DEF 14A of Energy Vault Holdings, Inc.
Filed Apr 10, 2025 · FY20240001104659-25-033747
PROPOSAL 1: ELECTION OF TWO CLASS I DIRECTORS
PROPOSAL 1: ELECTION OF TWO CLASS I DIRECTORS
PROPOSAL 1: ELECTION OF TWO CLASS I DIRECTORS
| ☐ | OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE RE-ELECTION OF EACH OF THE CLASS I DIRECTOR NOMINEES LISTED BELOW. |
General
General Our Second Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) provides for a classified board of directors consisting of three classes of directors, with each class serving staggered three-year terms and a nearly equal number of board members in each class, as determined by our Board. As a result, a portion of our Board of Directors will be elected each year. Our Board of Directors has nominated Larry Paulson and Mary Beth Mandanas as Class I directors with a term that will expire at the Annual Meeting and, if elected at the Annual Meeting, whose subsequent term will expire at the 2028 annual meeting of stockholders. Robert Piconi and Dylan Hixon are Class III directors with a term that expires at the 2027 annual meeting of stockholders. Stephanie Unwin, Theresa Fariello and Thomas Ertel are Class II directors with a term that expires at the 2026 annual meeting of stockholders. Any director or the entire Board may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 66 2/3% in voting power of the stock of the Company entitled to vote thereon. On the recommendation of the nominating and corporate governance committee of our Board of Directors, our Board of Directors, including its independent directors, selected and approved Larry Paulson and Mary Beth Mandanas as nominees for election as Class I directors, the class being elected at the Annual Meeting, each to serve for a term of three years, expiring at the 2028 annual meeting of the stockholders or until his or her successor is duly appointed or elected and qualified or until his earlier death, resignation or removal. We are not aware of any arrangements or understandings between the director nominees and any other person pursuant to which such persons were selected as a director nominee. Larry Paulson and Mary Beth Mandanas currently serve as members of our Board of Directors and have agreed to serve if elected. In the event the nominees named herein are unable to serve or decline to serve at the time of the Annual Meeting, the persons named in the enclosed proxy will exercise discretionary authority to vote for substitutes. Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the nominees. The proxy cannot be voted for a greater number of persons than two.
Recommendation of the Board of Directors
Recommendation of the Board of Directors Our Board of Directors unanimously recommends that the stockholders vote FOR the election of the Class I director nominees, Larry Paulson and Mary Beth Mandanas. Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the election of all the Class I director nominees.
Directors and Nominees
Directors and Nominees The following table and biographical information sets forth certain information about Larry Paulson and Mary Beth Mandanas as well as the continuing directors. Such information is current as of April 10, 2025 . The information presented below for each director includes the specific experience, qualifications, attributes and skills that led us to the conclusion that such director should be nominated to serve on our Board of Directors in light of our business. There is no family relationship between any of our executive officers, directors, or director nominees.
Directors and Nominees
| Name | Age | Position | Director Since | | Robert Piconi | 54 | Chief Executive Officer and Director | 2022 | | Larry M. Paulson | 72 | Director | 2021 | | Theresa Fariello | 64 | Director | 2023 | | Dylan Hixon | 58 | Director | 2025 | | Thomas Ertel | 69 | Director | 2022 | | Mary Beth Mandanas | 59 | Director | 2022 | | Stephanie Unwin | 54 | Director | 2024 |
Nominees for Election to the Board of Directors
Nominees for Election to the Board of Directors
Class I Directors
Class I Directors Larry Paulson has served as a member of our Board of Directors since 2021 and previously served as a director and non-executive Chairman of Novus Capital Corporation II director from its inception until 2022. Mr. Paulson co-founded Novus Capital Corporation and has served as its Chief Executive Officer and a director since its inception in March 2020 until its business combination with AppHarvest, Inc. (Nasdaq: APPH) in January 2021. Mr. Paulson has served as a managing member of Novus Capital Associates, LLC since its formation in October 2020. He has also served as principal and founder of Rancho Santa Fe Solutions, a wireless industry consulting company he founded in February 2010. From 2013 to January 2020, Mr. Paulson was with Qualcomm (Nasdaq: QCOM) where he served as Vice President of Product Management (2013 – 16), Vice President and President India and SAARC (2016 – 2018) and Vice President Sales NA and Australia (2018 – Jan 2020). Prior to Qualcomm, he served as Executive Vice President and Chief Marketing Officer of Brightpoint, Inc., a provider of worldwide distribution and integrated logistics services to the wireless communications industry, from 2011 to 2013. Prior to that he served with Nokia (NYSE: NOK) from 1987 to 2009 where he had numerous roles including global Senior Vice President and General Manager CDMA Product line. Mr. Paulson holds a BA in Communications from Point Park University. We believe Mr. Paulson is well qualified to serve as a director because of his more than thirty years of global senior management positions in the tech industry with expertise in wireless communications. Mary Beth Mandanas has served as a member of our Board of Directors since 2022. Ms. Mandanas currently serves as Chief Executive Officer for Onyx Renewable Partners L.P., having begun this role in January 2022. From July 2021 to July 2023, Ms. Mandanas served as an Independent Director, Audit Chair, on the Board of TortoiseEcofin Acquisition Corp III (NYSE: TRTL). From August 2020 to August 2021, she consulted and served as Chief Investment Officer for Sol Systems, LLC, a renewable energy infrastructure and impact investment company based in Washington, DC. Previously, from the fall of 2015 to May 2020, Ms. Mandanas held the position of Executive Vice President, Chief Strategy Officer, of CleanChoice Energy, Inc., a company engaged in renewable energy retail supply and community solar, where she led strategic planning and was responsible for raising capital, banking/investor relations and establishing protocols for risk management and financial reporting. Ms. Mandanas earned her M.B.A degree from Vanderbilt University and graduated, magna cum laude, with a B.S. from the University of South Carolina. We believe Ms. Mandanas is well qualified to serve as a director because of her significant experience and knowledge in finance, risk management, investment banking, business and work with companies involved in renewable energy and other areas of the energy industry.
Continuing Members of the Board of Directors
Continuing Members of the Board of Directors
Class II Directors
Class II Directors Stephanie Unwin is the Chief Executive Officer of Horizon Power, a fully integrated Australian power utility. Since assuming this role in 2019, she has led the company through a rapidly changing energy landscape and has successfully positioned the company for long-term growth while accelerating decarbonization projects across Western Australia. From 2018 to 2019, Ms. Unwin served as General Manager Transformation and Technology at CBH Group. From 2017 to 2018, Ms. Unwin served as Chief Executive Officer and Managing Director at Phylogica. Prior to her role at Phylogica, Ms. Unwin served in multiple executive-level roles at Synergy and Verve Energy (“Verve”) prior to Synergy’s merger with Verve, including General Manager of Retail, General Manager of Commercial and Chief Transformation Officer. Synergy is Western Australia’s largest energy generator and retailer to industrial and consumer customers. Ms. Unwin also brings to Energy Vault’s Board of Directors significant experience serving other boards of publicly-listed companies, including Alacer Gold Corp, Zenith Energy, Integra Mining Limited and several non-listed joint ventures. She is currently a Board Member of Energy Networks Australia. Throughout her career, Ms. Unwin has been recognized as a dynamic leader within the energy and renewables sectors, including being named one of Western Australia’s most influential business leaders in Business News’ Power 500. Ms. Unwin received undergraduate degrees in economics and law from Murdoch University. Theresa Fariello has been a member of our Board of Directors since 2023. She has served as Senior Vice President of Government Affairs & Global Public Policy for United Airlines (Nasdaq: UAL) since 2017. In this role, she leads United Airlines’ federal, state, local, and international government engagement, including environmental affairs. Prior to her role at United Airlines, Ms. Fariello served a 16-year tenure at ExxonMobil (NYSE: XOM), where she advised executive leadership on key governmental and policy matters. Prior to her time at ExxonMobil, Ms. Fariello served as Deputy Assistant Secretary for International Energy Policy in the Office of International Affairs at the U.S. Department of Energy and held senior leadership positions at Occidental Petroleum Corporation (NYSE: OXY). Ms. Fariello received her undergraduate degree in political science from George Washington University. She also holds a Master of Laws in International and Comparative Law from Georgetown University Law Center, as well as a Juris Doctorate from George Mason University School of Law. We believe Ms. Fariello is well qualified to serve as a director because of her substantial experience in government affairs and public policy at leading public companies. Thomas Ertel has been a member of our Board of Directors since 2022. He was a Partner at Ernst & Young, LLP, an accounting firm, from June 2002 until his retirement from full-time employment in June 2017. Prior to that, Mr. Ertel spent 25 years, including 13 years as Partner, with Arthur Andersen, LLP, an accounting firm. Since October 2017, Mr. Ertel has served as Senior Vice President and Chief Accounting Officer of Strada Education Foundation, a nonprofit organization that strengthens America’s pathways between education and employment. From December 2017 through September 2021, he served as a director on the board of directors of Blackbaud, Inc. (Nasdaq: BLKB). He holds a BS in Accounting from Ball State University and has maintained an active CPA license in the State of Indiana since 1980. We believe Mr. Ertel is well qualified to serve as a director because of his management skills and because of his knowledge and experience in accounting and corporate transactions.
Class III Directors
Class III Directors Robert Piconi is co-founder of Energy Vault, Inc., has served as our Chief Executive Officer and as a director since 2022. Prior to Energy Vault, Mr. Piconi was founder and CEO of Medical Equipment Solutions & Applications (MESA) Group Holdings, which was acquired by London-based Private Equity firm Permira in 2014, becoming Pantheon Healthcare Group and later Althea Group where he served as its Chief Executive Officer and a member of its board from 2014 to 2016. Prior to Pantheon Healthcare Group, Mr. Piconi served as Group Executive for the Network Software and Security Platform group companies at Danaher Corporation (NYSE: DHR) from 2012 to 2014. Mr. Piconi’s earlier experience included roles of increasing responsibility at large Fortune 500 public companies, including the diversified energy group Amoco Corporation and British Petroleum (NYSE: BP) after its merger with Amoco in 1998, followed by executive leadership roles of increasing responsibility at Bell Labs Lucent Technologies (now Nokia, NASDAQ: NOK) and as President and Chief Operating Officer at Spirent Communications (LSE: SPT) within the telecommunications network infrastructure industry. Mr. Piconi holds a B.B.A. from the University of Notre Dame and an M.B.A. from Northwestern University’s Kellogg School of Management. Energy Vault believes Mr. Piconi is qualified to serve as a member of the Board of Directors due to his extensive executive management and leadership experience across a variety of energy and technology companies. Dylan Hixon has served as a director since March 2025. He is Chair of Hixon Properties Inc. since 2022, and a director since 2005. Mr. Hixon is also President and a director of Finkbine Farms Inc. He has been General Partner of the Gideon Hixon Fund since 1990 and a co-Managing Partner beginning in 2007. Mr. Hixon is President of Arden Road Investments where manages a diversified portfolio of public and private investments. Mr. Hixon previously worked as an engineer, first at Precision Combustion, Inc. and then at Reel EFX, a special effects company. Mr. Hixon has served as a director on several other private company boards, including ATTAP Technologies, Telaurus Communications, and Cogent Data Technologies. He also served on the Advisory Board of Levensohn Venture Partners. Dylan holds a Master’s degree in Mechanical Engineering from the California Institute of Technology and a Bachelor’s degree from Yale University. He is qualified to serve as a member of the Board of Directors due to his extensive experience in investment management and at technology companies.
Director Compensation
Director Compensation The information contained in “Executive and Director Compensation” is incorporated herein by reference.
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION This section discusses the material components of the executive compensation program for our executive officers who are named in the “2024 Summary Compensation Table” below. For the year ended December 31, 2024, our named executive officers were Robert Piconi, Chief Executive Officer, Michael Beer, Chief Financial Officer and Akshay Ladwa, Chief Development and Operations Officer. This section provides an overview of our executive compensation programs, including a narrative description of the material factors necessary to understand the information disclosed in the summary compensation table below. This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Furthermore, the compensation reported in this discussion is not necessarily indicative of how the named executive officers will be compensated in the future.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table shows information regarding the compensation of our named executive officers for the years ended December 31, 2024 and December 31, 2023.
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($)(3) | | Robert Piconi | 2024 | 783,703 | 329,580(4) | 5,363,000 | — | 177,855 | 388,758(5) | 7,042,896 | | Chief Executive Officer | 2023 | 808,421 | — | — | 3,151,000 | — | 297,814 | 4,257,235 | | Michael Beer (6) | 2024 | 252,404 | 126,202(7) | 1,182,000 | 744,000 | — | 6,563(8) | 2,311,169 | | Chief Financial Officer | | | | | | | | | | Akshay Ladwa | 2024 | 448,014 | 150,000(4) | 951,500 | — | 89,547 | 11,500(8) | 1,650,561 | | Chief Development and Operations Officer | 2023 | 383,667 | 88,000 | — | 822,000 | 92,586 | 4,548 | 1,390,801 |
2024 Summary Compensation Table
(1) These amounts represent the aggregate grant date fair value for awards granted in 2024 and 2023. The grant date fair value was computed in accordance with ASC Topic 718 (excluding the effect of estimated forfeitures) rather than the amounts paid to or realized by the named executive officer. The assumptions we used in valuing stock awards and option awards are described in Note 15 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 10-K”). As discussed below, Mr. Beer received a performance-based restricted stock unit award in May 2024 that was subject, in part, to market conditions (the “Market-Based Portion”). In accordance with the SEC rules, the amount reported herein for the Market-Based Portion ($480,000) is based upon the probable outcome of such conditions as of the grant date in accordance with ASC Topic 718 using the Monte Carlo method, as described in more detail in Note 15 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. The maximum value of the Market-Based Portion of Mr. Beer’s award as of the grant date (assuming the full satisfaction of the market conditions) would have been $702,000. (2) Represents 2024 annual cash bonuses granted to the named executive officer based on a review of the yearly performance of the named executive officer and the Company. These bonuses were paid in March 2025. The Board approved a 2024 cash bonus in the amount of $177,855 for Mr. Piconi, however, Mr. Piconi elected to forgo his bonus in order to preserve cash for the general incentive compensation pool to be redistributed to the non-executive employee population. (3) Amounts shown in this table are expressed in U.S. dollars. Amounts for 2023 paid in CHF to Mr. Piconi have been converted to U.S. dollars based on an exchange rate of 1.18797 as of December 31, 2023. Amounts for 2024 paid in CHF to Mr. Piconi have been converted to U.S. dollars based on an exchange rate of 1.0986 as of December 31, 2024. (4) The amounts reflect retention bonuses awarded in 2024, which were paid in 3 installments in April, July, and October 2024. The retention bonus installments are subject to clawback if the Company terminates the executive for cause or the executive terminates his employment with the Company for any reason, in each case within 12 months of payment of such installment. (5) This amount represents (i) a health allowance of $27,408, (ii) a car allowance of $30,770, (iii) medical physical fees of $21,918, (iv) club fees of $30,137, (v) 401(k) employer matching contributions of $1,969, (vi) tax return preparation fees of $180,265, (vii) statutory Swiss pension costs of $94,892 and (viii) bank holiday overtime payment of $1,399. (6) Mr. Beer commenced employment with the Company effective April 15, 2024. (7) This amount reflects a guaranteed bonus paid to Mr. Beer for 2024 pursuant to Mr. Beer’s employment agreement. (8) These amounts represent 401(k) employer matching contributions.
Outstanding Equity Awards at 2024 Year-End
Outstanding Equity Awards at 2024 Year-End The following table provides information regarding outstanding equity awards held by our named executive officers as of December 31, 2024.
Outstanding Equity Awards at 2024 Year-End
| | | Option Awards (1) | | | | Stock Awards (2) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date ($) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Robert Piconi | 11/10/2022(4) | | | | | 812,500 | 1,852,500 | | | | | 12/16/2022(5) | | | | | 199,447 | 454,739 | | | | | 11/10/2022(6) | | | | | | | 1,300,000 | 2,964,000 | | | 12/16/2022(7) | | | | | | | 199,048 | 453,829 | | | 05/19/2023(8) | 766,590 | 1,533,410 | $1.86 | 05/19/2030 | | | | | | | 03/07/2024(9) | | | | | 3,100,000 | 7,068,000 | | | | Michael Beer | 05/16/2024(10) | | | | | 600,000 | 1,368,000 | | | | | 05/16/2024(11) | | | | | | | 200,000 | 456,000 | | | 05/16/2024(12) | — | 800,000 | $1.17 | 05/16/2034 | | | | | | Akshay Ladwa | 10/28/2021(13) | | | | | 105,836 | 241,306 | | | | | 07/03/2022(4) | | | | | 167,188 | 381,189 | | | | | 12/16/2022(5) | | | | | 66,800 | 152,304 | | | | | 05/19/2023(8) | 199,980 | 400,020 | $1.86 | 05/19/2030 | | | | | | | 03/06/2024(9) | | | | | 550,000 | 1,254,000 | | |
Outstanding Equity Awards at 2024 Year-End
(1) Represents options granted pursuant to the Company’s 2022 Equity Incentive Plan (the “2022 Plan”) or the Inducement Plan. (2) Represents unvested RSUs granted pursuant to the 2022 Plan or the Inducement Plan. Each RSU represents a contingent right to receive one share of the Company’s common stock upon vesting. (3) Market value calculated using the closing price per share of our common stock on December 31, 2024 (the last trading day of 2024) of $2.28. (4) The outstanding RSUs vest in five equal quarterly installments (with the first such installment occurring on February 28, 2025). The award may be subject to accelerated vesting, as described above in the section entitled “Employment Arrangements with Energy Vault’s Named Executive Officers.” (5) The outstanding RSUs vest in four equal quarterly installments (with the first such installment occurring on January 31, 2025). The award may be subject to accelerated vesting, as described above in the section entitled “Employment Arrangements with Energy Vault’s Named Executive Officers.” (6) The award of RSUs vests as to 33.33% upon the achievement of the Company’s common stock reaching a market price of $15 per share for 20 out of 30 trading days prior to February 11, 2029 (the “$15 Share Price Target”), 33.33% upon the achievement of the Company’s common stock reaching a market price of $17.50 per share for 20 out of 30 trading days prior to February 11, 2029 and 33.33% upon the achievement of the Company’s common stock reaching a market price of $20 per share for 20 out of 30 trading days prior to February 11, 2029. In accordance with SEC rules, the number of shares reported represents payout based on the achievement of the threshold performance goal, which is the $15 Share Price Target. The award may be subject to accelerated vesting, as described above in the section entitled “Employment Arrangements with Energy Vault’s Named Executive Officers.” (7) The award of RSUs vests as to 33.33% upon the achievement of the Company’s common stock reaching a market price of $11 per share for 20 out of 30 trading days prior to December 15, 2026 (the “Piconi $11 Share Price Target”), 33.33% upon the achievement of the Company’s common stock reaching a market price of $13 per share for 20 out of 30 trading days prior to December 15, 2026 and 33.33% upon the achievement of the Company’s common stock reaching a market price of $15 per share for 20 out of 30 trading days prior to December 15, 2026. In accordance with SEC rules, the number of shares reported represents payout based on the achievement of the threshold performance goal, which is the Piconi $11 Share Price Target. The award may be subject to accelerated vesting, as described above in the section entitled “Employment Arrangements with Energy Vault’s Named Executive Officers.” (8) The shares subject to the option vest in three substantially equal annual installments, with the first installment vesting on May 4, 2024. (9) The award of RSUs vests as to 33.2% on March 31, 2025, with the remainder vesting in eight equal quarterly installments thereafter. The award may be subject to accelerated vesting, as described above in the section entitled “Employment Arrangements with Energy Vault’s Named Executive Officers.” (10) The award of RSUs vests as to 25% of the award on June 30, 2025, with the remainder vesting in twelve equal quarterly installments thereafter. The award may be subject to accelerated vesting, as described above in the section entitled “Employment Arrangements with Energy Vault’s Named Executive Officers.” (11) The award of RSUs vests as to 33.33% upon the achievement of the Company’s common stock reaching a market price of $3.50 per share for 20 out of 30 trading days prior to May 16, 2028 (the “Beer $3.50 Share Price Target”), 33.33% upon the achievement of the Company’s common stock reaching a market price of $4.50 per share for 20 out of 30 trading days prior to May 16, 2028 and 33.33% upon the achievement of the Company’s common stock reaching a market price of $5.50 per share for 20 out of 30 trading days prior to May 16, 2028. In accordance with SEC rules, the number of shares reported represents payout based on the achievement of the threshold performance goal, which is the Beer $3.50 Share Price Target. The award may be subject to accelerated vesting, as described above in the section entitled “Employment Arrangements with Energy Vault’s Named Executive Officers.” (12) The shares subject to the option vests as to 25% on June 30, 2025, with the remainder vesting in twelve equal quarterly installments thereafter. The award may be subject to accelerated vesting, as described above in the section entitled “Employment Arrangements with Energy Vault’s Named Executive Officers.” (13) The outstanding RSUs vest in twenty-two equal monthly installments (with the first such installment occurring on January 31, 2025). The award may be subject to accelerated vesting, as described above in the section entitled “Employment Arrangements with Energy Vault’s Named Executive Officers.”
Non-Executive Director Compensation
Non-Executive Director Compensation The following table sets forth in summary form information concerning the compensation that was earned by or paid to each of our non-executive directors during the year ended December 31, 2024. Mr. Piconi served as a member of our Board in 2024, however, he is compensated as an employee for service as our Chief Executive Officer and does not receive additional compensation for his service as a member of our Board. See “Executive Compensation — 2024 Summary Compensation Table” above for information regarding Mr. Piconi’s compensation.
2024 Director Compensation Table
2024 Director Compensation Table
2024 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Larry M Paulson | 75,000 | 275,636 | 350,636 | | Bill Gross | 75,000 | 154,740 | 229,740 | | Stephanie Unwin(2) | 75,000 | 161,434 | 236,434 | | Thomas Ertel | 75,000 | 174,706 | 249,706 | | Mary Beth Mandanas | 75,000 | 174,706 | 249,706 | | Theresa Fariello | 75,000 | 153,950 | 228,950 | | Zia Huque(3) | 18,750 | -- | 18,750 |
2024 Director Compensation Table
(1) Amounts reflect the grant date fair value of stock awards granted during the applicable year computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards in Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. (2) Ms. Unwin was elected as a director effective March 7, 2024. (3) Ms. Huque resigned from the Board effective March 7, 2024. The table below shows the aggregate numbers of stock awards held as of December 31, 2024 by each non-employee director. None of our non-employee directors held any outstanding option awards as of December 31, 2024.
2024 Director Compensation Table
| Name | Total Stock Awards Outstanding | | Larry M Paulson | 159,203 | | Bill Gross | 140,318 | | Thomas Ertel | 159,203 | | Mary Beth Mandanas | 159,203 | | Theresa Fariello | 125,633 | | Stephanie Unwin | 137,978 | | Zia Huque | 14,422 |
2024 Director Compensation Table
We maintain a non-executive director compensation program whereby each non-executive director receives the following amounts for their service on the Board:
2024 Director Compensation Table
| ● | an annual cash retainer of $75,000, paid quarterly in arrears; |
2024 Director Compensation Table
| ● | a grant of RSUs with an approximate grant date value of $200,000 upon the non-executive director’s initial election or appointment to the Board (the “Initial Award”); |
2024 Director Compensation Table
| ● | a grant of RSUs with an approximate grant date value of $15,000 in addition to the Initial Award if the non-executive director is the chair of a committee; |
2024 Director Compensation Table
| ● | if the non-executive director has served on our Board for at least six months as of the date of an annual meeting of stockholders, a grant of RSUs with an approximate grant date value of $100,000 (the “Annual Award”); and |
2024 Director Compensation Table
| ● | a grant of RSUs with an approximate grant date value of $15,000 in addition to the Annual Award if the non-executive director is the chair of a committee. |
2024 Director Compensation Table
The Initial Award will vest in three annual installments on each anniversary of the date of grant, subject to the director’s continued service on the Board through each such anniversary. Annual Awards will vest in full on the earlier of the one-year anniversary of the date of grant or the date of the next annual meeting of stockholders, subject to the director’s continued service on the Board through such date. In the event of a change in control, both the Initial Award and Annual Awards will vest in full so long as the non-executive director remains in service through such change in control.