Patrick C. Eilers
About Patrick C. Eilers
Patrick C. Eilers, 58, serves as Executive Chairman of AirJoule Technologies Corporation (AIRJ) since May 2024 and has been a director since March 2021, including service on XPDB’s board prior to the business combination . He holds a BS in Biology and Mechanical Engineering from the University of Notre Dame and an MBA from Northwestern University’s Kellogg School of Management . Eilers brings 20+ years of energy-transition private equity and infrastructure investing experience (BlackRock Infrastructure, Madison Dearborn Partners) and SPAC leadership (CEO/director of XPDI and XPDB), positioning him to drive commercialization partnerships and strategic capital formation for AIRJ . The Board deems him non‑independent; a Lead Independent Director (J. Kyle Derham) was appointed in March 2025 to bolster oversight .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Transition Equity Partners (TEP) | Founder & Managing Partner | 2019–present | Energy/power transition PE platform; sponsor/anchor investor in AIRJ pre‑merger and PIPEs . |
| Power & Digital Infrastructure Acquisition II (XPDB) | CEO and Director | Mar 2021–Mar 2024 | Led SPAC that merged with Legacy Montana (now AIRJ) . |
| Power & Digital Infrastructure Acquisition Corp. (XPDI) | CEO and Director | Dec 2020–Jan 2022 | Completed merger with Core Scientific . |
| BlackRock Infrastructure Platform | Managing Director; IC member/chair of Energy & Power Private Equity Fund | 2016–2019 | Investment/IC leadership across global renewable power and energy infrastructure funds . |
| Madison Dearborn Partners | Senior leader overseeing energy, power, chemicals practices | 10 years pre‑2016 | Led/oversaw portfolio investing in energy, power, chemicals . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| TEP Montana LLC | Investment vehicle (controlled by Eilers) | 2024–2025 | Purchased 5,116,176 AIRJ shares for ~$43.5M via multiple Subscription Agreements; significant insider alignment . |
| XPDI (now Core Scientific) | CEO/Director | 2020–2022 | Prior SPAC leadership experience . |
| XPDB (now AIRJ) | CEO/Director | 2021–2024 | Precursor to AIRJ listing . |
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base salary paid | $193,846 | Partial year (role as Executive Chairman from May 1, 2024) . |
| Approved annual base salary (effective May 1, 2024) | $300,000 | Compensation Committee approval . |
| Target bonus (% of base) | 50% | Effective May 1, 2024 . |
| Annual bonus paid (for 2024 performance; paid Mar 2025) | $120,000 | Based on Company and individual goals (specific metrics not disclosed) . |
| Perquisites | — | Company disclosed no material perquisites in 2024 . |
Performance Compensation
- Equity awards (granted June 6, 2024):
- Options: 65,832 shares, exercise price $10.23, term to June 6, 2034; vest 25% on June 6, 2025, remaining 75% in 12 equal quarterly installments; double‑trigger vesting on CIC termination; death/disability full vest .
- RSUs: 25,000 units; vest 25% annually on each anniversary of June 6, 2024 (i.e., 2025–2028); double‑trigger vesting on CIC termination; death/disability full vest .
| Metric/Instrument | Weighting | Target | Actual (2024) | Payout | Vesting/Terms |
|---|---|---|---|---|---|
| Annual cash bonus | Not disclosed | 50% of base (plan target) | Not disclosed | $120,000 | Paid Mar 2025 for FY2024 results . |
| Stock options (6/6/2024) | N/A | N/A | N/A | Grant-date FV $255,749 | 25% on 6/6/2025; then quarterly over 3 years; CIC double‑trigger; death/disability full vest . |
| RSUs (6/6/2024) | N/A | N/A | N/A | Grant-date FV $255,750 | 25% annually 2025–2028; CIC double‑trigger; death/disability full vest . |
Observation: AIRJ emphasized equity using time‑based RSUs and options; no PSUs or disclosed financial/TSR metrics for equity grants in 2024 .
Equity Ownership & Alignment
| Component | Amount | % of shrs outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership (Eilers) | 6,674,639 | 11.4% | As of 4/8/2025 (outstanding 56,454,161) . |
| • Common shares | 4,512,508 | — | Held directly/indirectly . |
| • Warrants | 2,139,423 | — | Beneficially owned . |
| • Options (exercisable within 60 days) | 16,458 | — | From 6/6/2024 grant; first tranche in 2025 . |
| • RSUs (vesting within 60 days) | 6,250 | — | Next cliff . |
Additional alignment and mechanics:
- Insider trading/10b5‑1: Company reports no adoption/termination of Rule 10b5‑1 plans by directors/officers in Q2‑2025 and Q3‑2025, suggesting no active preset selling frameworks during those quarters .
- Insider trading policy: trading blackout window each quarter; pre‑clearance required for officers/directors; applies to derivative securities such as exchange‑traded options and swaps .
- Upcoming vesting cadence:
- RSUs: 6,250 units vest annually on each June 6 from 2025–2028 (subject to service) .
- Options: 16,458 vest on June 6, 2025; remaining options vest in 12 equal quarterly installments thereafter (service condition) .
- Pledging/hedging: Proxy describes insider trading and derivatives restrictions; no specific disclosure of pledged AIRJ shares for Eilers in the proxy; not otherwise disclosed in cited filings .
Employment Terms
| Provision | Terms |
|---|---|
| Offer letter basics | Sets base salary and target bonus; eligibility for equity and benefit plans . |
| Executive Severance Plan (adopted June 6, 2024) | If terminated without cause or for good reason: 9 months’ base salary and subsidized COBRA for 9 months (CEO higher); CIC window (3 mo. pre/12 mo. post): 12 months’ base salary, 12 months COBRA, and 100% of target bonus (CEO higher) . |
| Amended & Restated Executive Severance Plan (Aug 12, 2025) | CIC termination: 18 months’ base salary, 18 months COBRA, and 150% of target bonus for Eilers (CEO higher); non‑CIC severance unchanged from original plan . |
| Equity acceleration | Award agreements provide double‑trigger full vesting upon CIC‑related qualifying termination; death/disability full vest . |
| Clawback (Compensation Recovery Policy) | SEC/Nasdaq‑compliant clawback for erroneous incentive‑based compensation on restatement; 2024 restatement did not trigger recovery . |
| Tax gross‑ups | Company does not provide tax gross‑ups to NEOs . |
| Lock‑up context (post‑de‑SPAC) | Six‑month IPO‑related lock‑ups on certain shares expired Sept 14, 2024; no current lock‑ups on Class A shares or Private Placement Warrants . |
Board Governance
- Role and service: Executive Chairman since May 2024; director since March 2021 (XPDB and post‑combination AIRJ) .
- Independence: Board classified five independent directors; Eilers (Executive Chairman) is not independent .
- Committees: Eilers is not listed on Audit, Compensation, or Nominating & Corporate Governance Committees (membership limited to independent directors) .
- Lead Independent Director: J. Kyle Derham elected in March 2025 to enhance independent oversight (presides over executive sessions, approves agendas) .
- Attendance: In 2024, each Company director attended at least 75% of Board and committee meetings .
Related Party Transactions and Interlocks
- Large insider financing via TEP (controlled by Eilers): TEP Montana acquired an aggregate 5,116,176 shares (~$43.5M) through January–March 2024 Subscription Agreements; prior preferred equity financing also converted into common at the merger .
- Advisory/consulting fees at de‑SPAC closing: Aggregate $3,000,000 payable to XMS Capital and Transition Equity Partners (TEP) for advisory/consulting services to XPDB; $540,000 office reimbursements to affiliates of the Sponsor deferred .
- JV and related‑party services: Statement of Work with AirJoule, LLC (50/50 JV with GE Vernova) for engineering/admin services; AIRJ provided equity awards to JV employees per AJ Board approvals; reimbursement recognized through 2025 .
Director Compensation (context)
- Non‑employee directors receive annual cash retainer ($50,000) plus chair retainers ($10,000–$15,000) and equity (~$108,000 split RSUs/options) with one‑year vest; program adopted June 6, 2024 .
- Eilers is an executive (Executive Chairman) and is not included in the non‑employee director compensation table .
Track Record, Initiatives, and Execution
- Strategic initiatives: As Executive Chairman, Eilers highlighted commercialization progress and collaborations (e.g., data center waste-heat to water MOU; municipal A250 deployment; GE Vernova integration exploration; ASU validation program) on the Q2‑2025 call, aligning to industrial/middle‑east water scarcity use cases .
- Financial performance and TSR during tenure: Not disclosed in proxy; company is in commercialization phase; market‑data benchmark not provided in filings cited herein.
Investment Implications
- Alignment: High insider ownership—Eilers beneficially owns 11.4% (shares and warrants), plus time‑based RSUs and options—strongly aligns incentives with equity value creation .
- Vesting/selling pressure: Annual RSU cliffs (6,250 shares/year through 2028) and option vesting (quarterly following initial cliff) create periodic liquidity windows; no Rule 10b5‑1 plan disclosures in Q2/Q3‑2025 suggest discretionary trading may be more sensitive to windows and pre‑clearance .
- Pay-for-performance: 2024 incentives featured time‑based equity and a cash bonus; absence of disclosed quantitative performance metrics or PSUs may reduce direct linkage to TSR/financial outcomes versus peers; however, large equity stake via TEP materially offsets this concern .
- Retention and change‑in‑control economics: Aug‑2025 amendments increased CIC severance to 18 months’ salary and 150% of target bonus (plus 18 months COBRA) for Eilers, with existing double‑trigger equity vesting—supportive of retention through strategic transactions but raises potential payout optics in a sale .
- Governance and dual‑role risk: As a non‑independent Executive Chairman, potential concentration risk is mitigated by a Lead Independent Director and fully independent key committees (Audit, Compensation, Nominating) .
- Related‑party exposure: TEP’s significant financing and prior advisory fees indicate meaningful related‑party interactions—monitor for potential conflicts; Board’s Related Person Transactions policy places review under the Audit Committee .
Appendix: Key Compensation and Ownership Tables
2024 NEO Compensation (Eilers)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 193,846 | — | 255,750 | 255,749 | 120,000 | — | 825,345 |
2024 Approved Base Salary and Target Bonus (effective May 1, 2024)
| Executive | Annual Base Salary | Target Bonus (% of Base) |
|---|---|---|
| Patrick C. Eilers | $300,000 | 50% |
Outstanding Equity Awards at FY‑2024 Year‑End (Eilers)
| Grant Date | Options Unexercisable (#) | Exercise Price ($) | Expiration | RSUs Unvested (#) | Notes |
|---|---|---|---|---|---|
| 6/6/2024 | 65,832 | 10.23 | 6/6/2034 | 25,000 | Options: 25% on 1‑yr anniversary then quarterly; RSUs: 25% annually; double‑trigger CIC; death/disability full vest . |
Beneficial Ownership (as of April 8, 2025)
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown/notes |
|---|---|---|---|
| Patrick C. Eilers | 6,674,639 | 11.4% | 4,512,508 shares; 2,139,423 warrants; 16,458 options exercisable within 60 days; 6,250 RSUs vesting within 60 days . |
Policies and Controls
- Insider trading policy: blackout periods, pre‑clearance, coverage of derivatives .
- Clawback: SEC/Nasdaq‑compliant; 2024 restatement did not trigger recovery .
Sources: 2025 DEF 14A (proxy), 2025 10‑Q (Q2 and Q3), de‑SPAC/8‑K materials, and earnings call transcripts as cited throughout.