Ryan Melsert
About Ryan Melsert
Ryan Melsert, age 43, is Chief Executive Officer, Chief Technology Officer, and a Director of American Battery Technology Company (ABAT). He joined ABAT in September 2019 and was appointed CEO on August 27, 2021. He holds an MS in Mechanical Engineering (2007) and an MBA (2011) from Georgia Tech, and a BS in Mechanical Engineering from Penn State (2004). Prior roles include founding member of Tesla’s Gigafactory design team and R&D Manager for Tesla’s Battery Materials Processing group, where he was awarded five patents. Earlier, he led advanced energy R&D at Southern Research and won multiple DOE grants and the company’s 2015 “Invention of the Year.” At ABAT, he oversees battery metal extraction and lithium-ion battery recycling programs. The Board separates the Chair and CEO roles; Melsert serves as CEO/CTO and director, while an independent director is Chairman, mitigating CEO/Chair concentration concerns .
- Pay-for-performance markers: ABAT’s “pay versus performance” disclosure shows PEO (CEO) Compensation Actually Paid of $3.27M in FY2025 vs $(1.50)M in FY2024, while the value of a $100 TSR investment rose to $5.35 in 2025 from $4.13 in 2024; net loss improved to $(46.8)M vs $(52.5)M in 2024 .
- Operating execution: On the FY2025 call, ABAT reported revenue of about $4.3M for FY2025 vs about $0.3M in the prior year, driven by ramping the Reno recycling plant; Q4 revenue nearly tripled versus Q3 with costs rising at a slower rate, improving gross margin trajectory .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tesla | Founding member, Gigafactory design team; R&D Manager, Battery Materials Processing | May 2015 – Mar 2019 | Led cross‑functional engineering to pioneer first‑of‑kind battery materials systems; awarded 5 patents . |
| Southern Research | R&D Manager, Advanced Energy & Transportation Technologies | Apr 2013 – May 2015 | Won DOE grants; led 5–10 engineer team; 2015 “Invention of the Year” presented at ARPA‑E Summit . |
| American Battery Technology Company | CEO, CTO, Director | Sep 2019 – Present (CEO since Aug 27, 2021) | Accelerating proprietary extraction and recycling technologies; overseeing planning/construction of multi‑functional facility . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public‑company directorships disclosed for Melsert in ABAT’s proxy . |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 425,000 | 425,000 |
| Target Bonus (% of Salary) | 75% (performance milestones) | 75% (performance milestones) |
| Actual Cash Bonus Paid ($) | — | — |
Notes: Employment agreement provides for $1,000,000 in RSUs and $3,000,000 in warrants (options) opportunity in addition to cash salary/bonus potential .
Performance Compensation
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Annual equity and option/warrant compensation (grant-date values): | Component | FY 2024 ($) | FY 2025 ($) | |---|---:|---:| | Stock Awards (RSUs) | 1,651,075 | 573,997 | | Warrant/Option Awards | 1,486,408 | 600,000 | | Non-Equity Incentive (Cash) | — | — |
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Bonus plan structure (qualitative):
- Metric: “Specific strategic milestones” (not enumerated in proxy).
- Weighting: Pro‑rated by milestone weighting.
- Target: 75% of annual salary.
- Actual payout: None disclosed for FY2024–FY2025.
- Vesting: Equity awards under 2021 Retention Plan generally vest quarterly over four years .
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Award timing and controls: Executive grants typically occur in early September or when a bonus equity milestone is achieved; company states it does not time grants around MNPI disclosures .
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One‑time equity election (liquidity/retention): In March 2024, Melsert elected to receive 75,000 RSUs and 75,000 five‑year warrants at $2.00 exercise in lieu of $150,000 cash; these vest immediately upon earning the cash compensation .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 2,805,091 shares (2.36% of 118,046,888 outstanding as of 9/15/2025) . |
| Vested vs. Unvested (as of 6/30/2025) | 512,231 employment RSUs outstanding that vest quarterly over four years . |
| Options/Warrants Outstanding | 275,219 share purchase warrants, WAEP $5.33, expirations between Jun 2028 and Dec 2033 . |
| Grants on file (illustrative) | Multiple RSU and option/warrant grants across 2022–2025; examples include options at $4.33 (exp. 2029) and $10.49/$10.50 (exp. 2028); numerous unvested RSU lines shown in Outstanding Awards table . |
| Hedging/Pledging | Company insider trading policy prohibits hedging transactions; no explicit pledging disclosure found in proxy . |
| Ownership Guidelines | Not disclosed in proxy materials reviewed. |
Insider selling pressure: Quarterly RSU vesting cadence (512k RSUs outstanding) can create periodic liquidity events; warrants are largely out‑years (2028–2033) and mostly out‑of‑the‑money at grant prices shown, reducing near‑term exercise pressure .
Employment Terms
| Term | Key Provision |
|---|---|
| Current Agreement | Offer letter dated Oct 9, 2024 (superseding prior July 31, 2022 letter) . |
| Base/Bonus | $425,000 base; target bonus 75% of salary tied to strategic milestones . |
| Equity Opportunity | $1,000,000 in RSUs and $3,000,000 in five‑year warrants (pricing via Black‑Scholes at grant) . |
| Severance (No CIC) | If terminated without cause or for good reason: accrued pay/expenses, cash bonus for achieved milestones, company may elect salary continuation for non‑compete; plus 12 months’ salary and 12 months COBRA; unvested equity forfeited; vested options/warrants exercisable by earlier of 1 year post salary continuation end or instrument expiry . |
| Change‑in‑Control (Double Trigger) | If involuntary termination within 24 months post‑CIC: 12 months’ salary, cash bonus amount consistent with without‑cause/good reason terms, immediate vesting of all unvested equity, and 12 months COBRA; vested options/warrants exercisable by earlier of 1 year post termination or instrument expiry . |
| Clawback | Nasdaq‑compliant Incentive Compensation Recovery Policy adopted; applies to Section 16 officers following a restatement . |
| Other Provisions | One‑time March 2024 equity‑in‑lieu of cash election: 75,000 RSUs + 75,000 warrants at $2.00 exercise (5‑yr) vesting immediately upon earning $150,000 in cash comp . |
Board Governance (Director Service, Committees, Dual-Role Implications)
- Board service: Director since 2020; 2025 nominees included Melsert and four independents; he is listed as CEO/CTO/Director and is not shown as serving on Audit, Compensation, or Nominating committees .
- Committee structure and independence: Compensation Committee (Chair: Susan Yun Lee; members: Rick Fezell, Lavanya Balakrishnan, Elizabeth Lowery), Nominating & Governance (Chair: Elizabeth Lowery; members: Lavanya Balakrishnan, Susan Yun Lee), Audit (members include Fezell (Chair), Lowery, Balakrishnan). Melsert is not on these committees, supporting independent oversight of executive compensation and audit matters .
- Leadership structure: Chairman and CEO roles are separated; Fezell serves as Chairman and Lead Independent Director, mitigating typical CEO‑Chair consolidation risks .
Performance & Track Record (Selected Disclosures)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| PEO “Compensation Actually Paid” ($) | 4,700,745 | (1,497,729) | 3,266,553 |
| Value of $100 TSR Investment ($) | 38.12 | 4.13 | 5.35 |
| Net Income ($) | (22,191,140) | (52,501,824) | (46,765,428) |
Additional operational color: FY2025 revenue climbed to about $4.3M from about $0.3M the prior year as the Reno recycling plant ramped; Q4 FY2025 revenue nearly tripled versus Q3 FY2025, with COGS rising more slowly, indicating improving gross margin with scale .
Related-Party Transactions and Other Governance Signals
- FY2025 proxy states no Item 404(a) related‑party transactions for Melsert in the most recent fiscal year .
- FY2024 proxy discloses a small related transaction: ABAT issued and sold to Melsert five (5) shares of Series D Preferred Stock for $100 on September 16, 2024, under a Subscription and Investment Representation Agreement (customary terms; exempt under Section 4(a)(2)) .
- Section 16 compliance: One Form 4 for Melsert was filed one day late in FY2024 (vesting report) .
- Anti‑hedging: Company policy prohibits hedging transactions by insiders; no pledging disclosure identified in proxy .
Compensation Structure Analysis
- Mix shift: Equity grant values declined meaningfully in FY2025 vs FY2024 (RSUs: $1.65M → $0.57M; options/warrants: $1.49M → $0.60M), reducing headline equity overhang for the CEO year‑over‑year .
- Incentive design: Cash bonus remains fully at‑risk (75% of salary) and milestone‑based; no cash non‑equity incentive payouts disclosed for FY2024–FY2025, suggesting tight linkage to milestone achievement or deferral .
- Retention and alignment: Significant unvested RSU overhang (512,231 RSUs vesting quarterly) plus longer‑dated warrants (to 2033) support retention but can create periodic selling pressure around quarterly vesting windows; company’s prohibition on hedging supports alignment .
- Modifications/red flags: One‑time equity‑for‑cash elections in 2024 (RSUs/warrants at $2.00) raise modest dilution optics but were publicly disclosed and paired with immediate vesting only upon earning the underlying cash compensation, which partially mitigates concerns .
Director Compensation (Context for Governance)
- Non‑employee directors receive: $25,000 annual cash retainer; additional cash retainers for committee chairs ($15,000 Audit; $10,000 Compensation; $10,000 Nominating); and an annual RSU grant ($150,000). The Chairman of the Board receives an additional $120,000 in RSUs. As an employee‑director, Melsert is excluded from the non‑employee director compensation program .
Investment Implications
- Alignment vs. dilution: Melsert’s 2.36% beneficial ownership and a large block of quarterly‑vesting RSUs align him with equity value but create predictable vest‑related supply windows; warrants are long‑dated and mostly out‑of‑the‑money at historical strikes, limiting near‑term exercise pressure .
- Pay‑for‑performance: The plan’s reliance on milestone‑based incentives and absence of disclosed cash incentive payouts in FY2024–FY2025 indicate discipline; reduced FY2025 equity grant values lower dilution risk, while clawback and anti‑hedging policies enhance governance .
- Retention risk: Severance/CIC terms are moderate for a small‑cap industrial tech company (12 months’ salary, COBRA, and double‑trigger accelerated vesting under CIC), supporting stability without egregious cash multipliers; salary‑continuation option tied to non‑compete provides additional protection .
- Execution track record: FY2025 saw notable revenue scaling and improving gross margin trajectory at the Reno plant, a positive signal for operational execution under Melsert. Pay-versus-performance shows improving TSR year‑over‑year alongside a smaller net loss, supporting the case for improving fundamentals .
