Joseph Nigro
About Joseph Nigro
Joseph Nigro, 61, joined Eos Energy Enterprises’ Board on March 25, 2025 and serves as an independent director. He is a former CFO of Exelon (2018–2022) and former CEO of Constellation (2013–2018), with 27 years at Exelon starting in 1996. Education: BA in Economics (University of Connecticut); executive programs at Northwestern Kellogg, University of Chicago, and MIT Reactor Technology for Utility Executives. Current external roles include senior advisor to Blackstone’s energy transition group and director roles at Talen Energy (Risk Chair; Governance Committee) and Kindle Energy LLC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exelon | Chief Financial Officer | May 2018 – Oct 2022 | Member, Executive Committee; Chair, Corporate Investment Committee |
| Constellation (Exelon division) | Chief Executive Officer | 2013 – 2018 | Led business; prior SVP portfolio strategy; led merger integration with Constellation Energy |
| Exelon Power Team | SVP Portfolio Mgmt & Strategy; various trading/structuring roles | Prior to 2013 | Led wholesale trading/marketing integration; roles in structuring, commercial transactions, regional trading |
| Phibro Energy | Trading/refining roles | ~7 years pre-1996 | Energy trading experience |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Talen Energy (public) | Director; Chair, Risk Mgmt Committee; Member, Governance Committee | Current | Houston-based; board committee leadership |
| Kindle Energy LLC (Blackstone) | Director | Jul 2023 | Blackstone portfolio company |
| Blackstone Inc. | Senior Advisor, Energy Transition | Current | Advisory role |
| National Aquarium (Baltimore) | Director (prior) | Prior service | Non-profit board |
| Chicago Public Library Foundation | Director (prior) | Prior service | Non-profit board |
Board Governance
- Independence: Board determined Nigro is independent under Nasdaq and SEC rules; 10 of 11 directors are independent .
- Committee memberships: Audit Committee (member); Leadership Development & Compensation Committee (member) .
- Committee chairs: Audit Chair – Jeff Bornstein; Compensation Chair – Russell Stidolph; Nominating & Governance Chair – Alex Dimitrief .
- Board/committee activity: In 2024, Board met 26 times; Audit met 4; Compensation met 5; Nominating & Governance met 6. Aggregate attendance in 2024 was 81%; (Nigro joined in 2025; individual attendance not disclosed) .
- Executive sessions: Independent directors meet in executive session at least twice per year, chaired by the independent Board Chair .
Fixed Compensation
| Component | Policy Amount/Terms | Vesting/Timing |
|---|---|---|
| Annual cash retainer (non-employee director) | $25,000 per year | Paid quarterly in arrears |
| Annual equity retainer (RSUs) | $150,000 grant-date value | Number of RSUs set by 10-day VWAP; vest on earlier of 1-year from grant or immediately prior to next annual meeting; accelerated on change of control |
| Chair RSU retainers | Board Chair & Audit Chair: $50,000; Compensation Chair & Nominating Chair: $25,000 | Granted in RSUs; effective with service year beginning at annual meeting |
| New director grant | Equity retainer at appointment; eligibility for next annual meeting grant if >4 months from appointment | As per policy for off-cycle appointments |
Note: Nigro’s 2024 director compensation is not disclosed (joined in 2025). Policy terms shown apply to non-employee directors generally .
Performance Compensation
| Equity Type | Performance Metrics | Vesting Terms | Notes |
|---|---|---|---|
| Director RSUs | None (time-based) | Vest at earlier of 1 year post-grant or immediately prior to next annual meeting; accelerated on change of control | Director equity is RSU-only; no PRSU metrics for directors disclosed |
Other Directorships & Interlocks
| Company | Relationship to EOSE | Potential Interlock/Conflict Considerations |
|---|---|---|
| Talen Energy (public) | External board | Eos supplies zinc batteries; no disclosed transactions with Talen; no related-party disclosure naming Nigro |
| Kindle Energy (Blackstone) | External board | Blackstone affiliation; Eos financing involves Cerberus (not Blackstone). No related-party disclosure naming Nigro |
| Blackstone (advisor) | External advisory | Advisory role; no related-party transactions disclosed involving Nigro |
Expertise & Qualifications
- Finance leadership: CFO of Exelon; extensive capital markets and corporate investment oversight .
- Operations and energy markets: CEO of Constellation; led trading/portfolio strategy; merger integrations .
- Education: BA Economics (UConn); executive programs (Kellogg, UChicago, MIT reactor course) .
- Board credentials: Risk oversight (Risk Committee Chair at Talen), governance experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Date |
|---|---|---|---|
| Joseph Nigro | 35,385 | <1% | As of Aug 12, 2025 |
Policy signals:
- Insider Trading Policy prohibits hedging and pledging by directors and employees .
Governance Assessment
- Positive signals:
- Independent director with deep utility/energy finance and operations experience; sits on Audit and Compensation Committees, strengthening oversight .
- Strong risk/governance background via Talen committee leadership .
- Anti-hedging/pledging policy enhances alignment .
- Watch items:
- External ties to Blackstone (advisor, Kindle director) and Talen: no Eos related-party transactions naming Nigro, but ongoing monitoring advisable for potential business overlaps or information flow conflicts. Current proxy related-party section does not cite Nigro .
- Equity financing and governance rights for Cerberus introduced preferred-designated directors; independence/committee composition remains majority independent, but capital structure complexity warrants vigilance .
Say-on-Pay & Shareholder Feedback
| Proposal (May 15, 2025) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Class II Director – Joseph Nigro | 73,687,957 | 2,145,555 | 191,871 | 79,215,682 |
| Ratify Deloitte (FY2025) | 154,579,279 | 79,436 | 582,350 | — |
| Advisory Say-on-Pay | 68,037,754 | 7,747,071 | 240,558 | 79,215,682 |
| Amend Incentive Plan | 51,062,215 | 24,523,030 | 440,138 | 79,215,682 |
Special Meeting (Oct 16, 2025) – Affiliated notes share issuance approved:
- Proposal 1 (Issuance to Affiliated Purchaser): For 146,304,352; Against 1,426,110; Abstain 451,742 .
- Proposal 2 (Adjournment): For 143,665,565; Against 4,086,765; Abstain 429,874 .
Related Party Transactions
- Cerberus financing and governance rights described; preferred holders appointed three directors; no transactions disclosed involving Nigro personally .
- Convertible notes issuance involving AE Convert LLC tied to Board Chair Russell Stidolph; Stidolph recused on affiliated note redemption discussions; not related to Nigro .
Risk Indicators & Red Flags
- RED FLAGS to monitor:
- Capital structure complexity/dilution risk from Cerberus agreements and warrant/preferred mechanics; governance influence via preferred-designated directors .
- Not disclosed for Nigro:
- No legal proceedings, hedging/pledging, tax gross-ups, repricing of director equity, or related-party transactions naming Nigro in filings reviewed .
Committee Structure Analysis (Compensation Committee)
- Membership includes independent directors: Jeff Bornstein, Jeffrey McNeil, Joseph Nigro, Nick Robinson, Russell Stidolph, Marian “Mimi” Walters; chaired by Stidolph; independent, with consultant engagement (Mercer in 2024; Pay Governance from Jan 2025) and no consultant conflicts reported .
Equity Ownership & Alignment Details
- Beneficial ownership table lists Nigro’s holdings; no pledging allowed per policy; ownership guidelines for directors not disclosed in proxy .
Insider Trades
- Section 16(a) compliance: 2024 filings largely compliant; one late Form 3 for Michael Silberman due to administrative issues; no Form 4 transactions for Nigro disclosed in filings reviewed .
If you want latest Form 4 activity for Nigro, I can fetch it from insider filings upon request.