DEF 14A of Eos Energy Enterprises, Inc.
Filed Apr 14, 2026 · FY20250001628280-26-025071
Securities Exchange Act of 1934
| 3 Proposal No. 1 Election of Directors | 20 Director Compensation Table | 28 Executive Compensation | 48 Certain Relationships and Related Person Transactions | 55 Information About the Proxy Process and Voting | | 6 Continuing Directors | 22 Proposal No. 2 Ratification of Selection of Independent Registered Public Accounting Firm | 37 Proposal No. 3 Advisory Vote to Approve Our Named Executive Compensation | 51 Security Ownership of Certain Beneficial Owners and Management | 60 Appendix A Third Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation | | 11 Corporate Governance | 24 Report of the Audit Committee of the Board of Directors | 38 Proposal No. 4 Authorized Share Amendment | 53 Delinquent Section 16(a) Reports | 61 Appendix B Second Amendment to the Second Amended and Restated 2020 Incentive Plan | | 19 Stockholder Engagement | 25 Executive Officers | 41 Proposal No. 5 Amendment to the Second Amended and Restated 2020 Incentive Plan | 54 Additional Information | 63 Appendix C Second Amended and Restated 2020 Incentive Plan |
Director Skills and Qualifications
Director Skills and Qualifications
Director Skills and Qualifications
| Skill and Definition | Jeff Bornstein | Claude Demby | Alex Dimitrief | Nathaniel Fick | Joe Mastrangelo | Jeff McNeil | Joseph Nigro | Greg Nixon | Nick Robinson | David Urban | Mimi Walters | | Public Company Leadership Experience | ● | ● | ● | ● | ● | ● | ● | ● | | | | | Energy Market Expertise | ● | ● | ● | | ● | ● | ● | | | | ● | | Manufacturing Expertise | ● | ● | ● | | ● | ● | | | | | | | Disruptive Technology Experience | | | | ● | ● | ● | ● | | | | | | Capital Markets Expertise | ● | | ● | ● | ● | | ● | ● | ● | | | | Government/Regulatory Experience | | | ● | ● | | ● | ● | ● | ● | ● | ● | | Human Capital/Talent Management | ● | ● | ● | ● | ● | ● | ● | | | | | | Enterprise Risk Management | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Sustainability and Environmental | | | | | ● | | | | | | ● |
Director Skills and Qualifications
| 2 | Eos Energy Enterprises |
Director Skills and Qualifications
| Proposal No. 1 Election of Class III Directors |
Director Skills and Qualifications
| 3 board classes | 1 class elected each year |
Director Skills and Qualifications
Our Board is divided into three (3) classes with only one class of directors being elected in each year and each class serving a three (3) year term. The directors hold their office for a term of three (3) years or until their respective successors are elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. Class I directors are Marian “Mimi” Walters and Jeffrey McNeil; Class II directors are Joe Mastrangelo, our CEO, Alex Dimitrief, and Joseph Nigro, the Chair of our Board; and Class III directors are Jeff Bornstein, Claude Demby, and Nathaniel Fick. As further described below, the holders of the Series B-1 Convertible Preferred Stock, par value $0.0001 per share (the “Series B-1 Preferred Stock”), Series B-2 Convertible Preferred Stock, par value $0.0001 per share (the “Series B-2 Preferred Stock”), Series B-3 Convertible Preferred Stock, par value $0.0001 per share (the “Series B-3 Preferred Stock”) and the Series B-4 Convertible Preferred Stock, par value $0.0001 per share (the “Series B-4 Preferred Stock,” and, collectively with the Series B-1 Preferred Stock, the Series B-2 Preferred Stock and the Series B-3 Preferred Stock, the “Preferred Stock”) have the right, exclusively and voting together as a separate class, to appoint up to three (3) persons to serve as directors on the Board (the “Preferred Directors”). The sole holder of the Preferred Stock has previously appointed Nick Robinson, Gregory Nixon, and David Urban to serve as Preferred Directors on the Board. The sole holder of the Preferred Stock has appointed Messrs. Robinson, Nixon and Urban as Preferred Directors, each to serve a term of one (1) year or until their respective successors are elected and qualified. Because the holders of the Preferred Stock have the exclusive right to appoint the Preferred Directors, the holders of our common stock are not entitled to vote to elect such persons. For additional information concerning Preferred Stock director election and nomination rights, see “Corporate Governance – Board Composition.”
Director Skills and Qualifications
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Director Skills and Qualifications
| Proposal No. 1 | Table of Contents |
Director Skills and Qualifications
Class III directors standing for re-election at the Annual Meeting are Jeff Bornstein, Claude Demby, and Nathaniel Fick. Class I and Class II directors will stand for election at the 2027 and 2028 annual meetings of stockholders, respectively. Each of the nominees for election as a Class III director is currently a director. If elected at the Annual Meeting, each of the nominees for election as Class III directors would serve for three years and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. If any nominee is unable or unwilling to be a candidate for election, the Board may appoint another nominee or reduce the size of the Board. The following table sets forth information for the nominees who are currently standing for election:
Director Skills and Qualifications
| Name | Age | Director Since | | Jeff Bornstein(1) | 60 | 2022 | | Claude Demby(2) | 61 | 2021 | | Nathaniel Fick(3) | 48 | 2026 |
Director Skills and Qualifications
1.Member of the Audit Committee and member of the Leadership Development & Compensation Committee. 2.Member of the Audit Committee and member of the Nominating and Corporate Governance Committee. 3.Member of the Nominating and Corporate Governance Committee. Set forth below is biographical information for the nominees. The following includes certain information regarding the nominees’ individual experience, qualifications, attributes, and skills that led the Board to conclude that they should serve as a director.
Director Skills and Qualifications
| | | | | | | Jeff Bornstein Background Mr. Bornstein has served as a member of our Board since 2022. Mr. Bornstein is the founder, principal and co-managing partner of Whipstick Ventures LLC, an investment company focused on early-stage companies with novel solutions across energy storage and efficiency, services, biotech, and fin-tech. He also serves as the managing partner of Generation Capital Partners. Prior to founding Whipstick Ventures in 2018, Mr. Bornstein held senior leadership roles at General Electric (GE) (NYSE: GE), including Vice Chairman and Chief Financial Officer from 2013 to 2017. He began his career at GE in 1989 through the GE Power Systems' Financial Management Program and served in a variety of finance leadership roles, including 12 years as Senior Vice President and Chief Financial Officer of GE Capital. Mr. Bornstein earned a Bachelor of Science from Northeastern University and currently serves as trustee of the university. He currently serves on the board of directors of AlloVir, Inc. (NASDAQ: ALVR), where he chairs the Audit Committee. He also serves on the board of Build On and is actively involved in several youth development programs. | | | Age: 60 | | | | Director since: 2022 | | | | Committees: Audit Committee (Chair), Leadership Development & Compensation Committee | | | | | Mr. Bornstein's qualifications to serve on our board of directors include his extensive finance background, executive leadership experience, and deep industry knowledge, particularly in the energy sector. |
Director Skills and Qualifications
| 4 | Eos Energy Enterprises |
Director Skills and Qualifications
| Table of Contents | Proposal No. 1 |
Director Skills and Qualifications
| | | | | | | Claude Demby Background Mr. Demby has been a member of our Board since 2021. From 2018 to 2022, Mr. Demby served as President of Cree LED, a lighting and industrial innovation company. Prior to that, he was responsible for Mergers and Acquisitions at Cree, Inc. (Cree) and served as the Senior Vice President and General Manager of Cree’s Semiconductor Materials Business. Before joining Cree, Mr. Demby served as Chief Executive Officer and Director of Noel Group, an industrial holding company overseeing five global manufacturing businesses. Earlier in his career, he served as President and Chief Operating Officer of L&L Products, Inc., a global automotive and aerospace OEM focused on solutions for noise and vibration reduction while enhancing structural integrity. Mr. Demby’s career began in engineering roles at Proctor and Gamble and GE. Mr. Demby earned a Bachelor of Science from the University of Delaware and an MBA from Rensselaer Polytechnic Institute. He currently serves as director of the Brown Capital Management Mutual Fund Trust, where he chairs the Nominating and Governance Committee, and served on the board of Piedmont Lithium Incorporated (NASDAQ: PLL), a clean energy company, where he chaired Leadership and Compensation Committee and the Nominating and Governance Committee during his six-year tenure. He Previously served as a Director of the Federal Reserve Bank of Richmond's Charlotte branch including a period as Chairman from 2012 to 2017. Mr. Demby also served on the board of directors of the Raleigh Chamber of Commerce, including Chair-Elect and advisor, and is a founder and leader of Valour Academy Schools, Inc. in Raleigh, North Carolina. | | | Age: 61 | | | | Director since: 2021 | | | | Committees: Audit Committee, Nominating and Corporate Governance Committee | | | | | Mr. Demby’s qualifications to serve on our board of directors include his multi-dimensional fiduciary readiness and sector-specific operational expertise. |
Director Skills and Qualifications
| | | | | | | Nathaniel Fick Background Mr. Fick has been a member of our Board since 2026. Mr. Fick has served as Chief Strategy Officer for Equities at Cerberus Capital Management since 2025, where he oversees global investment activities across the firm’s Private Equity, Supply Chain, and Ventures platforms. Prior to joining Cerberus, Mr. Fick served as the U.S. Ambassador at Large for Cyberspace and Digital Policy at the State Department, leading American diplomatic efforts regarding cybersecurity, artificial intelligence, and digital infrastructure. His private sector experience includes serving as General Manager of Elastic Security following its 2019 acquisition of Endgame, a venture-backed cybersecurity firm where Mr. Fick served as Chief Executive Officer. Additionally, he spent nearly a decade as an Operating Partner at Bessemer Venture Partners. Mr. Fick began his career as an officer in the United States Marine Corps, leading infantry and reconnaissance units in Afghanistan and Iraq. He is the author of the New York Times bestseller One Bullet Away. Mr. Fick holds a B.A. from Dartmouth College, an M.P.P. from the Harvard Kennedy School, and an M.B.A. from the Harvard Business School. He currently serves as a Director of the Council on Foreign Relations and was formerly a Trustee of Dartmouth College. | | | Age: 48 | | | | Director since: 2026 | | | | Committees: Nominating and Corporate Governance Committee | | | | | Mr. Fick’s qualifications to serve on our board of directors include his expertise in global technology policy, cybersecurity risk management, and strategic investment. |
Director Skills and Qualifications
| | The Board recommends a vote "FOR" the election of each of the above-named Class III Nominees |
Director Skills and Qualifications
| 2026 Proxy Statement | 5 |
Director Skills and Qualifications
| Continuing Directors |
Director Skills and Qualifications
The following Class II and Class I directors are not up for re-election at this Annual Meeting. Class I directors will be up for election at our annual meeting of stockholders in 2027 and Class II directors will be up for election at our Annual Meeting in 2028. The Preferred Directors are expected to be re-appointed upon closing of the Annual Meeting for a term of one (1) year or until their respective successors are elected and qualified.
Class I Directors (terms expiring at the 2027 annual meeting of stockholders)
Class I Directors (terms expiring at the 2027 annual meeting of stockholders)
Class I Directors (terms expiring at the 2027 annual meeting of stockholders)
| | | | | | | Jeff McNeil Background Mr. McNeil has served as a member of our Board since 2023. Mr. McNeil served as Executive Vice President - Advisor at Enphase Energy Inc. (NASDAQ: ENPH) from April 2023 to July 2025, Chief Operations Officer from 2019 to 2023, and Vice President of Quality and Customer Support from 2018 to 2019. Prior to that, he served as Senior Vice President of Operations at Energous Corp. (NASDAQ: WATT) from 2016 to 2018 and held key positions at Cypress Semiconductor Corp. from 1994 to 2012, including Senior Vice President of Worldwide Operations and Vice President of Planning. Mr. McNeil earned a Bachelor of Science from San Jose University. He previously served on the board of directors of Upstart Power from 2021 to 2024 and has served on the boards of Heraeus, Digital Equipment Corp. (later acquired by Hewlett Packard Enterprise), Seagate Technology Holdings PLC (NASDAQ: STX), and Memorex. | | | Age: 64 | | | | Director since: 2023 | | | | Committees: Audit Committee, Leadership Development & Compensation Committee | | | | | Mr. McNeil’s qualifications to serve on our board of directors include four decades of experience spanning various facets of the energy and technology sectors and a proven track record of driving growth and innovation. |
Class I Directors (terms expiring at the 2027 annual meeting of stockholders)
| 6 | Eos Energy Enterprises |
Class I Directors (terms expiring at the 2027 annual meeting of stockholders)
| Table of Contents | Continuing Directors |
Class I Directors (terms expiring at the 2027 annual meeting of stockholders)
| | | | | | | Marian “Mimi” Walters Background Ms. Walters has served as a member of our Board since 2020. Ms. Walters currently serves as Chief Commercial Officer for Leading Edge Power Solutions, LLC. From 2015 to 2019, she served as a Member of the U.S. House of Representatives for California’s 45th District, where she worked on key legislation, business and policy initiatives related to energy, technology, environmental and healthcare. During her tenure, she served in House leadership and was a member of the Energy and Commerce Committee, including its Communications and Technology, Digital Commerce and Consumer Protection, and Oversight and Investigations subcommittees. Prior to serving in Congress, Ms. Walters was a member of the California State Senate from 2008 to 2014, where she served on the Banking and Financial Institutions Committee and as Vice Chair of the Appropriations Committee. She previously served in the California State Assembly and was Mayor and Councilmember for the City of Laguna Niguel. Prior to her career in public service, Ms. Walters was an investment professional at Drexel Burnham Lambert and Kidder, Peabody & Co. She earned a Bachelor of Arts from the University of California, Los Angeles. Ms. Walters currently serves on the board of directors of BRC Holdings, Inc. (NASDAQ: RILY), Pacific Specialty Insurance Company, Soaring, and Apollo Pact, a non-profit 501(c)(3). | | | Age: 63 | | | | Director since: 2020 | | | | Committees: Leadership Development & Compensation Committee (Chair), Nominating and Corporate Governance Committee | | | | | Ms. Walters’ qualifications to serve on our board of directors include her experience with the alternative energy industry, policy and government affairs and her background in investment banking. |
Class II Directors (terms expiring at the 2028 annual meeting of stockholders)
Class II Directors (terms expiring at the 2028 annual meeting of stockholders)
Class II Directors (terms expiring at the 2028 annual meeting of stockholders)
| | | | | | | Joe Mastrangelo Background Mr. Mastrangelo has served as a director and the Chief Executive Officer since the closing of the Company’s business combination with B. Riley Principal Merger Corp. II in 2020. He joined EES LLC as a Board advisor in March 2018 and assumed the role of Chief Executive Officer from August 2019 until the closing of the business combination. Before coming to Eos, Mr. Mastrangelo was President and Chief Executive Officer of General Electric's Gas Power Systems since September 2015. As an energy industry leader for the past two decades, Mr. Mastrangelo has extensive experience leading diverse teams to develop and deploy commercial scale projects around the world. Mr. Mastrangelo has broad operating experience across the energy value chain including serving as Chief Executive Officer of GE’s Power Conversion business, applying science and systems of power conversion to increase the efficiency of the world’s energy infrastructure. Mr. Mastrangelo spent ten years with GE Oil & Gas, in leadership roles in finance, quality, and commercial operations, culminating in being named a GE Corporate Officer in 2008. Mr. Mastrangelo began his career with GE in the company’s Financial Management Program and then joined GE’s Corporate Audit Staff. Originally from New York, Mr. Mastrangelo earned a Bachelor of Science in Finance from Clarkson University and an Associate of Science, Business Administration and Management from Westchester Community College. | | | Age: 57 | | | | Director since: 2020 | | | | Committees: N/A | | | | | Mr. Mastrangelo’s qualifications to serve on our board of directors include his extensive experience in operations management at executive level positions, as well as his educational background in finance and business. |
Class II Directors (terms expiring at the 2028 annual meeting of stockholders)
| 2026 Proxy Statement | 7 |
Class II Directors (terms expiring at the 2028 annual meeting of stockholders)
| Continuing Directors | Table of Contents |
Class II Directors (terms expiring at the 2028 annual meeting of stockholders)
| | | | | | | Alex Dimitrief Background Mr. Dimitrief has served as a member of our Board since 2020. He is currently Global Chief of Ronald McDonald House, a partner at Zeughauser Group and an Advisory Partner at Earlylands Advisory. He previously served as Senior Vice President and General Counsel of Sotera Health Co. (NASDAQ: SHC) from November 2022 – March 2026, President and Chief Executive Officer of General Electric’s (GE) Global Growth Organization from 2015 to 2018 and as GE’s General Counsel from 2015 – 2018. Mr. Dimitrief joined GE in 2007 after spending 20 years as a litigator at Kirkland & Ellis LLP. He earned a Bachelor of Arts from Yale College and a Juris Doctor from Harvard Law School and has taught courses on corporate citizenship and corporate law at Harvard Law School and New York Law School. Mr. Dimitrief previously served as a director of both public and non-public companies, including The We Company, Synchrony Financial (NYSE: SYF), SmileDirectClub (NASDAQ: SD), and GE Capital Bank. | | | Age: 67 | | | | Director since: 2020 | | | | Committees: Audit Committee, Nominating and Corporate Governance Committee (Chair) | | | | | Mr. Dimitrief’s qualifications to serve on our board of directors include his extensive executive and board experiences and, his expertise in managing risk, legal compliance, governance, government affairs, and other functions at mature companies with large workforces. |
Class II Directors (terms expiring at the 2028 annual meeting of stockholders)
| | | | | | | Joseph Nigro Background Mr. Nigro has served as a member of our Board since March 25, 2025 and our Board Chair since January 1, 2026. From October 2022 to March 2023, Mr. Nigro served as an advisor to Exelon Corp.’s (Exelon) (NASDAQ: EXC) Chief Executive Officer, following his tenure as Exelon’s Chief Financial Officer from May 2018 to October 2022. Prior to that, Mr. Nigro served as Chief Executive Officer of Constellation Energy Corp. (Constellation), an Exelon operating division, from 2013 to 2018, and previously as Senior Vice President, Portfolio Strategy. Before joining Constellation, he served as Senior Vice President, Portfolio Management and Strategy, for the Exelon Power Team. Earlier in his career, Mr. Nigro held a range of leadership and commercial roles, including Vice President, Structuring and Portfolio Management; Director, Commercial Transactions; Manager, Northeast Region; Integration Lead – Power Team/Sithe New England Holdings; manager, financial trading – hedge book; and financial transaction. He also spent seven years at Phibro Energy, Inc., an independent oil trading and refining company. Mr. Nigro earned a Bachelor of Arts from the University of Connecticut and completed executive education programs at Northwestern University’s Kellogg School of Management, the University of Chicago, and the MIT Reactor Technology Course for Utility Executives. He currently serves on the board of directors of Talen Energy Corp. (NASDAQ: TLN), where he chairs the Risk Management Committee and is a member of the Governance Committee. He is a senior advisor to Blackstone Inc.’s (NYSE: BX) energy transition group and has served on the board of directors of Kindle Energy LLC (a Blackstone company) since July 2023. Mr. Nigro previously served on Exelon’s Executive Committee, chaired its Corporate Investment Committee, and served on the boards of the National Aquarium in Baltimore and the Chicago Public Library Foundation. | | | Age: 61 | | | | Director since: 2025 | | | | Committees: Audit Committee, Leadership Development & Compensation Committee | | | | | Mr. Nigro’s qualifications to serve on our board of directors include his extensive finance background, executive leadership experience, and deep industry knowledge, particularly in the energy sector. |
Class II Directors (terms expiring at the 2028 annual meeting of stockholders)
| 8 | Eos Energy Enterprises |
Class II Directors (terms expiring at the 2028 annual meeting of stockholders)
| Table of Contents | Continuing Directors |
Preferred Directors Designated by the Holder of the Company’s Investor Preferred Stock
Preferred Directors Designated by the Holder of the Company’s Investor Preferred Stock
Preferred Directors Designated by the Holder of the Company’s Investor Preferred Stock
| | | | | | | Nick Robinson Background Mr. Robinson has served as a member of our Board since 2024. Mr. Robinson joined Cerberus Capital Management in 2011, and his team invests in businesses driving next-generation technologies and capabilities that advance supply chain integrity. In his role, he leads investments across several industries and technologies. Mr. Robinson previously served as the Co-Chief Investment Officer of Cerberus Telecom Acquisition Corporation until the completion of its business combination with KORE Wireless in 2021. Prior to that, he served as Cerberus’ Head Trader. Mr. Robinson has led public and private deals within the areas of next generation communications, critical minerals, and grid security. He currently sits on the board of Torngat Metals, a private rare earths development company. Prior to joining Cerberus, Mr. Robinson was an Executive Director and credit trader on the high-yield and distressed desk at Morgan Stanley. He started his career in 2004 as a Credit Analyst in Goldman Sachs’ Leveraged Loan Group. Mr. Robinson graduated from Acadia University in Nova Scotia, Canada. | | | Age: 46 | | | | Director since: 2024 | | | | Committees: Leadership Development & Compensation Committee | | | | | Mr. Robinson’s qualifications to serve on our board of directors include his experience in investment banking and investing in emerging technology. |
Preferred Directors Designated by the Holder of the Company’s Investor Preferred Stock
| | | | | | | Gregory Nixon Background Mr. Nixon has served as a member of our Board since 2024. Mr. Nixon is the Chief Administrative Officer and Chief Legal Officer of M1 Support Services, LP, a Defense Aviation Company. Previously, he served in a number of senior roles at Cerberus Capital Management, including Head of Strategic Investments, Senior Managing Director, Senior Legal Counsel, and Managing Director of Cerberus Operations and Advisory Company. Prior to rejoining Cerberus in 2021, Mr. Nixon held leadership positions at DynCorp International (a Cerberus portfolio company), CH2M HILL, Inc., McKinsey & Company, and Booz Allen Hamilton Inc. (NYSE: BAH). He also served as an executive advisor to Tracker Capital Management, a venture capital firm. Prior to his career in the private sector, Mr. Nixon served in senior positions in the U.S. Department of Defense and the U.S. Government Accountability Office. His technology experience includes being a licensed patent attorney, serving as Special Intellectual Property counsel for the Defense Department, and being a commercial litigator at the international law firm of Howrey and Simon. Mr. Nixon is a retired Air Force Judge Advocate General (JAG) Officer (Lt. Colonel) and most recently served as an adjunct professor of law at Howard University Law School. He earned a Bachelor of Science from Tuskegee University and a Juris Doctor from Georgetown University Law Center. Mr. Nixon currently serves on the boards of Business Executives in National Security, Stratolaunch LLC, and Red River Technology LLC and previously served on the boards of the Thurgood Marshall Scholarship Fund and the National Inventors Hall of Fame. He is also a member of the Economic Club of Washington and the Executive Leadership Council. | | | Age: 62 | | | | Director since: 2024 | | | | Committees: Nominating and Corporate Governance Committee | | | | | Mr. Nixon’s qualifications to serve on our board of directors include his extensive experience in executive level leadership and strategic investing. |
Preferred Directors Designated by the Holder of the Company’s Investor Preferred Stock
| 2026 Proxy Statement | 9 |
Preferred Directors Designated by the Holder of the Company’s Investor Preferred Stock
| Continuing Directors | Table of Contents |
Preferred Directors Designated by the Holder of the Company’s Investor Preferred Stock
| | | | | | | David Urban Background Mr. Urban has served as a member of our Board since 2024. Mr. Urban currently serves as Managing Director at BGR Group, a bipartisan lobbying and public relations firm, and as Of Counsel at Torridon Law PLLC. He is also a Senior Political Commentator on CNN. From 2020 to 2022, Mr. Urban served as Executive Vice President of North American Corporate Affairs for ByteDance Ltd., the parent company of TikTok. Prior to that, Mr. Urban served as President of the American Continental Group, a leading bi-partisan government affairs and strategic consulting firm. He also served as an artillery officer in the U.S. Army’s 101st Airborne Division. Mr. Urban earned a Bachelor of Science from the United States Military Academy at West Point, a Master of Government Administration from the University of Pennsylvania, and a Juris Doctor from the Temple University School of Law. He currently serves on the board directors of Virtu Financial Inc. (NYSE: VIRT), SAIC (NASDAQ: SAIC), SubCom Inc., the Johnny Mac Soldiers Fund, Edward M. Kennedy Institute for the US Senate, and the International Republican Institute as well as on the advisory boards for Coinbase Global, Inc., Voyager Space, and REGENT Craft Inc. | | | Age: 62 | | | | Director since: 2024 | | | | Committees: Audit Committee | | | | | Mr. Urban’s qualifications to serve on our board of directors include his experience with energy, governmental relations and policy, and background in strategic consulting. |
Preferred Directors Designated by the Holder of the Company’s Investor Preferred Stock
| 10 | Eos Energy Enterprises |
Preferred Directors Designated by the Holder of the Company’s Investor Preferred Stock
| Corporate Governance |
Role of Compensation Consultant
Role of Compensation Consultant During 2025, the Compensation Committee engaged Pay Governance to provide the services of executive compensation consulting and to assist it on matters relating to our executive compensation program pursuant to its authority under the Compensation Committee charter. During 2025, Pay Governance provided benchmarking studies to the Compensation Committee, as well as information on corporate governance, regulatory issues, and developments regarding executive compensation. When requested by the Compensation Committee, Pay Governance consultants attend certain meetings of the Compensation Committee. The Compensation Committee has evaluated Pay Governance's independence by considering the requirements adopted by Nasdaq and the SEC and has determined that no conflict of interest exists. The Compensation Committee is directly responsible for the appointment, compensation and oversight of the work performed by any such advisor and the sole authority to approve all such advisors’ fees. Pay Governance has not provided any other services to us and has received no compensation other than with respect to the services described above. The Compensation Committee continue to engage Pay Governance to provide executive compensation consulting services going forward.
Board Oversight of Material Environmental and Social Risk
| Director Compensation Table |
Board Oversight of Material Environmental and Social Risk
| Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards(2) ($) | Option Awards(3) ($) | All Other Compensation ($) | Total ($) | | Russell Stidolph(4) | 25,000 | 200,606 | — | — | 225,606 | | Jeff Bornstein | 25,000 | 200,606 | — | — | 225,606 | | Claude Demby | 25,000 | 150,453 | — | — | 175,453 | | Alex Dimitrief | 25,000 | 175,529 | — | — | 200,529 | | Jeffrey McNeil | 25,000 | 150,453 | — | — | 175,453 | | Marian "Mimi" Walters | 25,000 | 173,423 | — | — | 198,423 | | David Urban | 25,000 | 150,453 | — | — | 175,453 | | Joseph Nigro(5) | 19,167 | 191,739 | — | — | 210,906 | | Gregory Nixon | 19,444 | 150,453 | — | — | 169,897 |
Board Oversight of Material Environmental and Social Risk
| Table of Contents | Director Compensation Table |
Director Compensation
Director Compensation We maintain our Non-Employee Director Compensation Policy (the “Director Compensation Policy”), which governs the compensation of our non-employee directors. Under the Director Compensation Policy, each non-employee director is eligible to receive (i) an annual cash retainer equal to $25,000, payable in equal quarterly installments in arrears, and (ii) an annual equity-based retainer (the “Equity Retainer”) with a value of $150,000. Following a competitive review conducted by Pay Governance, the Board/Committee increased the annual cash retainer to $50,000 effective January 1, 2026. The Equity Retainers consist entirely of restricted stock units with the number of restricted stock units determined using the 10-day weighted average price per share of our common stock. The Equity Retainers vest, subject to continued service, on the earlier of (i) the one-year anniversary of the grant date and (ii) immediately prior to the date of the next annual stockholders meeting of the Company following the grant date (with accelerated vesting upon a change in control). In addition, all members of our Board will be reimbursed for their costs and expenses in attending Board meetings. In addition, pursuant to our Director Compensation Policy, the chair of the Board or a Board committee is eligible to receive an additional annual equity retainer (the “Chairperson Grants”). The Chairperson Grants to the chair of the Board and the Audit Committee are valued at $50,000 and the Chairperson Grant to the chair of the Compensation Committee and the Nominating and Corporate Governance Committee are valued at $25,000. To the extent any individual serves in two chair roles (e.g., the chair of the Board and the chair of the Compensation Committee), the individual receives the higher of the Chairperson Grants. The Equity Retainers consist entirely of restricted stock units. The Chairperson Grants will be effective beginning with the service year beginning at the Annual Meeting. Equity Retainers and Chairperson Grants for 2025 were granted to our non-employee directors on May 19, 2025 and, as a result of the resignation of Mr. Stidolph, on December 22, 2025 for the chair of the Board and the Compensation Committee (prorated as necessary). Equity Retainers and Chairperson Grants will generally be granted in May. However, any individual that becomes a non-employee director for the first time other than by election or appointment at an annual meeting of our stockholders will be granted an Equity Retainer in connection with his or her appointment and will be eligible to receive an Equity Retainer with the next annual stockholders meeting so long as such annual stockholders meeting is more than four calendar months from the date such individual becomes a non-employee director.
Preferred Director Compensation
Preferred Director Compensation In accordance with the internal policies of Cerberus Capital Management, L.P. (“Cerberus”), Mr. Robinson did not accept director compensation in connection with his service on our Board during 2025.
Preferred Director Compensation
| 2026 Proxy Statement | 21 |
Preferred Director Compensation
| Proposal No. 2 Ratification of Selection of Independent Registered Public Accounting Firm |
Preferred Director Compensation
The Audit Committee of our Board has selected Deloitte (as defined below), as our independent registered public accounting firm for the fiscal year ending December 31, 2026, and is seeking ratification of such selection by our stockholders at the Annual Meeting. “Deloitte” shall mean (i) Deloitte & Touche LLP, and the other subsidiaries of its parent company, Deloitte LLP, a U.S. member firm of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”); and (ii) any of the other member firms of DTTL and their affiliates that, in case of both (i) and (ii) of this sentence, provide professional services to the Company. A representative of Deloitte is expected to be present at the Annual Meeting to make a statement and be available to respond to questions. Neither our Second Amended and Restated Bylaws nor other governing documents or applicable law require stockholder ratification of the selection of Deloitte as our independent registered public accounting firm. Regardless, the Audit Committee is submitting the selection of Deloitte to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain Deloitte. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and our stockholders.
Summary Compensation Table
Summary Compensation Table The following table presents summary information regarding the total compensation paid to, earned by and awarded to each of our NEOs for the fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) (4) | Stock Awards(1) ($) | Non-Equity Incentive Plan and Compensation ($) | All Other Compensation(2) ($) | Total ($) | | Joe Mastrangelo Chief Executive Officer | 2025 | 708,269(3) | — | 4,007,193 | — | 138,990 | 4,854,452 | | | 2024 | 650,000 | — | 4,205,000 | 415,350 | 181,839 | 5,452,189 | | | 2023 | 650,000 | — | 3,250,000 | 292,500 | 139,598 (3) | 4,332,098 | | Nathan Kroeker Chief Commercial Officer and Interim Chief Financial Officer | 2025 | 470,000 | — | 2,166,054 | — | 17,555 | 2,653,609 | | | 2024 | 470,000 | — | 2,785,813 | 210,231 | 12,282 | 3,478,326 | | | 2023 | 415,385 | — | 2,620,000 | 105,750 | 11,063 | 3,152,198 | | Michelle Buczkowski Chief Administration Officer | 2025 | 319,904 | 90,000 | 3,703,970 | — | 10,306 | 4,124,180 | | Eric Javidi Former Chief Financial Officer | 2025 | 115,385 | 5,000 | 2,259,332 | — | 503,801 | 2,883,518 |
Summary Compensation Table
1.Represents the grant date fair value of restricted stock unit awards (“RSUs”) and performance-based RSUs ("PRSUs"), computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For a discussion of the valuation methodology used, see Note 18, “Stock-Based Compensation” of the notes to Eos Energy Enterprises, Inc. consolidated financial statements included in our Form 10-K. Amounts shown relating to PRSUs were calculated based on the probable outcome of performance conditions as of the grant date, which was the target level. For the 2024 grants, if the maximum payout was shown for the PRSUs, the grant date fair value reported would be: $5,800,000 for Mr. Mastrangelo and $3,842,500 for Mr. Kroeker. If the minimum payout were used, the amounts for PRSUs would be reduced to zero. For the 2025 grants, if the maximum payout was shown for the PRSUs, the grant date fair value reported would be: $6,236,023 for Mr. Mastrangelo, $3,370,832 for Mr. Kroeker, and $4,095,523 for Ms. Buczkowski. If the minimum payout were used, the amounts for PRSUs would be reduced to zero. There is no assurance that the value realized by the executive will be at or near the value included in the table. 2.For fiscal year 2025, amount in this column for Mr. Mastrangelo reflects $68,700 in residential expenses, $34,845 in travel expense reimbursement, $12,518 in car allowance and $8,815 in Rule 10b5-1 plan fee payment. Additionally, for fiscal year 2025, amounts in this column include $3,612, $1,932, $708, and $339 as earnings reported for the Company's Group Term Life policy, for Mr. Mastrangelo, Mr. Kroeker, Ms. Buczkowski, and Mr. Javidi, respectively, safe harbor contributions by the Company to employee 401K plans in the amount of $10,500, $10,500, $9,597 and $3,462 for Mr. Mastrangelo, Mr. Kroeker, Ms. Buczkowski and Mr. Javidi, respectively, and Rule 10b5-1 plan fee payment in the amount of $5,123 for Mr. Kroeker. In connection with the termination of Mr. Javidi’s employment by the Company, he became entitled to one year of continued base salary, subject to his execution of a release of claims and his compliance with the terms and conditions of his employment agreement. 3.Mr. Mastrangelo’s annual base salary increased from $650,000 to $800,000 as of August 1, 2025. 4.Represents Ms. Buczkowski's and Mr. Javidi's sign-on cash bonus.
Summary Compensation Table
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Summary Compensation Table
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Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning outstanding equity awards for our NEOs as of the end of our fiscal year ended December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($) (1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) (1) | | Joe Mastrangelo | 10/23/2020 (2) | 691,656 | 8.67 | 10/23/2030 (12) | — | — | — | — | | | 10/23/2020 (2) | 345,828 | 8.67 | 10/23/2030 | — | — | — | — | | | 6/16/2022 (2) | 200,000 | 1.34 | 6/16/2032 | — | — | — | — | | | 7/5/2023 (3) | — | — | — | 254,304 | 2,914,324 | — | — | | | 7/25/2024 (4) | — | — | — | 666,667 | 7,640,004 | — | — | | | 7/25/2024 (5) | — | — | — | — | — | 1,000,000 | 11,460,000 | | | 6/26/2025 (6) | — | — | — | 391,710 | 4,488,997 | — | — | | | 6/26/2025 (5) | — | — | — | — | — | 391,710 | 4,488,997 | | | 6/26/2025 (7) | — | — | — | — | — | 97,928 | 1,122,249 | | Nathan Kroeker | 1/23/2023 (8) | — | — | — | 100,000 | 1,146,000 | — | — | | | 7/3/2023 (9) | — | — | — | 53,610 | 614,371 | — | — | | | 7/5/2023 (3) | — | — | — | 105,008 | 1,203,392 | — | — | | | 7/25/2024 (4) | — | — | — | 441,667 | 5,061,504 | — | — | | | 7/25/2024 (5) | — | — | — | — | — | 662,500 | 7,592,250 | | | 6/25/2025 (6) | — | — | — | 211,375 | 2,426,483 | — | — | | | 6/25/2025 (5) | — | — | — | — | — | 211,736 | 2,426,495 | | | 6/26/2025 (7) | — | — | — | — | — | 52,954 | 608,624 | | Michelle Buczkowski | 10/28/2024 | — | — | — | 200,000 | 2,292,000 | — | — | | | 6/25/2025 (6) | — | — | — | 68,814 | 788,608 | — | — | | | 12/2/2025 (10) | — | — | — | 234,742 | 2,690,143 | — | — | | | 6/26/2025 (5) | — | — | — | — | — | 68,814 | 788,608 | | | 6/26/2025 (7) | — | — | — | — | — | 17,204 | 197,152 |
Outstanding Equity Awards at Fiscal Year-End
1.The market value is calculated by multiplying the closing price of the Company's common stock on December 31, 2025, which was $11.46, by the number of restricted stock units that had not vested. 2.The options are fully vested on or prior to December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
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Outstanding Equity Awards at Fiscal Year-End
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Outstanding Equity Awards at Fiscal Year-End
3.The RSUs vest in three equal installments on each of July 5, 2024, July 5, 2025 and July 5, 2026, subject to continued service through each vesting date. 4.The RSUs vest in three equal installments on each of July 25, 2025, July 25, 2026 and July 25, 2027, subject to continued service through each vesting date. 5.The PRSUs are related to the achievement of relative total stockholder return, subject to the NEO’s continued employment through the date that the achievement of the relative total stockholder return is determined. rTSR PRSUs are reported assuming maximum performance. See “Executive Compensation – rTSR PRSUs” for more information. 6.The RSUs vest in three equal installments on each of June 26, 2026, June 26, 2027 and June 26, 2028, subject to continued service through each vesting date. 7.The PRSUs are related to specific Company performance targets, subject to the NEO’s continued employment through the achievement of the specific targets. As of December 31, 2025, none of the Company performance targets were achieved. Company PRSUs are reported as threshold performance. 8.The RSUs vest in three equal installments on each of January 23, 2024, January 23, 2025 and January 23, 2026, subject to continued service through each vesting date. 9.The RSUs vest in three equal installments on each of July 3, 2024, July 3, 2025 and July 3, 2026, subject to continued service through each vesting date. 10.The RSUs vest in three equal installments on each of October 28, 2025, October 28, 2026 and October 28, 2027, subject to continued service through each vesting date. 11.The RSUs vest in three equal installments on each of December 2, 2026, December 2, 2027 and December 2, 2028, subject to continued service through each vesting date.. 12.These options were previously erroneously reported as expiring on June 30, 2025, and have been updated to reflect the correct expiration date of October 23, 2030.
Pay Versus Performance
Pay Versus Performance The following table sets forth the compensation for our Chief Executive Officer and the average compensation for our other NEOs, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of 2025, 2024 and 2023. The table also provides information on our cumulative TSR and Net Income.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(2) | Value of Initial Fixed $100 Investment Based on TSR ($)(3) | Net Income (Loss) (in Thousands) ($)(4) | | 2025 | 4,854,452 | 23,118,382 | 3,190,435 | 7,391,799 | 774.32 | (969,647) | | 2024 | 5,452,189 | 15,329,460 | 3,011,093 | 9,834,805 | 328.38 | (685,870) | | 2023 | 4,332,098 | 1,966,353 | 2,057,675 | 1,044,438 | 73.65 | (229,506) |
Pay Versus Performance
1.Compensation for our principle executive officer ("PEO"), Joe Mastrangelo, reflects the amounts reported in the “Summary Compensation Table” for the respective years. Average compensation for non-PEOs includes the following NEOs: (i) in 2025, Nathan Kroeker and Michelle Buczkowski and Eric Javidi, (ii) in 2024, Nathan Kroeker and Michael Silberman and (iii) in 2023, Nathan Kroeker and Melissa Berube. 2.Compensation “actually paid” for the PEO and average compensation “actually paid” for our non-PEOs in 2025 reflects the respective amounts set forth in columns (b) and (d), adjusted as follows in the table below, as determined in accordance with SEC rules. These dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO and our other NEOs during the applicable year. 3.Total Stockholder Return is cumulative for the measurement periods beginning on December 31, 2022 and ending on December 31 of each of 2025, 2024 and 2023, respectively, calculated in accordance with Item 201(e) of Regulation S-K. 4.Reflects “Net Income” in the Company’s Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2025, 2024 and 2023, respectively.
Pay Versus Performance
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Pay Versus Performance
| Executive Compensation | Table of Contents |
Pay Versus Performance
| | PEO 2025 ($) | Non-PEOs 2025 ($) | | Summary Compensation Table Total | 4,854,452 | 3,190,435 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | (4,007,193) | (2,709,785) | | Plus Fair Value for Unvested Awards Granted in the Covered Year | 8,305,035 | 2,879,451 | | Change in Fair Value of Outstanding Unvested Awards from Prior Years | 12,715,909 | 3,446,408 | | Plus Fair Value for Vested Awards Granted in the Covered Year | — | (72,735) | | Change in Fair Value of Awards from Prior Years that Vested in the Covered Year | 1,250,179 | 658,025 | | Less Fair Value of Awards Forfeited during the Covered Year | — | — | | Compensation Actually Paid | 23,118,382 | 7,391,799 |
Pay Versus Performance
Note: Fair values set forth in the table above are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of awards that vest in the covered year, which are valued as of the applicable vesting date.
Relationship Between Compensation Actually Paid and Cumulative TSR
Relationship Between Compensation Actually Paid and Cumulative TSR The amount of compensation actually paid to the PEO and the average amount of compensation actually paid to the non-PEO NEOs have generally aligned with the Company’s cumulative TSR over the three-year period presented in the table. From January 1, 2023 to December 31, 2025, cumulative TSR increased by approximately 674%. For the three-years presented, the increase in both compensation actually paid and cumulative TSR are primarily driven by the change in the Company's stock price from $1.48 as of December 31, 2022, $1.09 as of December 31, 2023, $4.86 as of December 31, 2024, to $11.46 as of December 31, 2025. Stock price is a large driver in the value of the equity incentive awards, which is a major component of compensation actually paid to the PEO and the average compensation actually paid to the non-PEO NEOs.