business and people.

COMPENSATION BEST PRACTICES

We have made significant efforts to align our executive compensation programs and practices with stockholder interests, and to incorporate strong governance standards within our compensation program, such as:

✔ What We Do		✘ What We Do Not Do
✔ Annual Incentives Based on Performance - Our program is based on our financial performance and the Committee’s assessment of individual performance.		✘ No Guaranteed Annual Salary Increases or Bonuses.
✔ Incentive Award Payouts are capped at 200% of target		✘ No Repricing or Exchange of Underwater Stock Options.
✔ Mix of Variable & Performance Based Compensation		✘ No Plans that Encourage Excessive Risk-Taking.
✔ Double Trigger on Change of Control Payments		✘ No Hedging or Pledging of Workhorse Securities.
✔ Recoupment Policy - Executive officers are subject to a		✘ No Excessive Perks.
recoupment policy on incentive awards in the event of a restatement of our financial statements.
✔ Stock Ownership Guidelines - CEO is six times his base salary; other NEOs are 3 times their base salaries.
✔ No Excise Tax Gross-Ups - No gross-ups for excise taxes in any executive employment agreement or severance program.
✔ Engagement of Independent Compensation Consultant - Retained by our Committee and does not provide any other services to management or the Company.

EXECUTIVE COMPENSATION RECOUPMENT POLICY

Under the Compensation Recoupment Policy, the Board can recoup all or part of any compensation paid to an executive officer in the event of a material restatement of the Company’s financial results. The Board will consider:

•

whether any executive officer received compensation based on the original consolidated financial statements because it appeared he or she achieved financial performance targets that in fact were not achieved based on the restatement; and

•

the accountability of any executive officer whose acts or omissions were responsible, in whole or in part, for the events that led to the restatement and whether such actions or omissions constituted misconduct.

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ROLE OF THE HUMAN CAPITAL MANAGEMENT AND COMPENSATION COMMITTEE IN SETTING COMPENSATION & OVERSIGHT OF OUR PROGRAMS

As discussed in more detail in the section entitled "Information About the Board of Directors — Human Capital Management and Compensation Committee," the Committee plays a critical role regarding our compensation programs. The Committee is responsible for developing the executive compensation philosophy and reviewing and recommending to the Board for approval all compensation policies and compensation programs for the executive team. The Committee is responsible for reviewing and recommending to our Board the compensation of our senior management, including salaries, bonuses, termination arrangements, and other executive officer benefits, as well as the compensation for our non-employee directors. The Committee also administers our equity incentive plans and approves employment and compensation agreements with our executive officers.

ROLE OF MANAGEMENT IN SETTING COMPENSATION

Our CEO is consulted in the Committee’s determination of compensation matters related to the executive officers reporting directly to the CEO. Each year, the CEO makes recommendations to the Committee regarding such components as salary adjustments, target annual incentive opportunities and the value of long-term incentive awards. In making his recommendations, the CEO considers such components as experience level, individual performance, overall contribution to Company performance and market data for similar positions. The Committee takes the CEO’s recommendations under advisement, but the Committee makes all final decisions regarding such individual compensation.

Our CEO’s compensation and performance are reviewed and discussed by the Committee, which then makes recommendations regarding his compensation to the independent members of our Board. Our Board ultimately makes decisions regarding the CEO’s compensation.

Our CEO attends Committee meetings as necessary. He is excused from any meeting when the Committee deems it advisable to meet in an executive session or when the Committee meets to discuss items that would impact the CEO’s compensation. The Committee may consult other employees, including the remaining NEOs, when making compensation decisions, but the Committee is under no obligation to involve the NEOs in its decision-making process. Our Chief Human Resources Officer serves as a coordinator at Committee meetings and provides requested information and analysis for discussion.

ROLE OF THE COMPENSATION CONSULTANT IN SETTING COMPENSATION

The Committee has engaged the services of Compensation Advisory Partners, LLC (“CAP”) as its independent executive compensation consultant. Certain of our Board members have worked with CAP in the past and value the firm’s collective knowledge and capabilities, as well as its ability to help us develop compensation programs that incentivize our executives and align performance with company strategies and stockholders’ interests.

CAP’s current role is to advise the Committee on matters relating to executive compensation to help guide, develop, and implement our executive compensation programs. CAP reports directly to the Committee. The Committee regularly reviews the services provided by CAP and believes the firm to be independent in providing executive compensation consulting services to us. A review of CAP’s relationship did not raise any conflicts of interest, consistent with the guidelines provided under the Dodd-Frank Act and by the SEC and Nasdaq. In making this determination, the Committee notes that during 2022:

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CAP did not provide any services to the Company or management, other than services requested by or with the approval of the Committee, and its services were limited to executive and director compensation consulting with the exception of providing broad based long-term incentive award data.

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The Committee or members of the Committee meet regularly in executive sessions with CAP, outside the presence of management;

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CAP maintains a conflicts policy, which was provided to the Committee with specific policies and procedures designed to ensure independence;

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Fees paid to CAP by Workhorse during 2022 were less than 1% of CAP’s total revenue;

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None of the CAP consultants working on matters with us otherwise had any previous business or personal relationships with Committee members;

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None of the CAP consultants working on matters with us (or any consultants at CAP) had any previous business or personal relationships with any of our executive officers; and

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None of the CAP consultants working on matters with us own shares of our common stock.

The Committee continues to monitor the independence of its compensation consultant on a periodic basis.

COMPENSATION PEER GROUP

We have developed a compensation peer group, which is composed of specific peer companies within our industry. Our peer group was developed with the assistance of CAP and is used to analyze our executive and director compensation levels and overall program design. This compensation peer group is used to determine market levels of the main elements of executive compensation (base salary, annual incentives/bonus, long-term incentives, as well as total direct compensation).

The peer group is also used to benchmark industry practices regarding the structure and mechanics of annual and long-term incentive plans, employment agreements, severance and change in control policies and employee benefits. The composition of the peer group is reviewed by the Committee on an annual basis to ensure we have and maintain an appropriate group of comparator companies.

In September 2022, with the assistance of CAP, the Committee reviewed the peer group for potential changes and ultimately approved the group of companies listed below for use as a source of executive compensation and practices data. Selected peer companies should reflect an optimum mix of the criteria listed below in their relative order of importance:

Competitive market:

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Competitors—companies in the same or similar industry sector; and

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Competing Industry—companies in the same general industry sector having similar talent pools.

Size and demographics:

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Companies that are generally similar in revenue and/or market cap size and whose median revenue for the group approximates our revenue;

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Firms with a competitive posture and comparable area of operations; and

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Companies within our corporate headquarters region.

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The Committee, based on CAP’s analysis and our internal analysis, determined to use the following peer group of 16 companies to evaluate and compare our compensation practices in 2022 and 2023.

TICKER	PEER COMPANY	HQ LOCATION	~MILES TO WKHS	INSIDERS OWNERSHIP	POST IPO YRS	FISCAL YR END	↓TTM REVENUE ($)	% CHANGE TTM REV.	PRIMARY INDUSTRY	MARKET CAP ($)	TSR 1-YEAR	TSR 3-YEAR
SMP	Standard Motor Prod.	Long Island City, NY	557	10%	54.5	12/21	1,362.4	9.4%	Auto Parts & Equipment	982	6.4%	1.6%
THRM	Gentherm	Northville, MI	223	1%	29.1	12/22	1,020.0	-7.5%	Auto Parts & Equipment	2,068	-13.1%	14.3%
SHYF	The Shyft Group	Novi, MI	226	2%	38.0	12/21	989.0	21.1%	Const. Machinery/ Hvy Trucks	651	-48.6%	19.8%
CVGI	Commercial Vehicle Grp	New Albany, OH	95	5%	17.9	12/21	963.7	6.3%	Const. Machinery/ Hvy Trucks	192	-42.4%	-10.0%
SRI	Stoneridge	Novi, MI	226	5%	24.7	12/21	827.3	10.2%	Auto Parts & Equipment	468	-42.5%	-18.4%
MLR	Miller Industries	Ooltewah, TN	293	4%	26.5	12/21	783.5	12.3%	Const. Machinery/ Hvy Trucks	259	-40.8%	-7.6%
BLBD	Blue Bird Corp.	Macon, GA	446	2%	7.3	09/22	735.2	-4.9%	Const. Machinery/ Hvy Trucks	295	-62.4%	-22.4%
HZN	Horizon Global Corp.	Plymouth, MI	219	0%	7.0	12/21	722.9	-9.5%	Auto Parts & Equipment	45	-80.5%	-23.1%
MPAA	Motorcar Parts of Am.	Torrance, CA	>625	5%	28.3	03/22	665.3	11.9%	Auto Parts & Equipment	251	-41.7%	-15.1%
VOXX	VOXX Intl. Corp.	Orlando, FL	>625	16%	35.1	02/22	627.6	-0.2%	Consumer Electronics	223	-31.9%	30.8%
STRT	Strattec Security Corp.	Milwaukee, WI	324	6%	27.4	06/22	452.3	-6.8%	Auto Parts & Equipment	131	-25.7%	12.0%
AMOT	Allied Motion Tech.	Amherst, NY	383	13%	53.5	12/21	437.8	12.0%	Elect. Components & Equip.	354	-33.3%	-3.0%
ULBI	Ultralife Corp.	Newark, NY	456	38%	29.5	12/21	108.0	1.8%	Elect. Components & Equip.	73	-45.8%	-17.0%
SYPR	Sypris Solutions	Louisville, KY	107	32%	28.1	12/21	106.7	20.3%	Auto Parts & Equipment	51	-35.4%	44.1%
ZEV	Lightning eMotors	Loveland, CO	>625	8%	2.0	12/21	19.4	7.7%	Const. Machinery/ Hvy Trucks	209	-67.4%	N/A
SPRU	Spruce Power Holding Corporation	Wixom, MI	228	15%	2.8	12/21	19.0	-11.9%	Auto Parts & Equipment	163	-86.5%	N/A
75th Percentile							861.4	11.9%		383	-32.9%	13.7%
Median	Company Count = 16						694.1	7.0%		237	-42.1%	-5.3%
25th Percentile							355.4	-5.4%		155	-52.0%	-16.5%
WKHS	Workhorse Group Inc.	Sharonville, OH	—	4%	12.5	12/21	-2.5	N/A	Automobile Manufacturers	425	-84.9%	-4.0%
	*Percentile Rank vs. Peers*						Lowest	N/A		77%	2%	52%

TTM (Trailing Twelve Months) up to June 30, 2022	Information from Standard & Poor's Capital IQ
All dollar values are in millions (000s)	Current Market Cap and TSR as of June 30, 2022

We will continue to monitor this group each year to determine the best mix of companies to use as comparators for compensation related purposes.

COMPENSATION ELEMENTS AND RATIONALE

There are three basic components to our executive compensation program: base salary, our annual incentive program, and long-term incentive equity compensation. The Committee actively evaluates our executive compensation program design against best market practices given our growth profile and financial condition. A recent review of our executive compensation levels relative to market found that overall total compensation is at the 68^th percentile in terms of total direct compensation using target total cash and equity awards. Executive base salaries (excluding the CEO) are generally at or below market

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median overall while we emphasize a pay for performance philosophy with above market median bonus targets that result in an opportunity to earn above median total cash.

Our CEO’s total target cash and equity compensation are above the 75^th percentile of our compensation peer group and detailed within his employment agreement dated July 26, 2021. Mr. Dauch has nearly 30 years automotive and manufacturing experience including a proven track record of turnarounds at legacy auto suppliers. His experience and expertise is critical to the success of the Company during this critical time in our development and commands a competitive compensation package that is highly contingent upon performance.

The total target cash and equity compensation of our other NEOs, Mr. Ginnan and Mr. Harrington, are within the third and fourth quartiles of our compensation peer group and are detailed in their employment agreements dated January 4, 2022, and August 21, 2021, respectively. Their target cash compensation is within +/- 5% of the median of our compensation group. Their target equity compensation is above median of our compensation peer group increasing their total target compensation to the upper two quartiles. These compensation packages are necessary to attract accomplished executives to a company in the earlier stages of its life cycle. The higher mix of equity versus our compensation group peers conserves cash and enhances alignment with stockholders.

BASE SALARY

Base salary is the foundation of our compensation program. As previously mentioned, we benchmark base salaries with the assistance of our Compensation Consultant and set them to be competitive within the talent marketplace. Base salary is also a determinant of incentive compensation and benefits. The table below sets forth the annualized 2022 salaries for our NEOs.

NAME	POSITION	2022 SALARY
Richard F. Dauch	Chief Executive Officer and Director	$1,000,000
Robert M. Ginnan	Chief Financial Officer	$400,000
James D. Harrington	General Counsel and Chief Compliance Officer	$375,000

SHORT-TERM INCENTIVE PROGRAM (ANNUAL BONUS)

The Short-Term Incentive Plan (“STIP”) provides an opportunity for our NEOs to earn a cash bonus based upon achievement against key metrics. The STIP requires management to annually review the metrics and weightings to reflect critical business objectives and to obtain approval of the proposed framework from the Committee.

During the 1st quarter of 2022, the Committee established the 2022 STIP based on continued employment and achievement of the quantitative and qualitative performance metrics detailed below:

METRIC	WEIGHTING	THRESHOLD	TARGET	MAXIMUM	ACTUAL PERFORMANCE
Net Cash Flow (Millions)	50%	($136.7)	($118.9)	($103.8)	($109.0)
Revenue (Millions)	20%	$25.0	$78.9	$80.9	$5.0
Individual Strategic Initiatives	30%	n/a	n/a	n/a	n/a

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Net cash flow is a non-GAAP financial measure defined as cash flow from operations plus or minus cash flow from investing as disclosed in our Statement of Cash Flows (included in our Form 10-K). It excludes items that are unusual and non-recurring and do not reflect the efforts of the management team in the Committee’s judgment. Below is a reconciliation for Net Cash Flow used for the STIP to GAAP financial measures:

For 2022, the table below summarizes the reconciliation of our 2022 Free Cash Flow results (in millions):

Cash Balance 12/31/2021	$201.6
Cash Balance 12/31/2022	$99.3
ATM (deduct proceeds)	($12.9)
SEC Litigation Expenses (add back)	$6.1
Adjusted Cash Balance	$92.5
Cash Usage	($109.1)

For 2022, our NEOs’ STIP opportunities were based on market norms for their roles and their employment agreements. We tie our executive compensation to performance against defined metrics driven by strategic initiatives. The strategic metrics used in our NEOs’ awards under the STIP support building and selling commercial trucks and drones. While Mr. Dauch achieved a bonus at target, he voluntarily elected to reduce his bonus by 25 percent. The Committee also determined that an individual performance factor was warranted to Mr. Ginnan and Mr. Harrington for their exceptional efforts to mitigate financial risk and to settle the outstanding litigation and regulatory issues, respectively. The table below reflects 2022 STIP payout amounts.

NAME	INCENTIVE TARGET OPPORTUNITY	X	FINANCIAL & INDIVIDUAL FACTOR	=	STIP PAYOUT	+	INDIVIDUAL PERFORMANCE FACTOR	-	VOLUNTARY BONUS REDUCTION	=	FINAL BONUS PAYOUT
Richard F. Dauch	$1,250,000	x	100%	=	$1,250,000	+	$0	-	$312,500	=	$937,500
Robert M. Ginnan	$200,000	x	110%	=	$218,800	+	$50,000	-	0%	=	$268,800
James D. Harrington	$187,500	x	120%	=	$225,000	+	$100,000	-	0%	=	$325,000

Short-Term Incentive Plan Payouts = (((Net Cash Flow Achievement x Weight) + (Revenue Achievement x Weight) + (Individual Goal Achievement x Weight)) x Bonus Target) x Base Salary

2022 Short-Term Incentive Program Payouts

After the level of performance is determined by the Committee, the payout percentage for each individual metric is multiplied by its weight and added together to calculate the total payout percentage for each NEO. The tables below detail these calculations:

Richard F. Dauch Achievement Details
	NET CASH FLOW	REVENUE	INDIVIDUAL STRATEGIC INITIATIVE ACHIEVEMENT	FINAL ACHIEVEMENT
Target (Millions)	($118.90)	$78.90	100%
Weighting	50.0%	20.0%	30%
	x	x	x
Performance	139.0%	0.0%	102%
Total Weighted Performance	69.5%	0.0%	30.5%	100.0%

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Robert M. Ginnan Achievement Details
	NET CASH FLOW	REVENUE	INDIVIDUAL STRATEGIC INITIATIVE ACHIEVEMENT	FINAL ACHIEVEMENT
Target (Millions)	($118.90)	$78.90	100%
Weighting	50.0%	20.0%	30.0%
	x	x	x
Performance	165.0%	0.0%	91.7%
Total Weighted Performance	82.5%	0.0%	27.5%	110.0%

James D. Harrington Achievement Details
	NET CASH FLOW	REVENUE	INDIVIDUAL STRATEGIC INITIATIVE ACHIEVEMENT	FINAL ACHIEVEMENT
Target (Millions)	($118.90)	$78.90	100%
Weighting	50.0%	20.0%	30.0%
	x	x	x
Performance	165.0%	0.0%	125.0%
Total Weighted Performance	82.5%	0.0%	37.5%	120.0%

LONG-TERM INCENTIVE PROGRAM (EQUITY)

Our long-term incentive program (LTIP) uses performance share units, restricted stock, and option awards to both motivate and retain executives and to align their performance with stockholder value creation. In awarding long-term incentives, with the guidance of our Compensation Consultant, the Committee compares our long-term incentive program to those of comparable companies in our compensation peer group and evaluates factors such as: the value of awards granted to each executive position within the market; the number of shares available under our equity plans; and the number of outstanding award shares and proposed award shares relative to our total shares outstanding.

Each long-term incentive grant is based on the executive’s employment agreement, position level, and overall market competitiveness. The Committee also takes into consideration previous equity grants, as well as overall share usage and availability within our LTIP plan.

Each of the NEOs has a target LTIP value expressed as a percentage of base salary. These targets are reviewed on an annual basis and serve as a guide to the Committee in establishing grant values each year. Our 2022 LTIP award targets are shown in the table below.

NAME	POSITION	TARGET LTIP AWARD VALUE (% OF BASE SALARY)	TARGET LTIP AWARD GRANT DATE VALUE	RSAs	PSUs
Richard F. Dauch	Chief Executive Officer and Director	500%	$5,000,000	$3,500,000	$1,500,000
Robert M. Ginnan	Chief Financial Officer	150%	$600,000	$420,000	$180,000
James D. Harrington	General Counsel and Chief Compliance Officer	150%	$562,500	$393,750	$168,750

2022 ANNUAL LTIP AWARDS

Our NEOs were awarded restricted shares in accordance with our annual target award values described above. These shares vest ratably over a 3-year period from the date of grant. Details on the grant date value and number of shares awarded to each NEO are listed in the Grants of Plan-Based Awards table.

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2022 INDUCEMENT RELATED LTIP AWARD

Mr. Ginnan was hired in January 2022 and received a one-time, inducement award consisting of time-based restricted stock. The award will vest biannually over a 3-year period from the date of grant. The number of shares awarded was determined based on the closing stock price on the date of grant. Details on the shares awarded to Mr. Ginnan are provided in the Grants of Plan-Based Awards table.

2022 AND 2023 EXECUTIVE OFFICER LTIP AWARDS

In 2022, we introduced performance-based LTIP awards into our NEO grant mix. We started by allocating 30% of the total LTIP award value to performance-based awards and 70% to time-based restricted stock with a plan to have a balanced mix by 2024. 2023 LTIP awards will consist of 40% performance-based awards and 60% time-based. Our performance-based award payouts will be determined based on our Relative Total Shareholder Return (rTSR) and EBITDA performance throughout the 3-year performance period. We believe that performance awards provide balance to our award mix. Our restricted stock awards provide for retention of our executive talent while the performance-based awards will incentivize strong performance over the longer term. Both vehicles directly tie our executive interests to those of our stockholders through share ownership.

For our awards based on the measurement of relative TSR the Committee reviews and approves a group of performance peers against which the TSR performance of Workhorse will be compared. The table below lists the performance peers against which our performance is measured for 2022 awards.

TICKER	TYPE	PEER COMPANY NAME	HQ LOCATION	PRIMARY INDUSTRY
ARVL	~	Arrival	Luxembourg	Automobile Manufacturers
GOEV	~	Canoo	CA	Automobile Manufacturers
ELMS	~	Electric Last Mile Sols.	MI	Automobile Manufacturers
FSR	~	Fisker	CA	Automobile Manufacturers
ZEV	~	Lightning eMotors	CO	Const. Machinery & Heavy Trucks
LEV	~	Lion Electric Co., The	Canada	Const. Machinery & Heavy Trucks
RIDE	~	Lordstown Motors Corp.	OH	Automobile Manufacturers
NKLA	~	Nikola Corp.	AZ	Const. Machinery & Heavy Trucks
PTRA	~	Proterra Inc.	CA	Const. Machinery & Heavy Trucks
REE	~	REE Automotive Ltd.	Israel	Auto Parts & Equipment
SHYF	~	The Shyft Group	MI	Const. Machinery & Heavy Trucks
SPRU	~	Spruce Power	MI	Auto Parts & Equipment
Company Count = 12	= drone company ~= electric vehicle company

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The Committee reviewed the performance peer group again in early 2023 and approved the following group for 2023 performance awards. Certain changes to the composition of the group were made to filter out a handful of companies in distress and to add a couple of drone companies into the overall mix of peers. The list shown in the table below will be used to determine relative performance for our 2023 awards.

TICKER	TYPE	PEER COMPANY NAME	HQ LOCATION	PRIMARY INDUSTRY
AVAV		AeroVironment	VA	Aerospace & Defense
FSR	~	Fisker	CA	Automobile Manufacturers
LEV	~	The Lion Electric Co.	Canada	Const. Machinery & Heavy Trucks
RIDE	~	Lordstown Motors Corp.	OH	Automobile Manufacturers
NKLA	~	Nikola Corp.	AZ	Const. Machinery & Heavy Trucks
PTRA	~	Proterra Inc.	CA	Const. Machinery & Heavy Trucks
RCAT		Red Cat Holdings	PR	Electronic Equip. & Instruments
SHYF	~	The Shyft Group	MI	Const. Machinery & Heavy Trucks
XOS	~	Xos, Inc.	CA	Const. Machinery & Heavy Trucks
Company Count = 9	= drone company ~= electric vehicle company

NON-CASH COMPENSATION

The Company provides standard health benefits to its executives including medical, dental, and disability insurance intended to be competitive with comparable companies in our industry.

The Company provides a temporary housing allowance and travel, grossed up for taxes, for Mr. Dauch and Mr. Harrington.

COMPENSATION AND RISK

We do not believe that our compensation policies and practices are reasonably likely to have a material adverse effect. We have taken steps to ensure our executive compensation program does not incentivize risk inconsistent with the Company’s risk appetite. Several ways we currently manage compensation risk are:

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appoint a Committee composed entirely of independent directors to oversee the executive compensation program;

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award a mix of deferred equity compensation encouraging a focus on long-term performance versus short-term results and retention of key executive talent; and

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disclose executive compensation to stakeholders.

CONSIDERATION OF MOST RECENT STOCKHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION

As required by Section 14A of the Exchange Act, at our 2021 Annual Meeting of Stockholders our stockholders voted, in an advisory manner, on a proposal to approve our named executive officer compensation. This was our most recent stockholder advisory vote to approve named executive officer compensation. The proposal was approved by our stockholders, receiving approximately 84.53% of the vote of the stockholders who voted on this item.

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COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No person who served as a member of our Human Capital Management and Compensation Committee during 2022 was a current or former officer or employee of our Company or engaged in certain transactions with our Company required to be disclosed by regulations of the SEC. Additionally, during the 2022 fiscal year there were no Committee “interlocks,” which generally means that no executive officer of our Company served: (a) as a member of the compensation committee (or other Board committee performing equivalent functions or, in the absence of any such committee, the entire Board) of another entity which had an executive officer serving as a member of our Committee; (b) as a director of another entity which had an executive officer serving as a member of our Company’s Compensation Committee; or (c) as a member of the compensation committee (or other Board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity which had an executive officer serving as a director of our Company.

HUMAN CAPITAL MANAGEMENT AND COMPENSATION COMMITTEE REPORT

The Committee has reviewed and discussed the foregoing compensation discussion and analysis with Company management. Based on that review and those discussions, the Committee recommended to the Board that the compensation discussion and analysis be included in the Company’s Form 10-K for the year ended December 31, 2022 and this proxy statement.

Respectfully submitted by the Human Capital Management and Compensation Committee,

Michael L. Clark, Chair
Harry DeMott
Pamela S. Mader
Austin Scott Miller
H. Benjamin Samuels

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SUMMARY COMPENSATION TABLE

The following summary compensation table sets out details of compensation paid to (a) our principal executive officer; (b) each of our two most highly compensated executive officers who served as executive officers during the fiscal year ended December 31, 2022; and (c) up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the year ended December 31, 2022.

NAME AND PRINCIPAL POSITION	YEAR	SALARY ($)	BONUS ($)⁽¹⁾	STOCK AWARDS ($)⁽²⁾	OPTION AWARDS ($)⁽²⁾	NON-EQUITY INCENTIVE PLAN COMPENSATION ($)⁽³⁾		CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)	ALL OTHER COMPENSATION ($)⁽⁴⁾		TOTAL ($)
Richard F. Dauch	2022	1,000,000	—	5,000,000	—		937,500	—		142,302	7,079,802
Chief Executive Officer and Director	2021	442,250	1,250,000	7,220,000	3,000,000		11,998	—		38,403⁽³⁾	11,962,651
Robert M. Ginnan Chief Financial Officer	2022	392,312	50,000	1,050,001	—		218,800	—		32,185	1,743,298
James D. Harrington	2022	375,003	100,000	562,500	—		225,000	—		138,904	1,401,407
General Counsel, Chief Compliance Officer, and Secretary	2021	164,558	200,000	1,336,263	—		7,714	—		27,538⁽⁴⁾	1,736,073

1.	The amounts shown for 2022 for Mr. Ginnan and Mr. Harrington reflect a discretionary bonus for exceptional performance awarded in 2023 for work done in 2022.
2.	The amounts shown represent the aggregate grant date fair value of the award computed in accordance with FASB ASC Topic 718 to each of our Named Executive Officers. Additional information regarding the award can be found in “Compensation Discussion and Analysis—Long-Term Incentive Plan (Equity)” on page 39.
3.	The amounts shown represent the payout received in 2023 for performance in 2022 for our Short-Term Incentive Plan (see “Compensation Discussion and Analysis—Short-Term Incentive Program (Annual Bonus)” on page 37).
4.	The following table summarizes the amounts shown in the All Other Compensation Column.

NAME	EMPLOYER 401K MATCH ($)	EMPLOYER PAID HEALTH PREMIUMS ($)	EMPLOYER PAID GROUP TERM LIFE INSURANCE PREMIUMS ($)^(I)	EMPLOYER PAID HOUSING & RELOCATION ($)	TAX OFFSET ($)^(II)	OTHER ($)	TOTAL ($)
Richard F. Dauch	11,261	10,211	127	72,176	48,477	50	142,302
Robert M. Ginnan	18,300	13,692	116	—	27	50	32,185
James D. Harrington	18,300	18,849	—	54,618	47,087	50	138,904

Amounts reflect the dollar value of premiums paid by the Company for life insurance in an amount equal to $100,000. Employees may purchase additional life insurance at the employee's expense. Any additional life insurance the employee may purchase through the Company is payroll deducted.

ii.

We provide tax benefits to employees who relocate or spend a significant amount of time at one of our Company's offices away from their typical work location.

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PAY VERSUS PERFORMANCE TABLE

YEAR	SUMMARY COMPENSATION TABLE TOTAL FOR MR. DAUCH	SUMMARY COMPENSATION TABLE TOTAL FOR MR. HUGHES	COMPENSATION ACTUALLY PAID TO MR. DAUCH	COMPENSATION ACTUALLY PAID TO MR. HUGHES	AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-CEO NEOS	AVERAGE COMPENSATION ACTUALLY PAID TO NON-CEO NEOS	VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:	WORKHORSE GROUP GAAP NET LOSS ($mm)
YEAR	SUMMARY COMPENSATION TABLE TOTAL FOR MR. DAUCH	SUMMARY COMPENSATION TABLE TOTAL FOR MR. HUGHES	COMPENSATION ACTUALLY PAID TO MR. DAUCH	COMPENSATION ACTUALLY PAID TO MR. HUGHES	AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-CEO NEOS	AVERAGE COMPENSATION ACTUALLY PAID TO NON-CEO NEOS	WORKHORSE GROUP TOTAL SHAREHOLDER RETURN	WORKHORSE GROUP GAAP NET LOSS ($mm)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
2022	$ 7,079,802	n/a	$(376,377)	n/a	$1,571,967	$772,624	$ 7.68	$(117.27)
2021	$11,962,651	$1,390,373	$9,024,116	$(3,433,936)	$1,034,416	$179,182	$ 22.04	$(401.34)

1.	Our Chief Executive Officer (“CEO”), Richard Dauch, served as our Principal Executive Officer in 2022 and for 5 months in 2021. Duane Hughes served as Principal Executive Officer for 7 months and as non-CEO contractor for two additional months in 2021. Our other NEOs (“Non-CEO NEOs”) included:

For 2022, Robert Ginnan (who joined the Company as of January 4, 2022) and James Harrington

For 2021, Greg Ackerson, James Harrington (who served 4.5 months in 2021), John Graber, Joshua Anderson (who served 3.5 months in 2021) and Steve Schrader (who served for 9 months in 2021)

2.	For each year, the values included in columns (d), (e) and (g) for the Compensation Actually Paid to our CEOs and the average Compensation Actually Paid to our non-CEO NEOs reflect the following adjustments to the values included in column (d), (e) and (g), respectively:

	2022		2021
RECONCILIATION OF SUMMARY COMPENSATION TOTALS AND COMPENSATION ACTUAL PAID	MR. DAUCH	AVERAGE NON-CEO NEOS	MR. DAUCH	MR. HUGHES	AVERAGE NON-CEO NEOS
Summary Compensation Table Total (columns (b), (c) and (f))	$ 7,079,802	$1,571,967	$ 11,962,651	$ 1,390,373	$ 1,034,416
- Deduction for Amounts Reported under the “Stock Awards” column in the Summary Compensation Table for Applicable FY	$(5,000,000)	$ (806,251)	$(7,220,000)	$ (150,000)	$ (665,718)
- Deduction for Amounts Reported under the “Option Awards” column in the Summary Compensation Table for Applicable FY	$ 0	$ 0	$(3,000,000)	$ 0	$ 0
+ Increase based on ASC 718 Fair Value of Awards Granted
during Applicable Fiscal Year (FY) that Remain Unvested as of Applicable Fiscal Year End (FYE), determined as of Applicable	$ 3,152,756	$ 386,283	$ 7,281,465	$ 0	$ 340,005
FYE^(a)
+ Increase based on ASC 718 Fair Value of Awards Granted
during Applicable FY that Vested during Applicable FY, determined	$ 0	$ 21,667	$ 0	$ 92,587	$ 24,003
as of Vesting Date^(b)
[+/-] Increase/Deduction for Awards Granted during Prior FY that
were Outstanding and Unvested as of Applicable FYE, determined based on change in ASC 718 Fair Value from Prior FYE to	$(5,245,321)	$ (369,510)	$ 0	$ 0	$ (90,491)
Applicable FYE^(c)
[+/-] Increase/Deduction for Awards Granted during Prior FY that
Vested During Applicable FY, determined based on change in ASC	$ (363,614)	$ (31,531)	$ 0	$ (446,950)	$ (89,883)
718 Fair Value from Prior FYE to Vesting Date^(d)
- Deduction for Awards Granted during Prior FY that Fail to Meet
the Applicable Vesting Conditions during the Applicable FY,	$ 0	$ 0	$ 0	$(4,319,947)	$ (373,150)
determined based on ASC 718 Fair Value as of Prior FYE^(e)
Compensation Actually Paid (columns (d), (e) and (g))	$ (376,377)	$ 772,624	$ 9,024,116	$(3,433,936)	$ 179,182

For each year, the calculated increase based on ASC 718 Fair Value of time-based restricted stock awards Granted during Applicable FY that Remain Unvested as of Applicable FYE, reflect the following assumptions:

AS OF FISCAL YEAR ENDING DECEMBER 31,	FYE PRICE PER SHARE
2022	$1.52
2021	$4.36

For each year, the calculated increase based on ASC 718 Fair Value of performance share units Granted during Applicable FY that Remain Unvested as of Applicable FYE, reflect the following assumptions:

AS OF FISCAL YEAR ENDING DECEMBER 31,	FYE PRICE PER SHARE	PROJECTED PERFORMANCE MULTIPLIER
2022	$1.52 – $2.61	100% – 158%
2021	$11.79	100%

Workhorse Group

2023 Proxy Statement

Table of Contents

For each year, the calculated increase based on ASC 718 Fair Value of stock option awards Granted during Applicable FY that Remain Unvested as of Applicable FYE, reflect the following assumptions:

AS OF FISCAL YEAR ENDING DECEMBER 31,	FYE PRICE PER SHARE	EXPECTED LIFE	RISK-FREE RATE	VOLATILITY	DIVIDEND YIELD
2021	$4.36	5.08 – 6.33	1.27% – 1.38%	111.21% – 114.89%	0.00%

For each year, the calculated increase based on ASC 718 Fair Value of time-based restricted stock awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date:

AS OF FISCAL YEAR ENDING DECEMBER 31,	VESTING DATE PRICE PER SHARE
2022	$2.60
2021	$6.59 – $9.34

For each year, the calculated increase (deduction) for time-based restricted stock awards granted during a Prior FY that were Outstanding and Unvested as of the Applicable FYE, determined based on change in ASC 718 Fair Value from the Prior FYE to Applicable FYE, reflect the following assumptions:

AS OF FISCAL YEAR ENDING DECEMBER 31,	FYE PRICE PER SHARE
2022	$1.52
2021	$4.36

For each year, the calculated increase (deduction) for performance share units granted during a Prior FY that were Outstanding and Unvested as of the Applicable FYE, determined based on change in ASC 718 Fair Value from the Prior FYE to Applicable FYE, reflect the following assumptions:

AS OF FISCAL YEAR ENDING DECEMBER 31,	FYE PRICE PER SHARE	PROJECTED PERFORMANCE MULTIPLIER
2022	$2.61	144.8%

For each year, the calculated increase (deduction) for stock option awards granted during a prior FY that were outstanding and unvested as of the applicable FYE, determined based on change in ASC 718 Fair Value from the prior FYE to applicable FYE, reflect the following assumptions:

AS OF FISCAL YEAR ENDING DECEMBER 31,	FYE PRICE PER SHARE	EXPECTED LIFE	RISK-FREE RATE	VOLATILITY	DIVIDEND YIELD
2022	$1.52	4.58 – 5.33	3.98% – 4.04%	114.09% – 121.10%	0.00%
2021	$4.36	0.92 – 2.12	0.36% – 0.76%	112.10% – 120.46%	0.00%

For each year, the calculated increase (deduction) for time-based restricted stock awards granted during a Prior FY that were Vested as of the Applicable FYE, determined based on change in ASC 718 Fair Value from the Prior FYE to Applicable Vesting date, reflect the following assumptions:

AS OF FISCAL YEAR ENDING DECEMBER 31,	VESTING DATE PRICE PER SHARE
2022

SEC Form DEF 14A filed by Workhorse Group Inc.