Mimi Walters
About Mimi Walters
Marian “Mimi” Walters, 62, is an independent Class I director of Eos Energy Enterprises (EOSE), serving since the 2020 business combination; she sits on the Leadership Development & Compensation Committee and the Nominating & Corporate Governance Committee. Walters is Chief Commercial Officer at Leading Edge Power Solutions (since Nov 2019), and serves on public and private boards including B. Riley Financial (since Jul 2019) and Pacific Specialty Insurance Company (since 2025). She previously served in the U.S. House of Representatives (2015–2019) and California State Senate (2008–2014), and worked as an investment professional at Drexel Burnham Lambert and Kidder, Peabody & Co.; she holds a B.A. from UCLA. The EOSE board has determined Walters is independent under Nasdaq rules; the board is majority independent and chaired by independent director Russell Stidolph, with executive sessions at least twice per year.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| U.S. House of Representatives | Member (California’s 45th District) | 2015–2019 | Energy & Commerce Committee; subcommittees: Communications & Technology, Digital Commerce & Consumer Protection, Oversight & Investigations; member of House Leadership |
| California State Senate | Member | 2008–2014 | Banking & Financial Institutions Committee; Vice Chair, Appropriations Committee |
| California State Assembly | Member | Prior to 2008 | Public service experience (dates not specified in proxy) |
| City of Laguna Niguel | Mayor and Councilmember | Prior to 2008 | Municipal leadership |
| Drexel Burnham Lambert; Kidder, Peabody & Co. | Investment professional | Prior to public service | Capital markets background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Leading Edge Power Solutions, LLC | Chief Commercial Officer | Nov 2019–present | Energy/commercial leadership |
| B. Riley Financial, Inc. (Nasdaq: RILY) | Director | Jul 2019–present | Public company board experience |
| Pacific Specialty Insurance Company | Director | 2025–present | Insurance sector board role |
Board Governance
- Independence: Walters is one of ten independent directors out of eleven; board chair (Stidolph) is independent. Executive sessions of independent directors occur at least twice per year.
- Committee memberships (2024): Walters serves on Leadership Development & Compensation and Nominating & Corporate Governance; not identified as a committee chair.
- Board structure: Classified board; Walters’ Class I term expires at the 2027 annual meeting.
- Meetings & attendance (2024): Board met 26 times; Audit Committee met 4 times; Compensation 5; Nominating & Corporate Governance 6; overall attendance across board and committees was 81%; all directors attended the 2024 annual stockholders meeting.
| Committee | 2024 Meetings | Walters Membership | Chair |
|---|---|---|---|
| Audit | 4 | — | Not applicable here |
| Leadership Development & Compensation | 5 | ✓ | Not specified in table |
| Nominating & Corporate Governance | 6 | ✓ | Alex Dimitrief |
Insider Trading Policy: Hedging and pledging of company securities are prohibited for directors and employees.
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Meeting Fees | Committee/Chair Fees |
|---|---|---|---|
| 2024 | 25,000 | Not disclosed in proxy | Not disclosed in proxy |
- The director compensation table reports a single cash line item; no separate meeting or chair fees are itemized for Walters in 2024.
Performance Compensation
| Year | Stock Awards ($) | RSUs Outstanding (units) | Option Awards Granted ($) | Options Outstanding (units) |
|---|---|---|---|---|
| 2024 | 137,368 | 78,947 | — (none granted in 2024) | 245,488 |
- Valuation: Stock awards reflect grant-date fair value computed under FASB ASC 718.
- Cash-settled RSU election: Certain directors elected partial cash settlement for RSUs in 2024; the footnote lists Bornstein, Stidolph, Demby (Walters not listed).
- Performance metrics: No disclosure of PSUs or specific performance-based metrics tied to non-employee director equity; awards are reported as RSUs, with options outstanding from prior grants.
Other Directorships & Interlocks
| Company | Role | Sector | Potential Interlock/Conflict Notes |
|---|---|---|---|
| B. Riley Financial (RILY) | Director | Financial services | No related-party transaction with EOSE disclosed; related person transactions subject to committee review. |
| Pacific Specialty Insurance Company | Director | Insurance | No related-party transaction with EOSE disclosed; subject to policy oversight. |
Related Person Transactions: The Nominating & Corporate Governance Committee reviews, approves or ratifies related person transactions over $120,000, with defined coverage for directors, 5% holders, and immediate family members.
Expertise & Qualifications
- Alternative energy industry exposure, policy and government affairs expertise, and investment banking background cited by the board as qualifications.
- Legislative leadership experience across federal and state levels, including financial and technology-relevant committees.
- Commercial operations role in energy solutions, adding sector-operational perspective.
Equity Ownership
| Metric | Mar 1, 2024 | Mar 1, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 355,335 | 355,335 |
| % of shares outstanding | <1% | <1% |
| RSUs included (note) | Includes RSUs in “beneficially owned if exercisable within 60 days” framework per table methodology | |
| Options outstanding (units, as of Dec 31, 2024) | 245,488 | 245,488 (unchanged, Dec 31, 2024 basis) |
| RSUs outstanding (units, as of Dec 31, 2024) | 78,947 | 78,947 (unchanged, Dec 31, 2024 basis) |
| Hedging/Pledging status | Prohibited by company policy for all directors and employees | Prohibited |
Notes:
- Beneficial ownership methodology deems RSUs/options exercisable within 60 days as outstanding for the individual.
- No disclosure of shares pledged or hedged; company policy prohibits pledging/hedging.
Governance Assessment
- Independence and committee roles: Walters is an independent director with roles on Compensation and Nominating & Corporate Governance, aligning with governance oversight functions.
- Attendance signal: The board/committee attendance rate of 81% in 2024 is below typical best-practice norms, a potential governance efficiency flag; however, all directors attended the annual meeting.
- Pay structure alignment: 2024 compensation for Walters is heavily equity-based ($137,368 of $162,368 total; ~85% equity), indicating pay-for-performance alignment for directors; no options were granted in 2024, consistent with a shift toward RSUs for directors.
- Ownership and policy: Walters’ beneficial ownership is <1%, with 78,947 RSUs and 245,488 options outstanding as of year-end 2024; anti-hedging/pledging policy supports alignment and mitigates conflict risk.
RED FLAGS
- Board/committee attendance across 2024 was 81%—monitor if this persists or if director-specific attendance disclosure changes in future proxies.
Controls mitigating conflicts
- Formal related-person transaction policy with committee oversight; no specific related-party transactions disclosed involving Walters.
Committee effectiveness
- Nominating & Corporate Governance Committee chaired by Alex Dimitrief; scope includes governance guidelines, board/committee self-evaluations, related-person transactions, and ESG oversight—Walters’ membership provides influence over governance quality.