David Urban

About David Urban

David Urban (age 60) is a Preferred Director of Eos Energy Enterprises, appointed effective December 16, 2024, and designated by the holder of Investor Preferred Stock; the Board has determined him to be independent under Nasdaq and SEC rules . He is Managing Director at BGR Group and Of Counsel at Torridon Law PLLC; his education includes a B.S. from the U.S. Military Academy at West Point, an MGA from the University of Pennsylvania, and a J.D. from Temple University . Urban’s board tenure is renewed annually via Preferred Director re-appointment rights held by Cerberus-affiliated Investor Preferred holders .

Past Roles

External Roles

Board Governance

• Classification and designation: Urban serves as a Preferred Director, appointed by the sole holder of Investor Preferred Stock; Preferred Directors hold one-year terms and are exclusively appointed by Investor Preferred holders, not elected by common stockholders .
• Independence: The Board determined Urban is “independent” under Nasdaq and SEC rules .
• Committee memberships: Urban is a member of the Audit Committee (not Chair) .
• Board leadership and executive sessions: The Chair of the Board is independent (Russell Stidolph) and Independent Directors meet in executive session at least twice per year .
• Board/committee activity and attendance: In FY2024 the Board met 26 times; Audit (4), Compensation (5), and Nominating & Governance (6) meetings were held; overall board and committee attendance was 81% (no per-director attendance disclosed) .

Fixed Compensation

• Director Compensation Policy: Non-employee directors receive an annual cash retainer of $25,000 and an annual equity retainer of $150,000 in RSUs (10-day VWAP conversion), vesting at the earlier of one year or immediately prior to the next annual meeting; committee/board chair RSU retainers are $50,000 (Board and Audit) and $25,000 (Compensation and Nominating) .
• Urban’s reported FY2024 director compensation: Fees Earned $1,062, Stock Awards $186,733, Total $187,795; RSUs outstanding as of 12/31/2024: 46,221 .

Performance Compensation

• Directors do not have performance-based compensation; director RSUs are time-based and vest on tenure/meeting schedule; no performance metrics disclosed for director pay .

Other Directorships & Interlocks

• Preferred Director designation: Urban is one of three Preferred Directors appointed by Cerberus-affiliated Investor Preferred holders (along with Gregory Nixon and Nick Robinson), evidencing a governance interlock with a major financing counterparty and shareholder .
• Cerberus stake: Cerberus (CCM Denali Equity Holdings, LP) beneficially owned 41.15% as of March 1, 2025 (warrants and preferred convertible instruments) .
• Note: Nixon and Robinson, also Preferred Directors, did not accept director compensation in 2024 per internal Cerberus policy; Urban did receive director RSUs and fees .

Expertise & Qualifications

• Government affairs and energy policy experience; legal credentials with admissions up to the U.S. Supreme Court; advisory roles across energy, telecom, and defense sectors .
• Board-independence designation and Audit Committee membership add compliance and oversight exposure .

Equity Ownership

• Beneficial ownership as disclosed:
  • As of March 1, 2025: Urban shown with “—” in beneficial ownership table (RSUs counted only if exercisable/settling within 60 days of the record date; not specified for Urban) .
  • As of August 12, 2025: Urban disclosed with 46,221 shares (<1%) .
• RSUs outstanding: 46,221 as of 12/31/2024 .
• Hedging/pledging: Company policy prohibits hedging and pledging of Company securities by directors . Plan-level clawback/anti-hedging provisions apply to awards .

Governance Assessment

• Positive signals:

  • Independent designation and Audit Committee membership support oversight credibility; independent chair structure and regular executive sessions strengthen governance .
  • Director compensation emphasizes equity retainer with fixed policy caps and plan governance best practices (no repricing, non-employee director annual limit, anti-hedging/pledging, change-in-control double-trigger for employees) .

• Risks and potential conflicts:

  • Preferred Director status directly ties Urban’s board seat to Cerberus-affiliated Investor Preferred holders who hold significant economic and governance rights (41.15% beneficial ownership; warrants/preferred convertible to common), potentially creating alignment with a financing counterparty rather than common stockholders; Urban’s re-appointment is via Investor Preferred holders, not a common vote .
  • Extensive external advisory and media roles (BGR Group, Coinbase council, CNN) could pose time/attention constraints; no attendance data specific to Urban was disclosed beyond overall 81% Board/committee attendance in 2024 .

• Compensation/ownership alignment:

  • Urban’s 2024 compensation is predominantly equity ($186,733 RSUs vs $1,062 cash), aligning incentives with shareholder value; RSUs vest on a short cycle tied to the annual meeting or one-year tenure, promoting near-term engagement .
  • Anti-hedging/pledging policies mitigate misalignment risk; no pledging disclosed for Urban .

• RED FLAGS:

  • Preferred Director appointment and Cerberus control rights (including board designation and large convertibles/warrants) create an interlock that may complicate fully independent oversight on financing, dilution, and related-party matters, especially given ongoing Cerberus facilities and milestone-linked equity issuance mechanics .
  • Lack of per-director attendance disclosure prevents verification of engagement quality; reliance on aggregate attendance (81%) limits assessment granularity .

Implications: Investors should monitor committee-level decisions on financing/dilution, related-party transactions (e.g., Cerberus Agreements), and audit oversight outcomes where Preferred Directors participate. Engagement and voting independence are structurally constrained by Investor Preferred appointment rights, making shareholder dialogue on governance safeguards essential .