Jeff Bornstein
About Jeff Bornstein
Jeff Bornstein (age 59) has served as an independent director of Eos Energy Enterprises since 2022. He is Chair of the Audit Committee and qualifies as an “audit committee financial expert.” Previously Vice Chairman and CFO of General Electric (2013–2017), he holds a B.S. in Business Administration from Northeastern University and currently serves on AlloVir’s board as Audit Committee Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Electric (GE) | Vice Chairman & CFO | 2013–2017 | Led portfolio actions: divested Appliances, merged GE Oil & Gas with Baker Hughes; streamlined GE Capital by >$300B; acquisition of Alstom; cost measures |
| GE Capital | SVP & CFO | 12 years (prior to 2013) | Navigated financial crisis; transition to Federal Reserve regulation |
| GE Power Systems | Financial Management Program (entry to GE) | Began 1989 | Finance roles across GE businesses |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AlloVir (NASDAQ: ALVR) | Director; Audit Committee Chair | Current | Public company board; audit chair leadership |
| Whipstick Ventures LLC | Founder, Principal & Co-Managing Partner | Since 2018 | Early-stage investing in energy storage/efficiency, services, biotech, fintech |
| Generation Capital Partners | Managing Partner | Current | Investment firm role |
| Northeastern University | Trustee | Current | Governance/education role |
| Build On (non-profit) | Board member | Current | Community/youth programs |
Board Governance
- Independence: Board determined Bornstein is an “independent director” under Nasdaq/SEC rules; Audit Committee members meet heightened independence standards .
- Committee assignments: Audit Committee Chair; member of Leadership Development & Compensation Committee; not on Nominating & Corporate Governance .
- Executive sessions: Independent directors meet in executive session no less than twice per year, presided over by the independent Chair of the Board (Russell Stidolph) .
- Tenure: Director since 2022 .
- Attendance: Board and committee meetings had 95% attendance in fiscal 2023 (company-level disclosure) .
- 2024 committee meeting counts: Audit 4; Compensation 5; Nominating & Corporate Governance 6 .
| Governance Attribute | Status/Detail |
|---|---|
| Independence | Independent; meets heightened independence for Audit Committee |
| Financial Expert | Yes (Item 407(d)(5)(ii) “audit committee financial expert”) |
| Committees | Audit (Chair); Compensation (Member); Nominating (—) |
| Exec Sessions | ≥2 per year, led by independent Board Chair |
| 2024 Meeting Counts | Audit: 4; Compensation: 5; Nominating: 6 |
| 2023 Attendance | 95% overall (Board + committees) |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual Cash Retainer | $25,000 | $25,000 |
| Committee Membership Fees | Not disclosed | Not disclosed |
| Meeting Fees | Not disclosed | Not disclosed |
| Chair Cash Fees | Not in cash; chair compensation delivered via option grants per policy | Not in cash; policy unchanged |
Policy reference: Non-Employee Director Compensation Policy provides a $25,000 annual cash retainer plus an annual equity retainer with grant date fair value of $150,000 (50% RSUs, 50% options). Chairperson Grants (delivered as options) valued at $50,000 for Board Chair or Audit Chair; $25,000 for Compensation or Nominating Chairs; vest on the earlier of one year or immediately prior to next annual meeting; accelerated on change in control .
Performance Compensation
| Equity & Structure | 2023 | 2024 |
|---|---|---|
| RSU Awards (grant date fair value) | $75,000 | $183,158 |
| Option Awards (grant date fair value) | $125,229 (includes base option + Audit Chair option per policy) | — (no options granted to non-employee directors in 2024) |
| Vesting | RSU/option vest on earlier of 1-year or immediately prior to next annual meeting; accelerated on change-in-control | Same |
| Cash-Settled RSUs Election | Not disclosed | Bornstein elected 42,105 RSUs to be cash-settled upon vesting |
Performance metrics table (directors):
| Metric Category | Applied to Director Pay? | Details |
|---|---|---|
| Financial/TSR/ESG metrics | No | Director equity is time-based; vesting described above; no TSR/EBITDA/ESG targets for directors |
Grant timing context: Equity Retainers for 2023 granted May 18, 2023 and October 6, 2023; future grants generally on second trading day after annual meeting . A Form 4 indicates RSUs granted July 25, 2024, later cash-settled at vesting .
Other Directorships & Interlocks
| Company/Org | Role | Committee/Chair | Potential Interlock/Conflict |
|---|---|---|---|
| AlloVir (ALVR) | Director | Audit Committee Chair | None disclosed with Eos (industries distinct: biotech vs energy storage) |
| Northeastern University | Trustee | — | None disclosed |
| Build On | Board | — | None disclosed |
| Whipstick Ventures; Generation Capital Partners | Managing roles | — | Investment roles; no Eos related-party transactions disclosed |
Expertise & Qualifications
- Deep finance and audit oversight: Former GE Vice Chairman & CFO; Audit Committee Chair; designated audit committee financial expert .
- Transaction/M&A leadership: GE Appliances divestiture; Baker Hughes merger; Alstom acquisition; GE Capital downsizing .
- Governance experience: Public company board service (AlloVir); trustee roles; compensation committee membership at Eos .
Equity Ownership
| Ownership Detail | As of Mar 1, 2024 | As of Aug 12, 2025 |
|---|---|---|
| Beneficially Owned Shares | 470,866 | 371,304 |
| % of Shares Outstanding | <1% of 202,776,151 shares | <1% of 279,213,528 shares |
| RSUs Outstanding (Dec 31, 2024) | 105,263 | — |
| Cash-Settled RSUs (subset) | 42,105 | — |
| Options Outstanding (Dec 31, 2024) | 213,718 | — |
| Hedging/Pledging | Prohibited by Insider Trading Policy (no hedging or pledging of company securities) | Prohibited |
Notes:
- Ownership tables explicitly categorize <1% holders; Bornstein’s beneficial ownership was below 1% in both periods .
- Company policy prohibits hedging/pledging; no pledging exceptions disclosed .
Insider Trades (signal tracking)
| Date | Type | Shares/Units | Price | Notes/Source |
|---|---|---|---|---|
| May 15, 2023 | Grant (Option & RSU) | Notional per Form 4 | — | Director equity retainer components granted; see Form 4 filing |
| Sep 12, 2024 | Sale | 162,720 | $2.62–$2.63 | Disclosed in Form 4; coverage notes reflect sale details |
| May 14, 2025 (filed May 16, 2025) | RSU cash settlement | Not disclosed in snippet | $6.94 per RSU | Cash settlement of RSUs granted July 25, 2024; settlement price equals closing price |
Interpretation: The September 2024 sale (162,720 shares) and election to cash-settle a portion of RSUs (42,105 units) modestly reduce equity alignment versus share-settled awards, but holdings remained and options outstanding indicate continued long-term exposure .
Governance Assessment
-
Strengths
- Audit leadership and financial expertise: As Audit Committee Chair and designated “financial expert,” Bornstein enhances oversight of reporting, controls, and auditor independence .
- Independence and multi-committee engagement: Independent status with roles on Audit and Compensation committees supports robust checks and balances .
- Clear anti-hedging/pledging policy: Corporate policy prohibits hedging and pledging, reinforcing alignment .
- Attendance context: Company-level attendance of 95% in 2023 indicates engaged board overall .
-
Compensation and alignment signals
- Shift from options to RSUs in 2024: Company granted no options to non-employee directors in 2024; Bornstein’s equity was RSU-heavy and partially cash-settled (42,105 units), which reduces leverage to upside but may reflect risk management in volatile markets .
- Policy architecture supports chair accountability: Audit Chair eligible for incremental option-based Chairperson Grants (valued at $50,000), historically evident in 2023 option values .
-
Potential Red Flags or Watch Items
- Insider sale: The 162,720-share sale on Sep 12, 2024 warrants monitoring of future trading patterns and ownership changes for sentiment signals .
- Cash settlement elections: Cash-settling RSUs (42,105 units) modestly weakens long-term equity alignment versus share-settlement, though options outstanding provide ongoing exposure .
- Related-party/Interlocks: No Bornstein-related party transactions disclosed; separate governance note—an “Affiliated Purchaser” managed by Board Chair was party to convertible notes in 2025 special proxy (Stidolph recused), but not Bornstein-specific .
-
Overall: Bornstein’s audit expertise and independent status are positives for investor confidence; equity mix changes and the 2024 sale merit continued monitoring but do not, on their own, indicate governance failure.
Director Compensation (Detail)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $25,000 | $25,000 |
| Stock Awards ($) | $75,000 (RSUs) | $183,158 (RSUs) |
| Option Awards ($) | $125,229 | — |
| Total ($) | $225,229 | $208,158 |
| RSUs Outstanding (units, 12/31) | 32,328 (Dec 31, 2023) | 105,263 (Dec 31, 2024) |
| Options Outstanding (units, 12/31) | 213,718 (Dec 31, 2023) | 213,718 (Dec 31, 2024) |
| Cash-Settled RSUs (units) | — | 42,105 |
Equity Ownership & Alignment (Skin-in-the-Game)
| Item | Detail |
|---|---|
| Beneficial Ownership (Mar 1, 2024) | 470,866 shares; <1% of 202,776,151 outstanding |
| Beneficial Ownership (Aug 12, 2025) | 371,304 shares; <1% of 279,213,528 outstanding |
| Vested vs Unvested | Not specifically broken out; RSUs outstanding disclosed (see above) |
| Options (Exercisable vs Unexercisable) | Aggregate outstanding disclosed; exercisability detail not provided in proxy tables |
| Pledging/Hedging | Prohibited by policy; no exceptions disclosed |
| Ownership Guidelines | Not disclosed in retrieved materials |
Related-Party Transactions (Conflicts)
- No Bornstein-specific related-party transactions disclosed in the proxies reviewed.
- 2025 special meeting disclosure notes an “Affiliated Purchaser” of notes managed by Board Chair (Stidolph), with recusal; not attributable to Bornstein .
Compensation Committee Analysis (Structure)
- Committee membership: Bornstein is a member of the Leadership Development & Compensation Committee .
- Consultant: Mercer engaged by Compensation Committee for benchmarking and governance guidance in 2023; Committee determined no conflicts of interest .
- Chairperson Grants policy: Option-based incremental grants for committee chairs including Audit (valued at $50,000) .
Governance Summary
- Positive indicators: Independent Audit Chair and financial expert designation; robust committee activity; anti-hedging/pledging policy; board separation of Chair and CEO with independent chair and regular executive sessions .
- Monitoring items: 2024 insider sale and RSU cash settlement elections; year-over-year reduction in total director pay in 2024 coinciding with removal of options for directors — watch for consistency and rationale in future proxy disclosures .
- No direct conflicts or related-party ties found for Bornstein; external public board is in a different industry (biotech), reducing interlock concerns .