DEF 14A of Energy Vault Holdings, Inc., Apr 9, 2024

DEF 14A of Energy Vault Holdings, Inc.

Filed Apr 9, 2024 · FY20230001828536-24-000067

Open on EDGAR

  1. Nominees for Election to the Board of Directors Class III Directors

    Nominees for Election to the Board of Directors Class III Directors Robert Piconi is co-founder of Energy Vault, Inc., has served as our Chief Executive Officer and as our director since 2022. Mr. Piconi has also served as the chairman of the board for Chronos Imaging LLC since 2017 and as member of the board of directors of Healthcare AI Acquisition Corp (Nasdaq: HAIA) since November 2021. Prior to Energy Vault, Mr. Piconi was founder and CEO of Medical Equipment Solutions & Applications (MESA) Group Holdings, which was acquired by London-based Private Equity firm Permira in 2014, becoming Pantheon Healthcare Group and later Althea Group where he served as its Chief Executive Officer and a member of its board from 2014 to 2016. Prior to Pantheon Healthcare Group, Mr. Piconi served as Group Executive for the Network Software and Security Platform group companies at Danaher Corporation (NYSE: DHR) from 2012 to 2014. Mr. Piconi’s earlier experience included roles of increasing responsibility at large Fortune 500 public companies, including the diversified energy group Amoco Corporation and British Petroleum (NYSE: BP) after its merger with Amoco in 1998, followed by executive leadership roles of increasing responsibility at Bell Labs Lucent Technologies (now Nokia, NASDAQ: NOK) and as President and Chief Operating Officer at Spirent Communications (LSE: SPT) within the telecommunications network infrastructure industry. Mr. Piconi holds a B.B.A. from the University of Notre Dame and an M.B.A. from Northwestern University’s Kellogg School of Management. Energy Vault believes Mr. Piconi is qualified to serve as a member of the Board of Directors due to his extensive executive management and leadership experience across a variety of energy and technology companies. We believe Mr. Piconi is well qualified to serve as a director because of his prior leadership roles in Fortune 100 public companies. Bill Gross is co-founder of Energy Vault, Inc. and has served as our a director since 2022. Mr. Gross co-founded Idealab Studio, LLC and has served as its Chairman and Chief Executive Officer since 2018. Mr. Gross also served as Chief Executive Officer of Idealab, a technology incubator he founded, from February 1996 to December 31, 2017. Mr. Gross has more than 40 years of experience in conceiving and starting new technology companies, including GoTo.com/Overture.com, Energy Vault, Inc., Carbon Capture, Inc., and CarsDirect.com/Internet Brands, Inc. In addition to continuing to serve as Idealab’s board chairman since 1996, Mr. Gross serves on the boards of directors of numerous companies and is also a member of the Board of Trustees of California Institute of Technology and the Art Center College of Design, where he received his B.S. in Mechanical Engineering. We believe Mr. Gross is well qualified to serve as a director because of his substantial business, leadership and management experience.

  2. Class I Directors

    Class I Directors Larry Paulson has served as a member of our Board of Directors since 2021 and previously served as Novus Capital Corporation II director and Novus Capital Corporation II non-executive Chairman from its inception until 2022. Mr. Paulson co-founded Novus Capital Corporation and has served as its Chief Executive Officer and a director since its inception in March 2020 until its business combination with AppHarvest, Inc. (Nasdaq: APPH) in January 2021. Mr. Paulson has served as a managing member of Novus Capital Associates, LLC since its formation in October 2020. He has also served as principal and founder of Rancho Santa Fe Solutions, a wireless industry consulting company he founded in February 2010. From 2013 to January 2020, Mr. Paulson was with Qualcomm (Nasdaq: QCOM) where he served as Vice President of Product Management (2013 – 16), Vice President and President India and SAARC (2016 – 2018) and Vice President Sales NA and Australia (2018 – Jan 2020). Prior to Qualcomm, he served as Executive Vice President and Chief Marketing Officer of Brightpoint, Inc., a provider of worldwide distribution and integrated logistics services to the wireless communications industry, from 2011 to 2013. Prior to that he served with Nokia (NYSE: NOK) from 1987 to 2009 where he had numerous roles including global Senior Vice President and General Manager CDMA Product line. Mr. Paulson holds a BA in Communications from Point Park University. We believe Mr. Paulson is well qualified to serve as a director because of his more than thirty years of global senior management positions in the tech industry with expertise in wireless communications. Mary Beth Mandanas has served as a member of our Board of Directors since 2022. Ms. Mandanas currently serves as Chief Executive Officer for Onyx Renewable Partners L.P., having begun this role in January 2022. From July 2021 to July 2023, Ms. Mandanas has served as an Independent Director, Audit Chair, on the Board of TortoiseEcofin Acquisition Corp III (NYSE: TRTL). From August 2020 to August 2021, she consulted and served as Chief Investment Officer for Sol Systems, LLC, a renewable energy infrastructure and impact investment company based in Washington, DC. Previously, from the fall of 2015 to May 2020, Ms. Mandanas held the position of Executive Vice President, Chief Strategy Officer, of CleanChoice Energy, Inc., a company engaged in renewable energy retail supply and community solar, where she led strategic planning and was responsible for raising capital, banking/investor relations and establishing protocols for risk management and financial reporting. Ms. Mandanas earned her M.B.A degree from Vanderbilt University and graduated, magna cum laude, with a B.S. from the University of South Carolina. We believe Ms. Mandanas is well qualified to serve as a director because of her significant experience and knowledge in finance, risk management, investment banking, business and work with companies involved in renewable energy and other areas of the energy industry.

  3. Class II Directors

    Class II Directors Stephanie Unwin is the Chief Executive Officer of Horizon Power, a fully integrated Australian power utility. Since assuming this role in 2019, she has led the company through a rapidly changing energy landscape and has successfully positioned the company for long-term growth while accelerating decarbonization projects across Western Australia. From 2018 to 2019, Ms. Unwin served as General Manager Transformation and Technology at CBH Group. From 2017 to 2018, Ms. Unwin served as Chief Executive Officer and Managing Director at Phylogica. Prior to her role at Phylogica, Ms. Unwin served in multiple executive-level roles at Synergy and Verve Energy (“Verve”) prior to Synergy’s merger with Verve, including General Manager of Retail, General Manager of Commercial and Chief Transformation Officer. Synergy is Western Australia’s largest energy generator and retailer to industrial and consumer customers. Ms. Unwin also brings to Energy Vault’s Board of Directors significant experience serving other boards of publicly-listed companies, including Alacer Gold Corp, Zenith Energy, Integra Mining Limited and several non-listed joint ventures. She is currently a Board Member of Energy Networks Australia. Throughout her career, Ms. Unwin has been recognized as a dynamic leader within the energy and renewables sectors, including being named one of Western Australia’s most influential business leaders in Business News’ Power 500. Ms. Unwin received undergraduate degrees in economics and law from Murdoch University. Theresa Fariello has been a member of our Board of Directors since 2023. She has served as Senior Vice President of Government Affairs & Global Public Policy for United Airlines (Nasdaq: UAL) since 2017. In this role, she leads United Airlines’ federal, state, local, and international government engagement, including environmental affairs. Prior to her role at United Airlines, Ms. Fariello served a 16-year tenure at ExxonMobil (NYSE: XOM), where she advised executive leadership on key governmental and policy matters. Prior to her time at ExxonMobil, Ms. Fariello served as Deputy Assistant Secretary for International Energy Policy in the Office of International Affairs at the U.S. Department of Energy and held senior leadership positions at Occidental Petroleum Corporation (NYSE: OXY). Ms. Fariello received her undergraduate degree in political science from George Washington University. She also holds a Master of Laws in International and Comparative Law from Georgetown University Law Center, as well as a Juris Doctorate from George Mason University School of Law. We believe Ms. Fariello is well qualified to serve as a director because of her substantial experience in government affairs and public policy at leading public companies. Thomas Ertel has been a member of our Board of Directors since 2022. He was a Partner at Ernst & Young, LLP, an accounting firm, from June 2002 until his retirement from full-time employment in June 2017. Prior to that, Mr. Ertel spent 25 years, including 13 years as Partner, with Arthur Andersen, LLP, an accounting firm. Since October 2017, Mr. Ertel has served as Senior Vice President and Chief Accounting Officer of Strada Education Foundation, a nonprofit organization that strengthens America’s pathways between education and employment. From December 2017 through September 2021, he served as a director on the board of directors of Blackbaud, Inc. (Nasdaq: BLKB). He holds a BS in Accounting from Ball State University and has maintained an active CPA license in the State of Indiana since 1980. We believe Mr. Ertel is well qualified to serve as a director because of his management skills and because of his knowledge and experience in accounting and corporate transactions.

  4. Director Compensation

    Director Compensation The information contained in “Executive and Director Compensation” is incorporated herein by reference.

  5. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION This section discusses the material components of the executive compensation program for our executive officers who are named in the “2023 Summary Compensation Table” below. For the year ended December 31, 2023, our named executive officers were Robert Piconi, Chief Executive Officer, Jan Kees van Gaalen, Chief Financial Officer, and Akshay Ladwa, Chief Engineering Officer. Effective April 15, 2024, Jan Kees van Gaalen will resign as Chief Financial Officer and he will be replaced by Michael Beer. This section provides an overview of our executive compensation programs, including a narrative description of the material factors necessary to understand the information disclosed in the summary compensation table below. This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Furthermore, the compensation reported in this discussion is not necessarily indicative of how the named executive officers will be compensated in the future.

  6. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table shows information regarding the compensation of our named executive officers for the years ended December 31, 2023 and December 31, 2022.

  7. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($)(3) | | Robert Piconi | 2023 | 808,421 | — | — | 3,151,000 | — | 297,814 (4) | 4,257,235 | | Chief Executive Officer | 2022 | 710,425 | — | 20,092,548 | — | 1,019,859 | 128,943 | 21,951,775 | | Jan Kees van Gaalen | 2023 | 375,000 | — | 2,076,000 | — | — | 10,457 (5) | 2,461,457 | | Chief Financial Officer | | | | | | | | | | Akshay Ladwa | 2023 | 383,667 | 88,000 (6) | — | 822,000 | 92,586 | 4,548 (5) | 1,390,801 | | Chief Engineering Officer | | | | | | | | |

  8. 2023 Summary Compensation Table

    (1) These amounts represent the aggregate grant date fair value for awards granted in 2023 and 2022. The grant date fair value was computed in accordance with ASC Topic 718 (excluding the effect of estimated forfeitures) rather than the amounts paid to or realized by the named executive officer. The assumptions we used in valuing stock awards and option awards are described in Note 16 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 10-K”). As discussed below, Mr. van Gaalen received an equity award in January 2023 that was subject, in part, to market conditions (the “Market-Based Portion”). In accordance with the SEC rules, the amount reported herein for the Market-Based Portion ($1,211,000) is based upon the probable outcome of such conditions as of the grant date in accordance with ASC Topic 718 using the Monte Carlo method, as described in more detail in Note 16 to our audited financial statements included in our 2023 10-K. The maximum value of the Market-Based Portion of Mr. van Gaalen’s award as of the grant date (assuming the full satisfaction of the market conditions) would have been $2,422,000. (2) Represents 2023 annual cash bonuses granted to each named executive officer based on a review of the yearly performance of the named executive officer and the Company. These bonuses were paid in March 2024. Please refer to the section entitled "Narrative Disclosure to 2023 Summary Compensation Table — 2023 Annual Cash Bonuses" for additional information. (3) Amounts shown in this table are expressed in U.S. dollars. Amounts for 2022 paid in CHF to Mr. Piconi have been converted to U.S. dollars based on an exchange rate of 1.08271 as of December 31, 2022. Amounts for 2023 paid in CHF to Mr. Piconi have been converted to U.S. dollars based on an exchange rate of 1.18797 as of December 31, 2023. (4) This amount represents (i) a health allowance of $36,488, (ii) a car allowance of $33,273, (iii) medical physical fees of $43,740, (iv) club fees of $46,484, (v) 401(k) employer matching contributions of $81, (vi) tax return preparation fees of $40,065 and (vii) pension costs of $97,683. (5) These amounts represent 401(k) employer matching contributions. (6) This amount reflects a discretionary bonus that was awarded to Mr. Ladwa in connection with the substantial completion on our 440 MWh battery energy storage system with NV Energy.

  9. Outstanding Equity Awards at 2023 Year-End

    Outstanding Equity Awards at 2023 Year-End The following table provides information regarding outstanding equity awards held by our named executive officers as of December 31, 2023.

  10. Outstanding Equity Awards at 2023 Year-End

    | | | Option Awards (1) | | | | Stock Awards (2) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date ($) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Robert Piconi | 11/10/2022 (4) | | | | | 1,462,500 | 3,407,625 | | | | | 12/16/2022 (5) | | | | | 398,893 | 929,421 | | | | | 11/10/2022 (6) | | | | | | | 1,300,000 | 3,029,000 | | | 12/16/2022 (7) | | | | | | | 199,048 | 463,782 | | | 05/19/2023 | — | 2,300,000 | $1.86 | 05/19/2030 | | | | | | Jan Kees van Gaalen | 01/10/2023 (8) | | | | | 187,500 | 436,875 | | | | | 01/10/2023 (9) | | | | | | | 116,667 | 271,834 | | Akshay Ladwa | 10/28/2021 (10) | | | | | 232,840 | 542,517 | | | | | 07/03/2022 (4) | | | | | 300,938 | 701,186 | | | | | 12/16/2022 (5) | | | | | 133,600 | 311,288 | | | | | 05/19/2023 | — | 600,000 | $1.86 | 05/19/2030 | | | | |

  11. Outstanding Equity Awards at 2023 Year-End

    (1) Represents Options granted pursuant to the 2022 Plan. Each Option vests in three substantially equal annual installments, with the first installment vesting on May 4, 2024. (2) Represents unvested RSUs granted pursuant to the 2022 Plan. Each RSU represents a contingent right to receive one share of the Company’s common stock upon vesting. (3) Market value calculated using the closing price per share of our common stock on December 29, 2023 (the last trading day of 2023) of $2.33. (4) The award of RSUs vests as to 25% of the award on February 28, 2023, with the remainder vesting in twelve equal quarterly installments thereafter. The award may be subject to accelerated vesting, as described above in the section entitled “Employment Arrangements with Energy Vault’s Named Executive Officers.” (5) The award of RSUs vests as to 33.2%, on October 31, 2023, with the remainder vesting in eight equal installments occurring on each three month anniversary thereafter. The award may be subject to accelerated vesting, as described above in the section entitled “Employment Arrangements with Energy Vault’s Named Executive Officers.” (6) The award of RSUs vests as to 33.33% upon the achievement of the Company’s common stock reaching a market price of $15 per share for 20 out of 30 trading days prior to February 11, 2029 (the “$15 Share Price Target”), 33.33% upon the achievement of the Company’s common stock reaching a market price of $17.50 per share for 20 out of 30 trading days prior to February 11, 2029 and 33.33% upon the achievement of the Company’s common stock reaching a market price of $20 per share for 20 out of 30 trading days prior to February 11, 2029. In accordance with SEC rules, the number of shares reported represents payout based on the achievement of the threshold performance goal, which is the $15 Share Price Target. The award may be subject to accelerated vesting, as described above in the section entitled “Employment Arrangements with Energy Vault’s Named Executive Officers.” (7) The award of RSUs vests as to 33.33% upon the achievement of the Company’s common stock reaching a market price of $11 per share for 20 out of 30 trading days prior to December 15, 2026 (the “Piconi $11 Share Price Target”), 33.33% upon the achievement of the Company’s common stock reaching a market price of $13 per share for 20 out of 30 trading days prior to December 15, 2026 and 33.33% upon the achievement of the Company’s common stock reaching a market price of $15 per share for 20 out of 30 trading days prior to December 15, 2026. In accordance with SEC rules, the number of shares reported represents payout based on the achievement of the threshold performance goal, which is the Piconi $11 Share Price Target. The award may be subject to accelerated vesting, as described above in the section entitled “Employment Arrangements with Energy Vault’s Named Executive Officers.” (8) The award of RSUs vests as to 25% of the award on November 30, 2023, with the remainder vesting in twelve equal quarterly installments thereafter. The award may be subject to accelerated vesting, as described above in the section entitled “Employment Arrangements with Energy Vault’s Named Executive Officers.” (9) The award of RSUs vests as to 33.33% upon the achievement of the Company’s common stock reaching a market price of $11 per share for 20 out of 30 trading days prior to January 9, 2027 (the “van Gaalen $11 Share Price Target”), 33.33% upon the achievement of the Company’s common stock reaching a market price of $13 per share for 20 out of 30 trading days prior to January 9, 2027 and 33.33% upon the achievement of the Company’s common stock reaching a market price of $15 per share for 20 out of 30 trading days prior to January 9, 2027. In accordance with SEC rules, the number of shares reported represents payout based on the achievement of the threshold performance goal, which is the van Gaalen $11 Share Price Target. The award may be subject to accelerated vesting, as described above in the section entitled “Employment Arrangements with Energy Vault’s Named Executive Officers.” (10) The award of RSUs vests as to 25% of the award on October 31, 2022, with the remainder vesting in thirty-six equal monthly installments thereafter. The award may be subject to accelerated vesting, as described above in the section entitled “Employment Arrangements with Energy Vault’s Named Executive Officers.”

  12. Non-Executive Director Compensation

    Non-Executive Director Compensation The following table sets forth in summary form information concerning the compensation that was earned by or paid to each of our non-executive directors during the year ended December 31, 2023. Mr. Piconi served as a member of our Board in 2023, however, he is compensated as an employee for service as our Chief Executive Officer and does not receive additional compensation for his service as a member of our Board. See “Executive Compensation — 2023 Summary Compensation Table” above for information regarding Mr. Piconi’s compensation.

  13. 2023 Director Compensation Table

    2023 Director Compensation Table

  14. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Larry M Paulson | 75,000 | 99,660 | 174,660 | | Bill Gross | 75,000 | 86,659 | 161,659 | | Zia Huque | 75,000 | 86,659 | 161,659 | | Thomas Ertel | 75,000 | 99,660 | 174,660 | | Mary Beth Mandanas | 75,000 | 99,660 | 174,660 | | Theresa Fariello | 75,000 | 173,320 | 248,320 | | Henry Elkus (2) | — | — | — |

  15. 2023 Director Compensation Table

    (1) Amounts reflect the grant date fair value of stock awards granted during the applicable year computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards in Note 16 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. (2) Mr. Elkus resigned from the Board effective February 1, 2023. The table below shows the aggregate numbers of stock awards held as of December 31, 2023 by each non-employee director. None of our non-employee directors held any outstanding option awards as of December 31, 2023.

  16. 2023 Director Compensation Table

    | Name | Total Stock Awards Outstanding | | Larry M Paulson | 79,866 | | Bill Gross | 71,329 | | Zia Huque | 71,329 | | Thomas Ertel | 79,866 | | Mary Beth Mandanas | 79,866 | | Theresa Fariello | 84,961 | | Henry Elkus | — |

  17. 2023 Director Compensation Table

    We maintain a non-executive director compensation program whereby each non-executive director receives the following amounts for their service on the Board: •an annual cash retainer of $75,000, paid quarterly in arrears; •a grant of RSUs with an approximate grant date value of $200,000 upon the non-executive director’s initial election or appointment to the Board (the “Initial Award”); •a grant of RSUs with an approximate grant date value of $15,000 in addition to the Initial Award if the non-executive director is the chair of a committee; •if the non-executive director has served on our Board for at least six months as of the date of an annual meeting of stockholders, a grant of RSUs with an approximate grant date value of $100,000 (the “Annual Award”); and •a grant of RSUs with an approximate grant date value of $15,000 in addition to the Annual Award if the non-executive director is the chair of a committee. The Initial Award will vest in three annual installments on each anniversary of the date of grant, subject to the director’s continued service on the Board through each such anniversary. Annual Awards will vest in full on the earlier of the one-year anniversary of the date of grant or the date of the next annual meeting of stockholders, subject to the director’s continued service on the Board through such date. In the event of a change in control, both the Initial Award and Annual Awards will vest in full so long as the non-executive director remains in service through such change in control.