DEF 14A of Eos Energy Enterprises, Inc., Mar 27, 2025

DEF 14A of Eos Energy Enterprises, Inc.

Filed Mar 27, 2025 · FY20240001805077-25-000028

Open on EDGAR

  1. TABLE OF CONTENTS

    | | Page | | Proposal No. 1 Election of Directors | 3 | | Directors | 6 | | Corporate Governance | 10 | | Director Compensation Table | 17 | | Proposal No. 2 Ratification of Selection of Independent Registered Public Accounting Firm | 19 | | Report of the Audit Committee of the Board of Directors | 20 | | Executive Officers | 21 | | Executive Compensation | 23 | | Proposal No. 3 Advisory Vote to Approve Our Named Executive Compensation | 33 | | Proposal No. 4 Amendment to the Second Amended and Restated 2020 Incentive Plan | 34 | | Certain Relationships and Related Person Transactions | 41 | | Security Ownership of Certain Beneficial Owners and Management | 44 | | Delinquent Section 16(a) Reports | 46 | | Additional Information | 47 | | Information About the Proxy Process and Voting | 48 | | Appendix A First Amendment to the Second Amended and Restated 2020 Incentive Plan | 55 | | Appendix B Second Amended and Restated 2020 Incentive Plan | 57 |

  2. ELECTION OF CLASS II DIRECTORS

    ELECTION OF CLASS II DIRECTORS 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; and Class III directors are Russell Stidolph, the Chair of our Board, Jeff Bornstein, and Claude Demby. 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 advised the Company that it intends to deliver a written consent upon closing of the Annual Meeting re-appointing 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 will not vote to elect such persons. For additional information concerning Preferred Stock director election and nomination rights, see “— Corporate Governance – Board Composition.” Class II directors standing for re-election at the Annual Meeting are Joe Mastrangelo, Alex Dimitrief, and Joseph Nigro. Class III and Class I directors will stand for election at the 2026 and 2027 annual meetings of stockholders, respectively. Each of the nominees for election as Class II directors is currently a director. If elected at the Annual Meeting, each of the nominees for election as Class II 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:

  3. ELECTION OF CLASS II DIRECTORS

    | Name | Age | Director Since | | Joe Mastrangelo | 56 | 2020 | | Alex Dimitrief (1) | 66 | 2020 | | Joseph Nigro (2) | 61 | 2025 |

  4. ELECTION OF CLASS II DIRECTORS

    (1) Member and Chair of the Nominating and Corporate Governance Committee, and member of the Audit Committee. (2) Member of the Audit Committee and member of the Leadership Development & Compensation 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. Joe Mastrangelo, 56, 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 (“BMRG”) in 2020 (the “Business Combination”). 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. Joe 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. Mr. Mastrangelo’s qualifications to serve on our Board include: his extensive experience in operations management at executive level positions, as well as his educational background in finance and business. Alex Dimitrief, 66, has served as a director since the closing of the Business Combination in 2020. Mr. Dimitrief is an experienced director, C-suite leader and general counsel who has steered varied energy-related and other global businesses through a wide range of complex commercial, legal, and organizational challenges. He has previously served as a director of both public and non-public companies including The We Company, Synchrony Financial (NYSE: SYF), SmileDirectClub (Nasdaq: SDC), and GE Capital Bank. Since November 2022, Mr. Dimitrief has been serving as Senior Vice President and General Counsel of Sotera Health Co. (Nasdaq: SHC). Previously, as President and Chief Executive Officer of General Electric’s Global Growth Organization, Mr. Dimitrief was responsible for driving GE’s growth in more than 180 countries. Under Mr. Dimitrief’s watch in 2018, GE achieved $76 billion in international orders and secured billions in financing for many of GE’s emerging market customers. As GE’s General Counsel from 2015-2018, Mr. Dimitrief served as the principal executive advisor to GE’s board and led a global team responsible for GE’s legal matters, compliance, SEC reporting, government affairs and environmental safety programs. In previous roles at GE, Mr. Dimitrief was a leader of the transformation of GE Capital and led joint venture negotiations for GE Energy in China and Russia. In announcing Mr. Dimitrief’s retirement from GE in January 2019, Chair and CEO Larry Culp described Mr. Dimitrief as “one of the most respected leaders at GE” who “effectively represented GE before governments, regulators, and customers throughout the world and is widely recognized as a compelling champion of integrity, transparency and the rule of law.” In 2007, Mr. Dimitrief came to GE after 20 years as a senior partner at Kirkland & Ellis LLP, where he “first chaired” and regularly advised boards about securities, restructuring, intellectual property, product liability, environmental, governance and commercial disputes. Mr. Dimitrief earned his B.A. from Yale College and his J.D. from Harvard Law School and has taught classes on corporate citizenship and corporate law at Harvard Law School and New York Law School. He is a partner at Zeughauser Group, where he advises law firms and legal departments on strategic issues, and was appointed Global Chair of the Ronald McDonald House Charities in January 2025. Mr. Dimitrief’s qualifications to serve on our board of directors include: his lengthy executive and board experiences, as well as his expertise in managing risk, legal compliance, governance, and other functions at mature companies with large workforces. Joseph Nigro, 61, has served as a member of our Board since March 25, 2025. Mr. Nigro currently serves on the board of Talen Energy, a Houston based public company, where he chairs the Risk Management Committee and is a member of the Governance Committee. Mr. Nigro is also both a senior advisor to Blackstone Inc.’s energy transition group and on the board of directors of Kindle Energy LLC (a Blackstone company) since July 2023. Mr. Nigro spent the last 27 years of his career with Exelon, beginning with PECO Power Team (now an Exelon company) in 1996. Mr. Nigro previously served as an advisor to the Exelon Chief Executive Officer until March 2023 after having served as Exelon’s Chief Financial Officer from May 2018 to October 2022. He was also a member of Exelon’s Executive Committee and the Chair of its Corporate Investment Committee. Prior to that, Mr. Nigro served as Chief Executive Officer of Constellation, an Exelon operating division, from 2013 to 2018 and as senior vice president, portfolio strategy, prior to that. Before joining Constellation, he was the senior vice president, portfolio management and strategy, for the Exelon Power Team. In addition, Mr. Nigro led the merger integration for the Exelon Power Team wholesale trading and marketing organization with Constellation Energy. Mr. Nigro’s previous roles include: vice president, structuring and portfolio management; director, commercial transactions; manager, Northeast Region, responsible for the trading and marketing of Exelon’s assets in New England; integration lead – Power Team/Sithe New England Holdings; manager, financial trading – hedge book; and financial transaction. Mr. Nigro also spent seven years prior with Phibro Energy, Inc., an independent oil trading and refining company. Mr. Nigro received his bachelor’s degree in economics from the University of Connecticut. He has also completed the Exelon Leadership Institute Program through the Northwestern University Kellogg School of Management, the University of Chicago Executive Development Program, and the MIT Reactor Technology Course for Utility Executives. Mr. Nigro previously served on the board of directors for the National Aquarium in Baltimore and the Chicago Public Library Foundation. Mr. Nigro’s appointment to our Board is underpinned by his extensive finance background, executive leadership experience, and deep industry knowledge, particularly in the energy sector.

  5. THE BOARD RECOMMENDS A VOTE

    THE BOARD RECOMMENDS A VOTE

  6. FOR THE ELECTION OF EACH OF THE ABOVE-NAMED CLASS II NOMINEES

    FOR THE ELECTION OF EACH OF THE ABOVE-NAMED CLASS II NOMINEES

  7. CONTINUING DIRECTORS

    CONTINUING DIRECTORS The following Class III and Class I directors are not up for re-election at this Annual Meeting. Class III directors will be up for election at our annual meeting of stockholders in 2026 and Class I directors will be up for election at our Annual Meeting in 2027. 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.

  8. Class III Directors (terms expiring at the 2026 annual meeting of stockholders)

    Class III Directors (terms expiring at the 2026 annual meeting of stockholders) Russell Stidolph, 49, has served as a member of our Board since the closing of the Business Combination in 2020. He has also served as a director of Eos Energy Storage LLC (“EES LLC”) since 2014 and the chair of the board of EES LLC since 2018 and continued in both positions following the closing of the Business Combination. Mr. Stidolph is the founder of AltEnergy, LLC a private equity firm focused on alternative energy investing, where he has served as Managing Director since 2006 and is the Chairman and CEO of AltEnergy Acquisition Corp. (NASDAQ: AEAE). Prior to forming AltEnergy, Mr. Stidolph was a Principal at J.H. Whitney & Co., LLC, a middle-market private equity firm based in New Canaan, Connecticut. While at J.H. Whitney, Mr. Stidolph was responsible for starting and developing the firm’s alternative energy investing practice where he was responsible for Hawkeye Renewables, LLC and Iowa Winds, LLC. Mr. Stidolph was both the Chief Financial Officer and Vice Chairman of Hawkeye Renewables, LLC before it was sold in 2006 to Thomas H. Lee Partners, LP. Prior to joining J.H. Whitney, Mr. Stidolph was a member of the corporate finance group at PaineWebber, Inc., that was responsible for high yield and leverage finance origination. Mr. Stidolph also acted as Senior Vice President and the Chief Financial Officer of Tres Amigas, LLC and he still sits on the company’s board of directors. He also serves as director of Hulett Bancorp. Mr. Stidolph was also Chair of the board of directors of Viridity Energy, Inc. before it was sold to Ormat Technologies in 2017. He received a Bachelor of Arts degree from Dartmouth College. Mr. Stidolph’s qualifications to serve on our Board include: his background in financial investments, financial and risk management, equity capital markets and the renewable energy industry. Jeff Bornstein, 59, 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 currently serves as the managing partner of Generation Capital Partners and sits on the board of AlloVir (NASDAQ: ALVR) as Chair of their Audit Committee. Before establishing Whipstick Ventures in 2018, Mr. Bornstein held pivotal roles at General Electric (GE), notably as Vice Chairman and Chief Financial Officer from 2013 to 2017. During his tenure, he led significant portfolio transformations, including divesting the Appliances division, merging GE Oil & Gas with Baker Hughes, and streamlining GE Capital's assets by over $300 billion. He also facilitated GE's acquisition of Alstom while implementing cost-saving measures. Mr. Bornstein's GE journey began in 1989 with the GE Power Systems' Financial Management Program. Over the years, he ascended through various finance roles within the company, notably serving as Senior Vice President and Chief Financial Officer of GE Capital for 12 years. His leadership during the financial crisis and transition to Federal Reserve regulation were instrumental in navigating challenging times. Beyond his corporate responsibilities, Mr. Bornstein is a trustee of Northeastern University, on the board of Build On, and is involved in a number of youth programs. He received a Bachelor of Science degree from Northeastern University. Mr. Bornstein's appointment to our Board is underpinned by his extensive finance background, executive leadership experience, and deep industry knowledge, particularly in the energy sector. Claude Demby, 60, has been a member of our Board since 2021. With extensive executive leadership experience in the automotive, aerospace, and materials technology sectors, Mr. Demby has successfully led complex global organizations through periods of turnaround and rapid growth. His career includes establishing international operations and infrastructure across Asia, Europe, and the Americas. From 2018 to 2022, Mr. Demby served as President of Cree LED, a lighting and industrial innovation company employing 2,400 individuals and operating in 13 global locations, serving over 25,000 customers in 101 countries. During his tenure, he spearheaded the turnaround and growth of this prominent global brand, delivering optimized application solutions worldwide. Prior to his role at Cree LED, Mr. Demby was responsible for Mergers and Acquisitions at Cree Inc., where he formulated the M&A strategy that laid the groundwork for Cree's expansion into the power, communications, and infrastructure sectors. He also served as the Senior Vice President and General Manager of Cree’s Semiconductor Materials Business. Before joining Cree, Mr. Demby was the CEO and Director of Noel Group, an industrial holding company overseeing five global businesses that manufacture synthetic materials. At Noel Group, he successfully turned around the organization, optimizing strategy, processes, and global operations, significantly enhancing financial health and shareholder value. Earlier in his career, Mr. Demby was the President and COO of L&L Products Inc., a global automotive and aerospace OEM focused on solutions for noise and vibration reduction while enhancing structural integrity. He played a crucial role in leading L&L Products through one of its most dynamic growth phases, expanding operations worldwide. Mr. Demby’s career began in engineering roles at Proctor and Gamble and GE, and he possesses extensive experience on both public and private boards. He currently chairs the Nominating and Governance Committee and serves as a Director for the Brown Capital Management Mutual Fund Trust. Additionally, he is the Chair of the Leadership and Compensation Committee, a member of the Nominating and Governance Committee, and a Director for Piedmont Lithium Incorporated (NASDAQ: PLL), a clean energy company. 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. In addition to his professional achievements, Mr. Demby has demonstrated a commitment to community service as the founder and leader of Valour Academy Schools Inc. in Raleigh. He has participated in various leadership roles on the Raleigh Chamber of Commerce Board, including Chair Elect and advisor. Mr. Demby earned a Bachelor of Science from the University of Delaware and a Master of Business Administration from Rensselaer Polytechnic Institute.

  9. 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, 63, has served as a member of our Board since 2023. Mr. McNeil has held various significant positions, showcasing his vast experience and leadership capabilities. From April of 2023 to July of 2024, Mr. McNeil has served as Executive Vice President - Advisor at Enphase Energy, playing a pivotal role in guiding the company's strategic initiatives. Before this role, he served as Chief Operations Officer (2019-2023) and Vice President of Quality and Customer Support (2018-2019) at Enphase Energy, demonstrating his commitment to operational excellence. Mr. McNeil's dedication to the advancement of renewable energy solutions is evident in his roles at other leading companies in the industry. He served as Senior Vice President of Operations at Energous Corporation (2016-2018) and held key positions at Cypress Semiconductor Corporation for over two decades (1994-2012), including Senior Vice President of Worldwide Operations and Vice President of Planning. Mr. McNeil’s career journey also includes notable positions at Upstart Power, Inc., where he served on the board of directors from 2021 through 2024, as well as Heraeus, Digital Equipment Corporation (later acquired by Hewlett Packard Enterprise), Seagate Technology, and Memorex. He received his Bachelor of Science degree from San Jose University. 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, positioning Mr. McNeil as a key asset in our mission to deliver scalable and sustainable energy storage solutions. Marian “Mimi” Walters, 62, has served as a director since the closing of the Business Combination in 2020. Ms. Walters is Chief Commercial Officer for Leading Edge Power Solutions, LLC since November 2019. She serves as a member of the Board of Directors of B. Riley Financial, Inc. (Nasdaq: RILY) since July 2019, and a member of the Board of Directors of Pacific Specialty Insurance Company since 2025. From 2015 to 2019, Ms. Walters served as a Member of the U.S. House of Representatives (the “House”) from California’s 45th District where she worked on key legislation, business and policy initiatives related to energy, technology, environmental and healthcare. Ms. Walters was a member of House Leadership and served on the influential Energy and Commerce Committee. She was a member of the Communications and Technology, Digital Commerce and Consumer Protection, and Oversight and Investigations subcommittees. Prior to her election to Congress, Ms. Walters served in the California State Senate, from 2008 to 2014, where she was a member of the Banking and Financial Institutions Committee and was 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 received a Bachelor of Arts from the University of California, Los Angeles. 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.

  10. 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, 45, has served as a director of the Company since 2024. Mr. Robinson is Global Head of Critical Minerals & Battery Materials and a Senior Managing Director on the Supply Chain and Strategic Opportunities team of Cerberus Capital Management (“Cerberus”). 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 joined Cerberus in 2011, and he has led public and private deals within the areas of next generation communications, critical minerals, and grid security. 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. He currently sits on the board of Torngat Metals, a private rare earths development company. He received his undergraduate degree from Acadia University. Mr. Robinson’s qualifications to serve on our board of directors include: his experience in investment banking and investing in emerging technology. Gregory Nixon, 61, has served as a director of the Company since 2024. Mr. Nixon is the Chief Administrative Officer and Chief Legal Officer or M1 Support Services, LP, a Defense Aviation Company. Prior to this role, Mr. Nixon served as Head of Strategic Investments, Senior Managing Director, and Senior Legal Counsel for Cerberus where he focused on investment opportunities with the potential to drive technological, security, and defense advancements across sectors and geographies. Previously, Mr. Nixon served as managing director of Cerberus Operations and Advisory Company and has served on the Board of Directors for several Cerberus portfolio companies. Mr. Nixon currently serves on the Board of Directors of Stratolaunch LLC, and Red River Technology. Prior to rejoining Cerberus in 2021, Mr. Nixon served in a variety of senior executive roles. His experience includes leadership roles at DynCorp International (a Cerberus portfolio company), CH2M Incorporated, McKinsey and Company, and Booz Allen Hamilton Inc. He also served as an executive advisor to Tracker Capital Management, a venture capital investor founded by Cerberus Co-Founder and Co-Chief Executive Officer, Steve Feinberg, that invests in high-potential technology growth companies. He is a director on the board of Business Executives in National Security and a Director of Red River Corporation and StratoLaunch Corporation. He is also a retired Air Force Judge Advocate General (JAG) Officer (Lt. Colonel). Mr. Nixon is a recent adjunct professor of law at Howard University Law School and formerly served on the Board of Directors of the Thurgood Marshall Scholarship Fund as well as the National Inventors Hall of Fame. He is also a member of the Economic Club of Washington and the Executive Leadership Council. He received a Bachelor of Science from Tuskegee University and a Juris Doctor from Georgetown University Law Center. Mr. Nixon’s qualifications to serve on our board of directors include: his extensive experience in executive level leadership and strategic investing. David Urban, 60, has served as a director of the Company since 2024. Mr. Urban currently serves as Managing Director for BGR Group, a bipartisan lobbying and public relations firm, and Of Counsel at Torridon Law PLLC, where he advises high-profile clients across several industries including energy, telecommunications, and defense. Previously, from 2002 to 2020, Mr. Urban served as President of the American Continental Group, a leading bi-partisan government affairs and strategic consulting firm. Upon graduating from West Point, Urban was as an artillery officer in the United States Army’s 101st Airborne Division. Mr. Urban is admitted to practice before the Pennsylvania Supreme Court, the United States District Court for the Eastern District of Pennsylvania, the United States Court of Appeals for the Third Circuit, and the United States Supreme Court. Urban also serves on the board directors of Virtu Financial Inc., SubCom Inc., and the Johnny Mac Soldiers Fund as well as the Global Advisory Council for Coinbase Global, Inc., Voyager Space Advisory Board, Regent Craft Advisory Board, and is a Senior Political Commentator on CNN. He received a Bachelor of Science degree from the United States Military Academy at West Point, a Master of Government Administration degree from the University of Pennsylvania and a Juris Doctor degree from the Temple University School of Law. 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.

  11. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table sets forth information concerning the compensation earned by each of our non-employee directors during the fiscal year ended December 31, 2024. Mr. Mastrangelo does not earn any additional compensation for service on our Board.

  12. DIRECTOR COMPENSATION TABLE

    | Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards(2) ($) | Option Awards(3) ($) | All Other Compensation ($) | Total ($) | | Russell Stidolph | 25,000 | 183,158 | — | — | 208,158 | | Jeff Bornstein | 25,000 | 183,158 | — | — | 208,158 | | Claude Demby | 25,000 | 137,368 | — | — | 162,368 | | Alex Dimitrief | 25,000 | 160,263 | — | — | 185,263 | | Jeffrey McNeil | 25,000 | 137,368 | — | — | 162,368 | | Marian "Mimi" Walters | 25,000 | 137,368 | — | — | 162,368 | | David Urban (4) | 1,062 | 186,733 | — | — | 187,795 | | Audrey Zibelman (5) | 12,500 | — | — | — | 12,500 |

  13. DIRECTOR COMPENSATION TABLE

    (1) Neither Mr. Nixon nor Mr. Robinson accepted director compensation in connection with their service on our Board during 2024. (2) Represents the grant date fair value of restricted stock unit awards, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For a discussion of the valuation methodology used, see Note 18, “Stock-Based Compensation” of the notes to our consolidated financial statements included in the Form 10-K. These amounts do not necessarily correspond to the actual value that may be realized from the stock awards by the non-employee directors. The aggregate number of stock awards (in the form of restricted stock units) outstanding for our non-employee directors as of December 31, 2024 was: Mr. Stidolph: 105,263, Mr. Bornstein: 105,263, Mr. Demby: 78,947, Mr. Dimitrief: 92,105, Mr. McNeil: 78,947, Ms. Walters: 78,947, and Mr. Urban: 46,221. Non-employee directors were given the option, during fiscal 2024, to have a portion of their overall stock award be settled in cash upon applicable vesting (“cash settled award”). With respect to the aggregate number of stock awards, cash settled awards, for our non-employee directors who elected this method was as of December 31, 2024; Mr. Bornstein: 42,105, Mr. Stidolph: 42,105, and Mr. Demby: 31,579. (3) During the fiscal year ended December 31, 2024, no option awards were granted to our non-employee directors. The aggregate number of option awards outstanding for our non-employee directors as of December 31, 2024 was: Mr. Stidolph: 594,246, Mr. Bornstein: 213,718, Mr. Demby: 231,175, Mr. Dimitrief: 272,647, Mr. McNeil: 82,452, Ms. Walters: 245,488, and Ms. Zibelman: 201,488. (4) Mr. Urban was appointed to the Board effective December 16, 2024. (5) Ms. Zibelman did not stand for re-election at the 2024 Annual Meeting.

  14. 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. Beginning with the Equity Retainers awarded in 2024, 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 a special 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. Beginning with the Chairperson Grants awarded in 2024, 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 2024 were granted to our non-employee directors on July 25, 2024. In the future, Equity Retainers and Chairperson Grants will generally be granted in May. 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.

  15. Preferred Director Compensation

    Preferred Director Compensation In accordance with the internal policies of Cerberus, neither Mr. Nixon nor Mr. Robinson accepted director compensation in connection with their service on our Board during 2024.

  16. Pay for Performance and Key 2024 Compensation Actions

    Pay for Performance and Key 2024 Compensation Actions We believe that compensation should be directly linked to performance and correlated to stockholder value. In evaluating and setting compensation for our NEOs, the Compensation Committee is guided by the following principles: •Compensation should allow us to attract, motivate and retain a highly qualified, talented, and motivated executive team; •Compensation should appropriately balance fixed and performance-based elements, including overall performance of the Company and the NEO’s individual performance; •Performance-based compensation should include short-term and long-term components, in order to build sustainable, long-term success and value for our stockholders; and •Compensation decisions should be responsive to the views of our stockholders and be informed by market best practices. During 2024, in order to further align pay and performance and in response to shareholder feedback, the Board and the Compensation Committee implemented the following changes to our executive compensation program, which are discussed in more detail below under the section titled “Narrative Disclosure to the Summary Compensation Table”. •The Board approved an amendment and restatement of the Eos Energy Enterprises, Inc. 2020 Amended and Restated Incentive Plan (the “2020 Plan”) to (i) clarify that shares of common stock with respect to an award that is repurchased by the Company using stock option exercise proceeds will not again become available for issuance under the 2020 Plan and (ii) specify that outstanding employee awards under the 2020 Plan would receive “double-trigger” treatment in the event of a change in control. •The Compensation Committee approved the issuance of PRSUs to our NEOs as part of their 2024 annual equity grants. PRSUs represented 50% of each NEO’s overall equity grant and vested based on the achievement of relative total shareholder return (“rTSR PSUs”) or based on the achievement of performance milestones aligned with the terms of the Company’s June 21, 2024, credit and guaranty agreement (“Milestone PRSUs”). The Compensation Committee is committed to continue to review our executive compensation program to ensure the program aligns with our guiding principles, the views of our shareholders and best corporate governance practices.

  17. 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, 2024 and December 31, 2023.

  18. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan and Compensation ($) | All Other Compensation (2) ($) | Total ($) | | Joe Mastrangelo Chief Executive Officer | 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 | 2024 | 470,000 | — | 2,785,813 | 210,231 | 12,282 | 3,478,326 | | | 2023 | 415,385 | — | 2,620,000 | 105,750 | 11,063 (3) | 3,152,198 | | Michael Silberman (4) Chief Legal Officer and Corporate Secretary | 2024 | 318,654 | — | 2,102,188 | 111,825 | 11,192 | 2,543,859 |

  19. Summary Compensation Table

    (1) Represents the grant date fair value of restricted stock unit awards (“RSUs”) and 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, $3,842,500 for Mr. Kroeker and $2,800,000 for Mr. Silberman. 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) Amounts in this column for Mr. Mastrangelo reflect $67,200 in residential expenses and $81,719 in travel expense reimbursement. The Company also reimbursed Mr. Mastrangelo $18,958 for expenses incurred by Mr. Mastrangelo for personal tax penalties and interest for tax year 2022 as a result of a filing error by the Company. Additionally, amounts in this column include $3,612, $1,932, and $1,633 as earnings reported for the Company's Group Term Life policy, for Mr. Mastrangelo, Mr. Kroeker, and Mr. Silberman, respectively, and safe harbor contributions by the Company to employee 401K plans in the amount of $10,350, $10,350, $9,560 for Mr. Mastrangelo, Mr. Kroeker, and Mr. Silberman, respectively. (3) For fiscal year 2023, the Company has adjusted the amount disclosed in all other compensation to include safe harbor contributions by the Company to employee 401K plans in the amount of $9,900 for both Mr. Mastrangelo and Mr. Kroeker. (4) Mr. Silberman joined Eos on January 22, 2024.

  20. 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, 2024.

  21. 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 | 6/30/2025 | — | — | — | — | | | 10/23/2020 (3) | 345,828 | $8.67 | 10/23/2030 | — | — | — | — | | | 6/16/2022 (4) | 200,000 | $1.34 | 6/16/2032 | — | — | — | — | | | 7/5/2023 (5) | — | — | — | 508,607 | $2,471,830 | — | — | | | 7/25/2024 (6) | — | — | — | 1,000,000 | $4,860,000 | — | — | | | 7/25/2024 (7) | — | — | — | — | — | 500,000 | $2,430,000 | | | 7/25/2024 (8) | — | — | — | — | — | 1,000,000 | $4,860,000 | | Nathan Kroeker | 1/23/2023 (9) | — | — | — | 200,000 | $972,000 | — | — | | | 7/3/2023 (10) | — | — | — | 107,219 | $521,084 | — | — | | | 7/5/2023 (5) | — | — | — | 210,016 | $1,020,678 | — | — | | | 7/25/2024 (6) | — | — | — | 662,500 | $3,219,750 | — | — | | | 7/25/2024 (7) | — | — | — | — | — | 331,250 | $1,609,875 | | | 7/25/2024 (8) | — | — | — | — | — | 662,500 | $3,219,750 | | Michael Silberman | 1/22/2024 (11) | — | — | — | 250,000 | $1,215,000 | — | — | | | 7/25/2024 (6) | — | — | — | 437,500 | $2,126,250 | — | — | | | 7/25/2024 (7) | — | — | — | — | — | 218,750 | $1,063,125 | | | 7/25/2024 (8) | — | — | — | — | — | 437,500 | $2,126,250 |

  22. 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 29, 2024, which was $4.86, by the number of restricted stock units that had not vested. (2) 691,656 of the shares of common stock subject to this option vested upon Mr. Mastrangelo's continued employment through the vesting dates of June 22, 2021, June 22, 2022, and June 22, 2023. (3) 345,828 of the shares of common stock subject to this option vested upon the Board's determination that the Company had successfully closed an equity financing transaction prior to June 22, 2023, in connection with the merger agreement with BMRG. (4) The stock options vest in two equal installments based on the achievement of certain performance conditions during specified time periods (each, a "Milestone Event"), with the full vesting of the applicable tranche of stock options to occur 60 days after the achievement of the applicable Milestone Event. The first of the Milestone Events was achieved on July 29, 2022 and the stock options with respect to 200,000 shares of common stock became fully vested and exercisable on the 60th day following the date of the achievement of the Milestone Event, subject to Mr. Mastrangelo's continued employment with the issuer through such date. The remaining 200,000 stock options pertaining to the second of the Milestone Events were forfeited on December 30, 2022. (5) 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. (6) 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. (7) The PRSUs are related to specific milestones under the Cerberus Agreements, subject to the NEO’s continued employment through the achievement of the specific milestones. As of December 31, 2024, 12 out of the 16 milestones have been met. See “Executive Compensation – Milestone PRSUs” for more information. (8) The PRSUs are related to the achievement of relative total shareholder return, subject to the NEO’s continued employment through the date that the achievement of the relative total shareholder return is determined. rTSR PRSUs are reported assuming maximum performance. See “Executive Compensation – rTSR PRSUs” for more information. (9) 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. (10) 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. (11) The RSUs vest in three equal installments on each of January 22, 2025, January 22, 2026 and January 22, 2027, subject to continued service through each vesting date.

  23. 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 2024, 2023 and 2022. The table also provides information on our cumulative total shareholder return (“TSR”) and Net Income.

  24. 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 Total Shareholder Return(3) | Net Income (Loss) (in Thousands)(4) | | 2024 | $5,452,189 | $15,329,460 | $3,011,093 | $9,834,805 | $64.63 | $(685,870) | | 2023 | $4,332,098 | $1,966,353 | $2,057,675 | $1,044,438 | $14.49 | $(229,506) | | 2022 | $1,235,299 | $(3,054,439) | $1,770,017 | $490,324 | $19.68 | $(229,813) |

  25. Pay Versus Performance

    (1) Compensation for our 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 2024, Nathan Kroeker and Michael Silberman, (ii) in 2023, Nathan Kroeker and Melissa Berube, and (iii) in 2022, Randall Gonzales and Melissa Berube. (2) Compensation “actually paid” for the PEO and average compensation “actually paid” for our non-PEOs in 2024 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 Shareholder Return is cumulative for the measurement periods beginning on December 31, 2021 and ending on December 31 of each of 2024, 2023, and 2022, 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, 2024, 2023 and 2022, respectively.

  26. Pay Versus Performance

    | | PEO 2024 | Non-PEOs 2024 | | Summary Compensation Table Total | $5,452,189 | $3,011,093 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | (4,205,000) | (2,444,001) | | Plus Fair Value for Unvested Awards Granted in the Covered Year | 11,977,500 | 7,195,125 | | Change in Fair Value of Outstanding Unvested Awards from Prior Years | 1,917,448 | 1,949,976 | | Plus Fair Value for Vested Awards Granted in the Covered Year | — | — | | Change in Fair Value of Awards from Prior Years that Vested in the Covered Year | 187,323 | 122,612 | | Less Fair Value of Awards Forfeited during the Covered Year | — | — | | Compensation Actually Paid | $15,329,460 | $9,834,805 |

  27. 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.

  28. 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, 2022 to December 31, 2024, cumulative TSR decreased by approximately 35%. 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 $7.52 as of December 31, 2021, $1.48 as of December 31, 2022, $1.09 as of December 31, 2023, to $4.86 as of December 31, 2024. 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.