Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.




Resignation of Director

On January 28, 2022, Mahesh Saptharishi, previously designated to serve on the Board of Directors (the "Board") of Evolv Technologies Holdings, Inc. (the "Company") pursuant to that certain Stockholder Agreement (the "Stockholder Agreement") between NewHold Investment Corp. and Motorola Solutions, Inc. ("Motorola"), stepped down from the Board effective immediately and consistent with the terms of the Stockholder Agreement. As previously disclosed by the Company, Motorola's right to a director designee on the Board under the Stockholder Agreement will continue until the expiration or termination of that certain Distributor Agreement, dated December 23, 2020, as amended and restated from time to time (the "Distributor Agreement"), by and between the Company and Motorola, pursuant to which the Company and Motorola agreed to integrate certain mutually agreed features and functionality, with certain Company products.





Appointment of Director

On January 28, 2022, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, and pursuant to the Stockholder Agreement, appointed John Kedzierski, as a designee of Motorola, to serve as a Class III director of the Board for a term ending at the 2024 annual meeting of stockholders of the Company, effective January 28, 2022. In approving the appointment, the Board concluded that Ms. Kedzierski satisfies the independence requirements of the Nasdaq Stock Market and the Company's Corporate Governance Guidelines.

John Kedzierski, 43, is currently Senior Vice President and General Manager of Video Security and Access Control at Motorola, since July 2019. He is responsible for product management, research and development, and sales for the Video Security and Access Control business. Immediately prior to leading the Video Security and Access Control business, Mr. Kedzierski was Corporate Vice President of Systems and Infrastructure products from October 2017 to July 2019. From September 2015 to October 2017, Mr. Kedzierski was Corporate Vice President and General Manager of North America Services and Commercial Markets. He holds a Bachelor of Science degree in Computer Engineering from the University of Illinois at Urbana-Champaign, and a Masters of Business Administration from Northwestern University's Kellogg School of Management.

Mr. Kedzierski will not receive compensation from the Company in connection with his position on the Board. Mr. Kedzierski is expected to enter into the Company's standard form of indemnification agreement with the Company. Other than the Distributor Agreement and the designation provisions of the Stockholder Agreement, (i) there are no arrangements or understandings between Mr. Kedzierski and any other person pursuant to which he was selected as a director, (ii) there are no family relationships between Mr. Kedzierski and any director or executive officer of the Company, and (iii) he does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.






Exhibit
No.        Description
104        Cover Page Interactive Data File (embedded within the Inline XBRL document)

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