Michael Silberman
About Michael Silberman
Michael Silberman, 54, is Chief Legal Officer and Corporate Secretary of Eos Energy Enterprises (EOSE). He joined as General Counsel, Chief Compliance Officer, and Corporate Secretary on January 31, 2024, with title updated to CLO on February 26, 2025. He holds a JD from Emory University School of Law and a BA with distinction from the University of Pennsylvania. Prior roles include GC/CCO/Corporate Secretary at Trecora Resources (oversaw company sale in 2022), VP & Deputy General Counsel at Celanese, and senior legal roles at FMC; earlier experience at Morgan Lewis, Blank Rome, and as a NJ Superior Court law clerk/mediator .
Company pay-versus-performance disclosure shows cumulative TSR declined ~35% from Jan 1, 2022 to Dec 31, 2024 (stock price moved from $7.52 at 12/31/2021 to $4.86 at 12/31/2024), underscoring a challenging equity backdrop in which 2024 NEO incentives shifted to PRSUs tied to rTSR and financing-related milestones .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Trecora Resources | General Counsel, Chief Compliance Officer, Corporate Secretary | 2020–2023 | Led legal/compliance; oversaw successful company sale to private equity in 2022 |
| Celanese Corporation (F500) | VP & Deputy General Counsel, Assistant Secretary | 2016–2020 | Lead lawyer for global $4B Acetyl Chain and Supply Chain |
| FMC Corporation (F1000) | Assistant GC & Assistant Secretary; earlier division GC (Health & Nutrition) | 2004–2016 | Chief M&A and corporate counsel; division legal leadership |
| Morgan, Lewis & Bockius LLP | Associate | 2000–2004 | Corporate/M&A legal practice |
| Blank Rome LLP | Associate | 1996–2000 | Corporate/M&A legal practice |
| NJ Superior Court (Camden) | Law Clerk & Court Mediator | 1995–1996 | Judicial clerkship and mediation experience |
External Roles
No current public-company directorships or external board roles disclosed in company filings reviewed .
Fixed Compensation
| Item | FY 2024 | Notes |
|---|---|---|
| Base Salary | $318,654 | Pro-rated for 2024 start |
| Target Bonus % | 50% of base | 2024 annual bonus target |
| Actual Bonus Paid (2024) | $111,825 | Paid under STI; 63.9% payout based on goals |
| 2025 Target Bonus % | 70% of base | 2025 STI target updated via 8-K |
Performance Compensation
2024 Annual Bonus Plan – Metrics and Outcome
| Metric | Weight | Threshold | Target | Stretch | Actual Achievement | Contribution to Payout |
|---|---|---|---|---|---|---|
| SOX Compliance | 20% | Completed | Completed | N/A | 100% | Contributes at target |
| On-Time Delivery | 5% | 65% | 70% | 85% | Not disclosed by % | Included in 63.9% overall |
| Revenue | 30% | $60M | $75M | $90M | Not disclosed by $ | Included in 63.9% overall |
| Product Performance (per/kWh from Gen 3.5 launch) | 20% | 8% | 15% | 20% | 147% | Above target |
| Product Cost (from Gen 3.5 launch) | 20% | 64% | 67% | 71% | 58.3% | Below target |
| Eos Culture (NPS vs 2023) | 5% | Flat | +5% | +10% | 56% | Below target |
| Total Payout | — | — | — | — | — | 63.9% → $111,825 payout |
Equity Awards and Vesting (as of 12/31/2024)
| Grant Date | Award Type | Units | Vesting Schedule | Market/Payout Value at 12/29/2024 ($4.86) |
|---|---|---|---|---|
| 1/22/2024 | RSUs (Sign-On) | 250,000 | 1/22/2025, 1/22/2026, 1/22/2027 (equal annual tranches) | $1,215,000 |
| 7/25/2024 | RSUs (Annual) | 437,500 | 7/25/2025, 7/25/2026, 7/25/2027 (equal annual tranches) | $2,126,250 |
| 7/25/2024 | PRSUs – Milestone (Cerberus financing milestones) | 218,750 | Earn 0–100% based on milestones to 4/30/2025; 12/16 met by 12/31/2024; vest on achievement; service required | $1,063,125 |
| 7/25/2024 | PRSUs – rTSR (vs Russell 2000) | 218,750 | 50% vests on 2-yr period (7/1/2024–6/30/2026); 50% on 3-yr (7/1/2024–6/30/2027); 0–200% of target | $2,126,250 |
Notes
- 2024 “Stock Awards” grant-date fair value in SCT for Silberman: $2,102,188 (RSUs + PRSUs under ASC 718) .
- rTSR pay curve: 0% <25th pct; 50% at 25th; 100% at 50th; 200% at ≥75th; interpolation applies .
- Milestone PRSUs were designed to offset dilution risk from Cerberus equity penalties and align liquidity/operations execution; forfeited if equity penalty incurred for a missed milestone .
Equity Ownership & Alignment
| As-Of Date | Beneficial Ownership (shares) | % Outstanding | Composition / Notes |
|---|---|---|---|
| March 1, 2025 | 56,722 | <1% | Includes RSUs within 60 days; 226,599,297 shares outstanding base |
| August 12, 2025 | 241,612 | <1% | Beneficial ownership update for special meeting; 279,213,528 shares O/S |
Additional alignment and policy points
- Hedging and pledging: Company policy prohibits all hedging transactions and pledging/margin of Company securities for employees and directors (applies to Silberman) .
- Ownership guidelines: Not disclosed for executives in the proxy; no pledging permitted .
- Large unvested equity over 2025–2027 suggests strong retention linkage to multi-year performance and service .
Employment Terms
| Topic | Terms (applicable to Silberman unless noted) |
|---|---|
| Employment start / role | Appointed Jan 31, 2024 as GC/CCO/Corporate Secretary; title changed to CLO Feb 26, 2025 |
| Severance (without cause / good reason) | 12 months of base salary, pro-rated annual bonus for year of termination (performance-based), and full vesting of any then-unvested equity awards, subject to release and covenants |
| Death/Disability | Beginning with 2024 awards, unvested equity accelerates in full (PRSUs at target) |
| Qualifying Retirement (age 60 + ≥10 yrs) | Pro-rata equity vesting (PRSUs subject to actual performance) for 2024 awards onward |
| Change-in-Control (CIC) | 2024 awards: “double-trigger” (assumed → vest on qualifying termination within 12 months; PRSUs vest at greater of target or actual through closing). Pre-2024 awards generally single-trigger |
| Restrictive covenants | Per employment agreements: perpetual confidentiality; 12-month post-termination non-solicit; Company notes non-compete applies to CEO and Kroeker, not specifically to Silberman in proxy |
| Clawback | Executive compensation recoupment policy adopted in 2023 to comply with SEC/Nasdaq rules; awards subject to clawback |
| Tax gross-ups | Company states “No Change in Control / 280G tax gross-ups” as a plan best practice; general position is to not provide such benefits |
Performance Compensation (Forward-looking 2025 STI Design)
- Eos adopted a Short-Term Incentive Plan effective March 2, 2025. For 2025, Silberman’s STI has a 70% of base salary target, and metric weights set at 50% Booked Orders, 25% Cubes Delivered, 25% Adjusted EBITDA; payouts range from 50% (Base) to 200% (Max) of target with interpolation .
Risk Indicators & Red Flags
- Dilution and financing-linked incentives: 2024 Milestone PRSUs were tied to Cerberus financing milestones to avoid potential equity penalties (up to 16% aggregate) and support funding access—heightens focus on operational/financing execution during the performance window through April 30, 2025 .
- CIC terms: 2024 awards governed by double-trigger vesting, reducing windfall risk; earlier awards may still have single-trigger treatment .
- Anti-hedging/pledging: Strict prohibitions reduce misalignment risk and leverage-related forced selling .
- Say-on-pay: Advisory vote scheduled annually; 2025 proxy recommends FOR but no result disclosed yet at time of filing .
Summary Compensation (NEO table excerpt)
| Metric | 2024 |
|---|---|
| Salary | $318,654 |
| Stock Awards (RSUs + PRSUs, grant-date FV) | $2,102,188 |
| Non-Equity Incentive Plan Comp (Annual Bonus) | $111,825 |
| All Other Compensation | $11,192 |
| Total | $2,543,859 |
Investment Implications
- Retention vs. selling pressure: Significant unvested equity (RSUs and PRSUs) through 2027, with near-term vest dates on January 22 and July 25 each year, aligns retention and may lead to episodic liquidity events around vesting; hedging/pledging bans limit leverage-related selling risk .
- Pay-for-performance mechanics: 2024 equity shifted to 50% PRSUs (rTSR and Cerberus milestones), aligning with shareholder outcomes and financing execution; rTSR measured vs Russell 2000 with up-to-200% upside, while milestone PRSUs directly link to avoiding Cerberus equity penalties—creating strong incentive to deliver operational/financing milestones .
- Termination/CIC economics: Full vesting on a no-cause/good-reason termination and double-trigger CIC on 2024 awards provide downside protection, but with performance calibration for PRSUs and updated CIC rules that mitigate single-trigger windfalls for new grants .
- Forward focus (2025): STI tilted to commercial outcomes (Booked Orders 50%) and production/financial outputs (Cubes, EBITDA), which should incentivize order conversion & unit delivery discipline—key levers for scaling and capital access in 2025 .
- Alignment credibility: Increase in reported beneficial ownership from 56,722 (Mar 2025) to 241,612 (Aug 2025) indicates net accumulation/vesting, with anti-hedging/pledging rules reinforcing long exposure .
Overall, Silberman’s package is heavily equity-based with milestone and rTSR components, explicit anti-hedging/pledging, and double-trigger CIC for 2024 grants—supporting retention and alignment. Near-term performance risk centers on delivering Cerberus milestones and 2025 STI metrics (orders, cubes, EBITDA) to sustain funding and scale-up momentum .