Russell Stidolph
About Russell Stidolph
Independent Chair of the Board at Eos Energy Enterprises (EOSE); age 49; director since 2020 (Eos business combination), and director of Eos Energy Storage LLC since 2014 (Chair since 2018). Founder and Managing Director of AltEnergy, LLC (since 2006), with prior roles in private equity and energy finance; B.A. from Dartmouth College. Core credentials: renewable energy investing, capital markets, risk management, and board leadership, including Chair/CEO of AltEnergy Acquisition Corp. (NASDAQ: AEAE).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eos Energy Enterprises, Inc. | Chair of the Board; Director | Director since 2020 | Independent Chair; governance and compensation leadership |
| Eos Energy Storage LLC | Director; Chair of the Board | Director since 2014; Chair since 2018 | Oversight of subsidiary governance |
| AltEnergy, LLC | Founder & Managing Director | Since 2006 | Led alternative energy investments |
| J.H. Whitney & Co., LLC | Principal | — | Started firm’s alt energy practice; CFO & Vice Chair at Hawkeye Renewables until sale in 2006 |
| PaineWebber, Inc. | Corporate Finance (high-yield & leveraged finance) | — | Origination; capital markets |
| Tres Amigas, LLC | SVP & CFO; Director | — | Finance leadership; board oversight |
| Viridity Energy, Inc. | Chair of the Board | — (sold to Ormat in 2017) | Led board through strategic sale |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AltEnergy Acquisition Corp. (NASDAQ: AEAE) | Chairman & CEO | — | SPAC leadership; capital markets experience |
| Hulett Bancorp | Director | — | Financial services oversight |
| Tres Amigas, LLC | Director | — | Grid infrastructure board role |
Board Governance
- Independence: Board determined Stidolph is an “independent director” under Nasdaq rules. He serves as independent Chair of the Board; independent directors meet in executive session at least twice per year.
- Committee assignments: Chair, Leadership Development & Compensation Committee; member, Nominating & Corporate Governance Committee.
- Board structure: Classified board; EOSE common directors (8) plus three Preferred Directors appointed by Investor Preferred Stock holder; composition and rights detailed in proxy.
- Attendance: In FY2024 the Board met 26 times; Board/committee attendance was 81% aggregate; all directors attended the 2024 annual meeting.
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $25,000 | Paid quarterly in arrears under Director Compensation Policy |
| Annual equity retainer (RSUs) | $150,000 grant value (policy) | RSUs; number set by 10-day VWAP; vest on earlier of 1 year or immediately prior to next annual meeting; accelerated on change in control |
| Chair RSU – Board Chair | $50,000 grant value (policy) | RSUs; same vest terms as equity retainer |
| Chair RSU – Compensation Committee Chair | $25,000 grant value (policy) | RSUs; same vest terms as equity retainer |
| Reported FY2024 director stock awards (grant-date fair value) | $183,158 | Grant-date fair value under ASC 718 |
| Total FY2024 director compensation | $208,158 | Cash + stock awards |
| RSUs outstanding (as of 12/31/2024) | 105,263 units | Directors could elect portion as cash-settled RSUs; Stidolph elected 42,105 cash-settled units |
| Stock options granted in FY2024 | None | — |
- Vesting schedule: Director RSUs vest on earlier of one-year anniversary or immediately prior to next annual meeting; accelerated on change in control.
- Non-employee director plan limits and practices: No evergreen/repricing; dividend equivalents only upon vest; annual non-employee director compensation cap; anti-hedging/pledging; clawback applies to awards.
Performance Compensation
- Non-employee director compensation does not include performance-based metrics (no PRSUs or option performance hurdles disclosed for directors in FY2024).
| Performance Metric | Applies to Director Pay? | Notes |
|---|---|---|
| TSR / PRSUs | No | PRSUs integrated for executives; director awards are RSUs per policy |
| Committee/meeting attendance-based pay | No | No meeting fees disclosed; flat retainers |
Other Directorships & Interlocks
| Connection | Detail | Governance/Conflict Note |
|---|---|---|
| Cerberus Investor Preferred Directors on EOSE Board | Preferred Directors: Greg Nixon, Nick Robinson, David Urban appointed by Investor Preferred holder (Cerberus-related entities) | Investor-designated directors on committees; board has processes for related-person transactions |
| AltEnergy vehicles | Stidolph is MD and managing member across AltEnergy entities holding EOSE shares; pecuniary interest disclosed. | Related interests disclosed; beneficial ownership breakdown provided |
| AltEnergy Acquisition Corp. | Stidolph Chair/CEO of AEAE (public) | Capital markets experience; monitor for time commitments/interlocks |
Expertise & Qualifications
- Renewable energy investor/operator; capital markets, leveraged finance, and risk management experience from AltEnergy, J.H. Whitney, PaineWebber; strategic board leadership in energy infrastructure.
- Independent board leadership and compensation governance, with Chair roles indicating deep governance expertise.
Equity Ownership
| Metric | As of Mar 1, 2025 | As of Aug 12, 2025 |
|---|---|---|
| Total beneficial ownership (shares; %) | 4,011,116; 1.77% | 4,283,509; 1.5% |
| Direct shares | 301,197 | 364,355 |
| Vested stock options (exercisable) | 594,246 | 594,246 |
| AltEnergy entities (pecuniary interest) | 2,653,272 | 2,653,272 |
| Shares issuable upon conversion of AE Convert LLC notes attributable to Stidolph | 426,401 | 671,636 |
| RSUs outstanding (12/31/2024) | 105,263 | — |
- Ownership policy: Insider Trading Policy prohibits hedging and pledging of Company securities.
- Clawback: Equity awards subject to clawback policy; anti-hedging/pledging reinforced in plan terms.
Governance Assessment
- Strengths: Independent Chair separate from CEO; Stidolph chairs Compensation Committee and serves on Nominating & Governance, indicating strong governance engagement. Independent director status affirmed under Nasdaq; independent directors hold regular executive sessions.
- Pay structure: Modest cash retainer with equity RSUs; clear vesting terms; director awards within plan caps and best-practice provisions (no repricing, no evergreen).
- Shareholder signals: Say-on-pay passed (68.0M for vs 7.7M against); equity plan amendment approved.
- Conflicts/Related-party exposure: AE Convert LLC (affiliated purchaser) is managed by Stidolph; his pecuniary interest disclosed. He recused himself from Board discussions/actions regarding the special Share Issuance Proposal; stockholders approved issuance enabling redemption/conversion of affiliated notes (up to 2,863,291 shares). Monitor dilution/optics.
- Board effectiveness risk indicators: Aggregate Board/committee attendance at 81% in FY2024 (not director-specific); presence of Investor Preferred-appointed directors (Cerberus) across committees may concentrate influence; however, related-person policies in place.
RED FLAGS
- Affiliated financing: Notes held by AE Convert LLC (managed by Stidolph) with potential share issuance; although recusal mitigates process risk, the affiliation represents ongoing perceived conflict.
- Dilution optics: Cerberus agreements and preferred/warrant structures increase potential dilution; continued vigilance on pay-for-performance and equity usage warranted.
Positive Signals
- Explicit recusal on affiliated transaction; robust related-person policy; anti-hedging/pledging; clawback in place; independent compensation consultant retained (Mercer, then Pay Governance).