Joe Mastrangelo
About Joe Mastrangelo
Eos Energy Enterprises CEO and Class II director since the 2020 business combination; previously joined Eos as a board advisor (Mar 2018) and became CEO in Aug 2019. Age 56; B.S. in Finance (Clarkson University) and A.S. in Business Administration and Management (Westchester Community College) . Pay-versus-performance disclosures show cumulative TSR translating a hypothetical $100 to $64.63 as of 12/31/2024, with net income of $(685.9) million in 2024, $(229.5) million in 2023, and $(229.8) million in 2022 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| General Electric (GE) | President & CEO, Gas Power Systems | Since Sep 2015 (prior to Eos) | Led global energy projects; extensive operating experience across the energy value chain |
| GE | CEO, Power Conversion | Prior to 2015 | Applied power conversion science to energy infrastructure efficiency |
| GE Oil & Gas | Finance, quality, commercial operations leader; GE Corporate Officer (2008) | ~10 years | Leadership roles culminating as Corporate Officer; global operations experience |
| GE (early career) | Financial Management Program; Corporate Audit Staff | Early career | Foundation in finance and controls; global audit exposure |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Mastrangelo |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 650,000 | 650,000 |
| All Other Compensation ($) | 139,598 (incl. 401k safe harbor) | 181,839 (incl. $67,200 residential, $81,719 travel, $18,958 tax penalty reimbursement, 401k safe harbor) |
| Total ($) | 4,332,098 | 5,452,189 |
Notes:
- CEO does not receive additional pay for board service .
- Anti-hedging and anti-pledging policy applies to officers and directors .
Performance Compensation
| Component | Grant/Period | Details | Status |
|---|---|---|---|
| Annual cash bonus (target) | 2024 plan year | Target 100% of base salary; metrics and weightings below | Paid at 63.9% of target = $415,350 |
| RSUs | 7/25/2024 | 1,000,000 RSUs; vest 1/3 on 7/25/2025, 7/25/2026, 7/25/2027 | Unvested at 12/31/2024 |
| rTSR PRSUs | 7/25/2024 | 1,000,000 target PRSUs; rTSR vs Russell 2000; 50% two-year period (7/1/2024–6/30/2026), 50% three-year (to 6/30/2027); payout 0–200% | In performance period |
| Milestone PRSUs | 7/25/2024 | 500,000 target PRSUs; performance milestones tied to Cerberus Agreements; performance window 6/21/2024–4/30/2025 | 12 of 16 milestones achieved as of 12/31/2024 (design drives anti-dilution alignment) |
| Legacy RSUs | 7/5/2023 | 508,607 RSUs; vest 1/3 on 7/5/2024, 7/5/2025, 7/5/2026 | Partially vested; remainder unvested as of 12/31/2024 |
2024 annual cash bonus scorecard and payout:
| Metric | Weight | Threshold | Target | Stretch | Achievement | Payout driver |
|---|---|---|---|---|---|---|
| SOX Compliance | 20% | Completed | Completed | N/A | 100% | Achieved |
| On Time Delivery | 5% | 65% | 70% | 85% | Not separately disclosed | Included in overall 63.9% |
| Revenue ($) | 30% | 60M | 75M | 90M | Not separately disclosed | Included in overall 63.9% |
| Product Performance | 20% | 8% | 15% | 20% | 147% of target | Over-achieved |
| Product Cost | 20% | 64% | 67% | 71% | 58.3% of target | Under-achieved |
| Eos Culture (NPS) | 5% | Flat | +5% | +10% | 56% of target | Under-achieved |
| Total payout | — | — | — | — | 63.9% | CEO payout $415,350 |
Design and governance:
- In 2024, Eos integrated PRSUs (rTSR and Milestone PRSUs) into annual equity; PRSUs = 50% of NEO equity grant; RSUs = 50% .
- The Milestone PRSU design directly aligns management with achieving Cerberus financing milestones to avoid equity penalties up to 16% additional dilution if missed .
- Clawback policy adopted to comply with SEC/Nasdaq (Section 10D) applies to incentive compensation .
Equity Ownership & Alignment
Total beneficial ownership and context:
| As-of date | Beneficial shares | % of shares outstanding |
|---|---|---|
| Mar 1, 2025 | 2,147,277 (includes RSUs) | <1% (asterisked by company) |
| Aug 12, 2025 | 1,949,054 | <1% (asterisked by company) |
Vested and unvested equity (as of 12/31/2024):
- Options exercisable: 691,656 @ $8.67 exp. 6/30/2025; 345,828 @ $8.67 exp. 10/23/2030; 200,000 @ $1.34 exp. 6/16/2032 (first performance tranche vested; second tranche forfeited in 2022) .
- Unvested RSUs: 1,000,000 (7/25/2024 grant); 508,607 (7/5/2023 grant) .
- PRSUs outstanding (unearned): 500,000 Milestone PRSUs (12/16 milestones achieved by 12/31/2024); 1,000,000 rTSR PRSUs .
Option detail:
| Grant date | Exercisable options | Exercise price ($) | Expiration |
|---|---|---|---|
| 10/23/2020 | 691,656 | 8.67 | 6/30/2025 |
| 10/23/2020 | 345,828 | 8.67 | 10/23/2030 |
| 6/16/2022 | 200,000 | 1.34 | 6/16/2032 |
Vesting schedules (as disclosed):
- RSUs (7/25/2024): 1/3 annually on 7/25/2025, 7/25/2026, 7/25/2027 .
- RSUs (7/5/2023): 1/3 annually on 7/5/2024, 7/5/2025, 7/5/2026 .
- Milestone PRSUs: performance period 6/21/2024–4/30/2025; vest if milestones achieved; forfeited for any missed milestone that triggers an equity penalty under Cerberus Agreements .
- rTSR PRSUs: 50% measured 7/1/2024–6/30/2026 and 50% measured 7/1/2024–6/30/2027 vs Russell 2000; 0–200% payout .
Alignment policies and guidelines:
- Company prohibits hedging and pledging of Eos securities by directors and employees (reduces misalignment/forced sale risk) .
- Equity plan prohibits option/SAR repricing without shareholder approval; no 280G/4999 excise tax gross-ups under the plan .
Employment Terms
| Provision | CEO Terms |
|---|---|
| Employment roles | CEO since Aug 2019; director since 2020 business combination |
| Severance (termination without cause/for good reason) | 24 months base salary; pro-rated annual bonus subject to performance; full vesting of then-unvested equity |
| Change-in-control treatment | 2024+ awards: double-trigger (assumption required; vest on qualifying termination within 12 months; PRSUs vest at greater of target or actual through closing); pre-2024 awards generally single-trigger |
| Death/Disability | 2024+ awards accelerate in full (PRSUs at target) |
| Retirement | 2024+ awards pro-rata vesting; PRSUs subject to actual performance (qualified retirement = age 60 + ≥10 years’ service) |
| Restrictive covenants | Perpetual confidentiality; 12-month non-compete (CEO); 12-month non-solicit; invention assignment; mutual non-disparagement |
| Clawback | Executive compensation recoupment policy compliant with SEC/Nasdaq rules |
| Perquisites | Residential expenses, transportation/meals; 2024 reimbursements include $67,200 residential, $81,719 travel, and $18,958 tax penalty/interest reimbursement (2022 filing error by company) |
Board Governance
- Board structure and independence: Classified board; independent Chair (Russell Stidolph). The board determined 10 of 11 directors are independent; the Chair is independent and independent directors meet in executive session at least twice per year .
- Committee composition: CEO Mastrangelo is not listed as a member of Audit, Compensation (Leadership Development & Compensation), or Nominating & Corporate Governance committees .
- Board activity: Board met 26 times in 2024; committee meetings: Audit (4), Compensation (5), Nominating & Corporate Governance (6); overall board/committee meeting attendance was 81% .
- Director pay: Non-employee directors receive $25,000 cash retainer plus RSUs; CEO receives no additional board compensation .
- Dual-role implications: CEO also serves as director, but roles are split from Chair (independent), which the board believes improves oversight and risk management .
Director Compensation (for reference)
| Item | Amount/Structure |
|---|---|
| Annual cash retainer (non-employee directors) | $25,000 |
| Annual equity retainer (non-employee directors) | $150,000 in RSUs (time-vest; accelerates on change in control) |
| Chairperson grants | Chair of Board & Audit: $50,000; Comp & Nominating Chairs: $25,000 (RSUs) |
| CEO board pay | None; CEO does not receive additional board compensation |
Ownership, Overhang, and Potential Selling Pressure
| Metric (12/31/2024) | Value |
|---|---|
| Total shares outstanding | 221,791,205 |
| Equity plan overhang | 26,736,363 outstanding awards; 4,552,831 shares available for future issuance |
Observations:
- CEO unvested RSUs (1,000,000 from 7/25/2024 and remaining from 7/5/2023) create periodic unlocks around July each year, which can add incremental supply if shares are sold upon vesting; however, company prohibits hedging/pledging, and individual 10b5-1 plans are not disclosed here .
- Milestone PRSUs linked to Cerberus financing (performance window through 4/30/2025) align against dilution triggers; as of 12/31/2024, 12/16 milestones were achieved, reducing risk of equity penalty but increasing potential executive share issuance via PRSUs if milestones continue to be met .
Compensation Committee and Pay Governance
- Committee composition (independent): Jeff Bornstein (Chair), Jeffrey McNeil, Joseph Nigro, Nick Robinson, Russell Stidolph, Marian “Mimi” Walters .
- Consultants: Mercer engaged in 2024; Pay Governance engaged in Jan 2025; committee determined no conflicts of interest .
- 2024 design changes: Introduced PRSUs (rTSR and Milestone), updated plan to double-trigger CIC, clarified share recycling limits—responding to shareholder feedback .
Say-on-Pay & Shareholder Feedback
- Annual say-on-pay advisory vote; frequency affirmed in 2022 to be annual .
- 2024–2025 changes (e.g., PRSUs, CIC double-trigger, plan governance features) were informed by shareholder engagement .
- Historical say-on-pay approval percentages not disclosed in this filing .
Related Party Transactions (governance context)
- AE Convert, LLC notes: $13.75M 26.5% Convertible Senior PIK Notes (2023) included an affiliated purchaser managed by Board Chair Russell Stidolph; terms reviewed/approved under related person policy; convertible at initial ~$1.67/share .
- Cerberus financing (2024): $210.5M secured multi-draw facility (and potential $105M revolver) with warrants and preferred stock convertible into up to 33% of common (potentially 37% if milestones missed)—key driver for Milestone PRSUs to mitigate dilution risk .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cumulative TSR (Value of $100) | $19.68 | $14.49 | $64.63 |
| Net Income (Loss, $000s) | (229,813) | (229,506) | (685,870) |
Highlights:
- TSR improved in 2024 alongside a higher year-end stock price, materially increasing “compensation actually paid” given equity mark-to-market dynamics inherent in ASC 718 .
- 2024 bonus metrics show strong product performance improvement (147% of target) but shortfalls on product cost and culture NPS, yielding a below-target 63.9% payout .
Board Service History and Roles for Mastrangelo
- Director since 2020; Class II director standing for re-election in 2025; no disclosed committee memberships .
- Independence: Not independent (as CEO); separation of Chair and CEO roles with an independent Chair .
Investment Implications
- Pay-for-performance alignment improved: PRSUs now 50% of annual equity; rTSR against Russell 2000 and milestone-linked PRSUs directly tied to financing/operational milestones—supports tighter alignment but introduces potential near-term executive share issuance on milestone success .
- Retention vs. flexibility: Generous severance (24 months salary) with full equity acceleration upon a no-cause/for-good-reason termination reduces risk of forfeiture on exit, potentially lowering “golden handcuffs” retention pressure; double-trigger CIC for new awards adds investor-friendly conditions in change-in-control scenarios .
- Supply/dilution watch items: July RSU vesting cycles and PRSU outcomes (milestones through April 2025; rTSR through 2026/2027) could increase float; broader equity plan overhang is meaningful vs. shares outstanding; however, hedging/pledging prohibitions mitigate leverage-related forced selling risks .
- Governance mitigants: Independent chair; anti-repricing; clawback; anti-hedging/pledging; say-on-pay engagement—support governance quality amidst capital structure complexity (e.g., Cerberus facilities) .