Eric Gangloff
Aqua MetalsAbout Eric Gangloff
Eric John Gangloff (age 56) is an independent director of Aqua Metals (AQMS), appointed on February 3, 2025. He is a capital markets and credit investor with >15 years leading private lending platforms; he holds an MBA and a Master of Management in Manufacturing from Northwestern University’s Kellogg School of Management and a BS in Electrical Engineering from Villanova University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Summit Investment Services, LLC | Founder & CEO | Dec 2012–present | Leads private commercial lending and investment strategies for growth-stage businesses |
| Summit Alternative Investments, LLC | Founder & CEO | Jan 2007–Dec 2016 | Oversaw acquisition/origination/portfolio mgmt of >$1B performing consumer loans |
| AmeriFirst Home Improvement Finance, LLC | CEO & Chairman | Dec 2013–Jul 2022 | Led national third-party loan servicing and originations; company acquired by First National Bank of Omaha |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Economic Development Authority of Western Nevada | Board Trustee | Not disclosed | Regional economic development governance |
| Sage Ridge School | President & Chair of the Board | Not disclosed | Non-profit/academic governance |
Board Governance
- Committee assignments: Audit (member), Compensation (member), Nominating & Corporate Governance (member and Chair) .
- Independence: Board determined all non-executive directors, including Gangloff, are independent under Nasdaq/SEC rules; Stephen Cotton (CEO) is non-independent .
- Board engagement: In 2024, the Board met seven times; all directors and committee members (at that time) attended ≥75% of meetings. The Nominating & Corporate Governance Committee met five times; the Compensation Committee met four times in 2024 (Gangloff joined in 2025) .
- Governance policy signals:
- Hedging/pledging prohibited for directors, officers, employees, and consultants (short sales, options, hedging, margin accounts, pledged securities, standing/limit orders) .
- Director resignation and independence processes are chartered; the Nominating Committee evaluates board performance, composition, succession planning, and governance guidelines .
Fixed Compensation
| Component (2025 policy) | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (Chairman) | $150,000 | Director may elect cash or AQMS shares; shares determined by fee ÷ closing price on last trading day of quarter |
| Annual cash retainer (non-Chair directors) | $90,000 | Same election mechanics as above |
| Committee membership fee (non-Audit) | $7,500 per committee | Applies to committee members other than Chairs |
| Audit Committee membership fee | $10,000 | Elevated relative to other committees |
| Committee Chair fee (non-Audit) | $10,000 per Chair | Chair of Audit Committee is $15,000 |
| Equity – annual RSU grant (Chairman) | $75,000 grant-date fair value | ASC 718 fair value on grant date |
| Equity – annual RSU grant (Audit Chair) | $60,000 grant-date fair value | ASC 718 fair value on grant date |
| Equity – annual RSU grant (other independent directors) | $50,000 grant-date fair value | ASC 718 fair value on grant date |
Year-over-year policy changes:
| Component | 2024 Policy | 2025 Policy | Change |
|---|---|---|---|
| Chairman cash retainer | $180,000 | $150,000 | Decrease |
| Non-Chair director cash retainer | $120,000 | $90,000 | Decrease |
| Committee fees (non-Audit) | $7,500 | $7,500 | No change |
| Audit Committee membership fee | $10,000 | $10,000 | No change |
| Committee Chair fee (non-Audit) | $10,000 | $10,000 | No change |
| Audit Chair fee | $15,000 | $15,000 | No change |
| Annual RSU (Chairman) | $75,000 | $75,000 | No change |
| Annual RSU (Audit Chair) | $60,000 | $60,000 | No change |
| Annual RSU (other independents) | $50,000 | $50,000 | No change |
Performance Compensation
| Award | Grant/Approval | Terms | Amount |
|---|---|---|---|
| RSUs (independent director annual grant) | Approved by Compensation Committee during 2024–2025; issued subject to stockholder approval of 2019 Plan share increase | Subject to approval to increase plan reserve; ASC 718 grant-date valuation | $50,000; 54,347 RSUs for Eric Gangloff |
| Warrant (director appointment) | Feb 3, 2025 (8-K) | Right to purchase 200,000 shares; 5-year term; exercise price $1.92 per share | 200,000 warrants at $1.92 |
Notes:
- RSU valuation uses closing price on approval date per ASC 718; RSU settlement contingent on stockholder approval to expand the 2019 Plan share reserve .
- The company sought stockholder approval in 2025 to increase the 2019 Plan by 2,600,000 shares due to limited available shares and had issued or reserved 1,350,039 shares as of June 5, 2025; RSUs in excess were conditionally issued .
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Relationship |
|---|---|---|---|
| Summit Investment Services, LLC | Private lending platform | Founder & CEO | Related-party lender to AQMS (see below) |
| AmeriFirst Home Improvement Finance, LLC | Specialty finance | Former CEO & Chairman | Historical operating role; acquired by First National Bank of Omaha |
| Economic Development Authority of Western Nevada | Public agency | Board Trustee | Non-profit/public governance role |
| Sage Ridge School | Non-profit/education | President & Chair | Non-profit governance role |
Expertise & Qualifications
- Capital markets, structured finance, and portfolio management; executed complex debt/equity transactions with Goldman Sachs, Deutsche Bank, First National Bank of Omaha, Bayview Asset Management, Credigy, Fortress Investment Group .
- Advanced technical/operational training (Master of Management in Manufacturing; BS Electrical Engineering) supporting oversight of technology-enabled recycling operations .
- Nominating & Corporate Governance leadership as Committee Chair, including board evaluation, composition, succession planning, and governance guideline development .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | As-of Date |
|---|---|---|---|
| Eric Gangloff | 264,861 | 2.75% | June 5, 2025 (out of 9,446,105 shares outstanding) |
- Ownership guidelines: Non-employee directors shall not sell if, post-sale, holdings would be below 3× the director’s annual base cash board fee .
- Hedging/pledging: Company policy prohibits short sales, publicly traded options, hedging transactions, margin accounts, and pledged securities for directors .
Insider filings and awards:
| Filing/Document | Date | Description | Link |
|---|---|---|---|
| Form 4 (Section 16) – Gangloff | 2025 (specific filing date in 2025) | Insider transaction reporting | |
| Form 4 (Section 16) – Gangloff | 2025 | Insider transaction reporting | |
| 8-K (director appointment and warrant) | Feb 3, 2025 | Appointment to Board; warrant to purchase 200,000 shares at $1.92, 5-year term |
Related Party Transactions (Conflict Assessment)
- Summit Investment Services Loan: In Feb 2023, AQMS entered a $3.0M secured debt facility with Summit Investment Services, LLC, controlled by director Eric Gangloff; debt was secured by substantially all assets (with certain exceptions) and was fully repaid on June 13, 2025 .
- December 2024 Notes & Warrants: On Dec 18, 2024, AQMS issued $1.5M secured notes to eight accredited investors, including current/former directors and officers, with 20% interest (12-month minimum if prepaid), first lien on strategic metal inventory and second lien on other assets, and 750,000 total warrants at $1.92; notes repaid May 2, 2025 .
- Policy: Related-party transactions must be on industry-consistent terms and approved by a majority of disinterested directors (formally adopted by Board resolution) .
- Independence determination: Despite these transactions, the Board deemed Gangloff independent under Nasdaq/SEC criteria at the time of the 2025 proxy .
RED FLAGS
- Related-party credit relationship (Summit loan) overlapped with board appointment, creating potential conflicts in capital structure decisions; mitigated by full repayment in June 2025 and Board policy requiring disinterested approval .
- Director warrant compensation (200,000 at $1.92) is atypical for non-employee directors and may raise alignment/overhang considerations, though it aligns incentives to price appreciation .
Director Compensation Mix and Policy Evidence
| Year | Director Fees (example from independent directors) | Equity Awards (ASC 718) | Notes |
|---|---|---|---|
| 2024 | DiVito: $188k; Zhang: $111k; Smith: $83k | DiVito: $40k; Zhang: $44k; Smith: $14k | Reflects mix of cash and RSUs; independent directors only; several resignations noted |
| 2023 | DiVito: $210k; Zhang: $148k; Smith: $148k | DiVito: $92k; Zhang: $50k; Smith: $50k | Policy allowed cash or AQMS shares for fees; annual RSU grants per role |
Stock plan capacity and conditional grants:
| Item | Value/Status | Date/Context |
|---|---|---|
| 2019 Plan authorized shares (pre-amendment) | 1,400,000 | As of proxy filing |
| Shares issued/reserved under 2019 Plan | 1,350,039 | As of June 5, 2025 |
| Proposed share increase | +2,600,000 (to 4,000,000 total) | Board-sponsored amendment |
| Conditional RSUs approved (aggregate) | 734,577 (incl. 173,911 to independent directors) | Approved in 2024–2025, settlement contingent on share increase |
| Eric Gangloff conditional RSUs | 54,347 ($50,000 grant-date value) | ASC 718, contingent settlement |
Other Signals & Shareholder Matters
- Say-on-pay: Board recommended FOR approval of NEO compensation on advisory basis at 2025 meeting (Proposal No. 6) .
- Beneficial owners and board ownership: Directors and executive officers as a group owned 8.33% as of June 5, 2025; Gangloff owned 2.75% .
Governance Assessment
-
Strengths
- Independent director with deep financing experience and risk management capabilities relevant to AQMS’s capital-intensive growth strategy .
- Chair of Nominating & Corporate Governance, a signal of board confidence in his oversight of board composition, evaluation, and succession planning .
- Material personal ownership (2.75%) and annual RSU grant support alignment; hedging/pledging prohibitions strengthen long-term alignment .
-
Concerns/Monitoring Items
- Related-party financing while serving as a director (Summit loan) and receipt of director warrants require sustained scrutiny of recusal practices, pricing fairness, and disinterested approvals; repayment reduces ongoing exposure .
- Dilution sensitivity: Board sought a sizable increase to the 2019 Plan share reserve (+2.6M, ~28% of shares outstanding as of June 5, 2025), with conditional RSUs exceeding current capacity; monitor shareholder sentiment and equity overhang .
-
Engagement/Attendance
- Committee cadence in 2024 (Nominating 5x; Compensation 4x) indicates active governance processes; ensure similar rigor under Gangloff’s chair role post-appointment .
-
Bottom line
- Finance acumen and governance leadership are positives for board effectiveness; the prior creditor relationship and warrant grant are notable red flags that merit continued monitoring of independence protocols and equity compensation practices .