Ram Ramanan
Energy RecoveryAbout Ram Ramanan
Energy Recovery appointed Dr. Ram Ramanan (age 64) as Chief Technology Officer effective March 3, 2025; he reports to CEO David Moon and is based in San Leandro, CA . He holds a B.S. in Mechanical Engineering (IIT Madras) and a Ph.D. in Mechanical Engineering (The Ohio State University), completed a postdoctoral fellowship at Stanford University, and has over 50 patents . Prior roles include EVP of Engineering at Rondo Energy (2023–2025) and multiple engineering leadership positions at Bloom Energy (2007–2023) and Applied Materials (2005–2007) . Company performance context at the time of his hire: FY2024 revenue of $144.9M (+13% YoY), gross margin 66.9%, net income $23.1M, operating cash flow $20.5M, and one- and three-year TSR of –28% and +8%, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rondo Energy | EVP Engineering | 2023–2025 | Led product innovation, process optimization, and partnerships to scale teams and launch products |
| Bloom Energy | VP Engineering; Senior Director; other engineering roles | 2007–2023 (VP: 2019–2023; Sr. Dir: 2015–2019) | Created and scaled sophisticated energy products; built global engineering teams |
| Applied Materials | Engineering roles | 2005–2007 | Engineering leadership in advanced materials and manufacturing contexts |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stanford University | Postdoctoral Fellow | Not disclosed | Advanced research training; complements technical leadership |
No public company directorships or committee roles are disclosed in ERII filings or press releases for Dr. Ramanan .
Fixed Compensation
| Component | Terms | Notes |
|---|---|---|
| Base Salary | $350,000 annualized (bi-weekly $13,461.54) | Effective March 3, 2025 |
| Annual Incentive Plan (AIP) Target | Up to 60% of base salary | 2025 payout prorated from start date; performance goals set annually by Board |
| Benefits | Eligible for comprehensive benefits | Standard company programs |
| Employment Status | At-will | Offer letter specifies at-will employment |
Performance Compensation
New-Hire Equity Awards (Grant mechanics and vesting)
| Incentive Type | Grant Size (Fair Value) | Vesting Schedule | Key Terms |
|---|---|---|---|
| Stock Options | $400,000 | 25% on first anniversary of vesting commencement date (March 15, 2026), then 1/36 monthly thereafter to 4 years | Exercise price = NASDAQ closing price on vesting commencement date (March 15, 2025) |
| RSUs | $400,000 | 25% on each of the first four anniversaries of vesting commencement date (starting March 15, 2026) | Settles on vest dates subject to continuous service |
| PRSUs | $200,000 | Cliff vest on December 31, 2027, subject to performance goals | Actual payout 0–200% of grant; performance goals in PRSU agreement |
AIP/Performance Metrics (company framework)
- ERII’s AIP for executives is anchored in financial metrics such as revenue and adjusted operating income; 2024 CEO objectives weighted revenue, adjusted operating income, and CO2 market penetration. Specific 2025 metrics for Dr. Ramanan are not disclosed .
Equity Ownership & Alignment
| Item | Status/Policy | Detail |
|---|---|---|
| Beneficial Ownership | Not disclosed | Dr. Ramanan is not listed in the April 7, 2025 beneficial ownership table; no Form 4 found as of this research |
| Ownership Guidelines | 2x annual base salary required; 5-year compliance window from appointment | Applies to “other executive officers”; unvested RSUs/PSUs don’t count; robust clawback in place |
| Hedging/Pledging | Prohibited | Insider Trading Policy bans hedging, short sales, and non-recourse pledges of ERII stock |
| Equity Mix & Alignment | Significant at-risk equity with multi-year vesting | Options, RSUs, and PRSUs align pay with performance and retention |
Employment Terms
| Term | Provision | Detail |
|---|---|---|
| Start Date | March 3, 2025 | CTO appointment effective; reporting to CEO |
| Location | San Leandro, CA HQ | As stated in offer letter |
| Reporting | To President & CEO | David W. Moon |
| Severance (Non–Change-in-Control) | 6 months base salary; 25% acceleration of unvested equity; up to 6 months COBRA; 6-month option exercise window | Plan-wide terms for eligible executives; requires release; performance awards deemed at target for accelerated portion |
| Change-in-Control (Double Trigger) | 12 months base salary + 100% target bonus; full acceleration of unvested equity; up to 12 months COBRA; $10k outplacement | If terminated without cause or for good reason within 18 months post-CoC; better-after-tax cut (no 280G gross-ups) |
| Clawback | Dodd-Frank compliant | Amended July 2023; recovers erroneously awarded compensation after restatements |
Performance & Track Record
- 30+ years of engineering leadership across startups, IPO-stage, and established energy/industrial companies; launched sophisticated products and scaled global teams at Bloom Energy and Rondo Energy .
- Technical credentials include postdoctoral work at Stanford and 50+ patents, indicating deep innovation capability aligned with ERII’s PX platform expansion goals .
Compensation Structure Analysis
- High proportion of at-risk, multi-year equity (options, RSUs, PRSUs) supports retention and performance alignment; ERII explicitly emphasizes variable pay and long-term vesting .
- Introduction of PRSUs in 2025 marks increased emphasis on performance-based equity outcomes versus time-based RSUs alone .
- No tax gross-ups, no repricing, and double-trigger CoC design reflect shareholder-friendly governance .
Risk Indicators & Red Flags
- Hedging and pledging prohibited; mitigates misalignment risk .
- No related party transactions and no family relationships disclosed for his appointment; 8-K confirms absence of such ties .
- Strong 2024 say-on-pay support (89.3% approval), reducing governance overhang related to pay practices .
Compensation Peer Group (for benchmarking context)
- ERII’s 2024 compensation assessment peer group included ACM Research, Ballard Power, Helios Technologies, Impinj, Mesa Laboratories, Stem, TransMedics, and others (median revenue ~$179M, market cap ~$1.13B) .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 89.3%; ERII engages extensively with investors via meetings and conferences, feeding into Compensation Committee oversight .
Investment Implications
- Retention dynamics: First significant vesting events begin March 15, 2026 (options/RSUs), with PRSUs cliffing in 2027—expect limited near-term selling pressure; monitor Form 4 filings around annual anniversaries as a trading signal .
- Alignment: Prohibition on hedging/pledging, 2x salary ownership guideline, and Dodd-Frank clawback strengthen alignment and reduce governance risk .
- Execution focus: Dr. Ramanan’s background in scaling innovative energy products and teams aligns with ERII’s PX diversification into wastewater and CO2; performance-based PRSUs further link compensation to outcome delivery .
- Downside protection/turnover risk: Standard severance and double-trigger CoC terms are moderate and typical, with equity acceleration provisions; combined with multi-year vesting, retention risk appears managed .