Harry Quarls
About Harry Quarls
Harry Quarls, age 73, is the independent Chairman of the Board of ESS Tech (GWH) and serves as the company’s lead independent director under NYSE rules; he has been a director since 2023 with his current Class II term expiring in 2026 . He holds BS and ScM degrees in Chemical Engineering (Tulane; MIT) and an MBA from Stanford, and brings over 40 years of energy investing and board leadership experience across public and private companies . Board attendance in 2024 met ESS’s threshold (≥75%) for all directors except one, indicating a satisfactory engagement level for Mr. Quarls .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mesquite Energy | Chairman of the Board | Jun 2020–2023 | Led board during restructuring/strategic alternatives |
| EP Energy | Chairman of the Board | Oct 2020–2022 | Oversaw investor-controlled entity governance |
| Sunrise Oil & Gas | Chairman of the Board | — | Energy sector governance leadership |
| Penn Virginia Corporation | Chairman of the Board | — | Energy company board leadership |
| SH 130 Concessions Company | Chairman of the Board | — | Infrastructure oversight |
| Trident Resources Corp | Chairman of the Board | — | Energy investing oversight |
| Woodbine Acquisition Corp | Chairman of the Board | — | SPAC governance |
| US Oil Sands Corp | Chairman of the Board | — | Energy operations oversight |
| Gastar Exploration, Inc. | Director; Chair, Strategic Alternatives Committee | — | Led special committee processes |
| Rosehill Resources | Director; Chair, Strategic Alternatives Committee | — | Led special committee processes |
| FlexSteel Pipe Fairway Resources | Director | Oct 2020–Apr 2023 | Energy manufacturing oversight |
| PetroQuest Energy | Director | — | E&P governance |
| GreenRock Energy | Director | — | Energy investing |
| Opal Resources | Director | — | Energy operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CHC Helicopter | Chairman of the Board | Since Sep 2022 | Aviation services governance |
| Key Energy Services | Chairman of the Board | Since Mar 2020 | Oilfield services governance |
| Seadrill (NYSE: SDRL) | Director | Since Apr 2023 | Offshore drilling board role |
Board Governance
- Independence: ESS’s board comprises a majority of independent directors under NYSE rules; the board explicitly determined all directors, including Mr. Quarls, are independent .
- Leadership: Roles of Chair and CEO are separated; Mr. Quarls leads the board as independent Chair and is also designated lead independent director, focusing the board on independent oversight of management .
- Committee assignments: Mr. Quarls chairs the Compensation Committee; other members are Raffi Garabedian and Kyle Teamey . He is not listed on the Audit Committee (chair: Alexi Wellman; members: Rich Hossfeld, Michael Niggli) or the Nominating & Governance Committee (chair: Sandeep Nijhawan; members: Michael Niggli, Kyle Teamey) .
- Attendance: The board held 17 meetings in 2024; each director attended at least 75% of aggregate board/committee meetings except Raffi Garabedian (65%)—indicating Mr. Quarls met engagement expectations .
- Executive sessions: Non-employee directors meet in executive session periodically per NYSE rules and ESS guidelines .
- Risk oversight: Audit oversees financial reporting, controls, cyber and compliance; Compensation oversees pay-related risk; Nominating & Governance oversees governance/independence/conflicts .
Fixed Compensation
| Component | 2024 Amount (USD) | 2025 Policy/Status |
|---|---|---|
| Annual Director Retainer (Cash) | $50,000 (part of total fees) | Directors agreed to forego cash compensation in FY2025 ($0 cash) |
| Chair of Board Fee (Cash) | $25,000 (part of total fees) | Foregone for FY2025 |
| Chair, Compensation Committee (Cash) | $15,000 (part of total fees) | Foregone for FY2025 |
| Total Cash Fees Earned (2024) | $90,000 | $0 planned for FY2025 (foregone) |
Notes: Director cash retainers are paid quarterly in arrears; no per-meeting fees . Committee and leadership fee schedule per policy: Audit Chair $20k; Audit member $10k; Comp Chair $15k; Comp member $7.5k; N&G Chair $10k; N&G member $5k; Chair/Lead Independent $25k .
Performance Compensation
| Award Type | Grant/Terms | Value/Size | Vesting |
|---|---|---|---|
| Annual RSU (all directors) | Fixed 13,513 shares granted at each annual meeting | 13,513 shares per year | Vests earlier of one year or day before next annual meeting, subject to service |
| RSU (Non-Exec Chair)—Annual | Chair receives annual RSUs valued at $300,000 (replaces standard annual RSU) | $300,000 value per year (rounded to whole shares) | Time-based; vests per annual RSU schedule |
| Option (Non-Exec Chair)—One-time | One-time nonstatutory option valued at $300,000; 10-year term | $300,000 grant-date fair value | Vests 1/3 annually on each anniversary, subject to service |
| 2024 Stock Awards (reported) | Director compensation table (aggregate grant-date fair value) | $158,237 | Per underlying RSU/option schedules |
| Latest Form 4 (2025 annual RSU) | Acquisition (non-open market) of 13,513 RSUs on Oct 13, 2025 | 13,513 shares; price $0 | Per annual RSU schedule |
Performance metrics: Director equity is time-based; no performance metrics (TSR/EBITDA/etc.) are disclosed for director awards, indicating primarily service-conditioned vesting rather than performance-conditioned awards .
Other Directorships & Interlocks
| Company | Sector | Role/Committee | Interlock/Conflict Notes |
|---|---|---|---|
| CHC Helicopter | Aviation services | Chairman | No ESS commercial tie disclosed; sector adjacency only |
| Key Energy Services | Oilfield services | Chairman | No ESS commercial tie disclosed; sector adjacency only |
| Seadrill (NYSE: SDRL) | Offshore drilling | Director | No ESS commercial tie disclosed; public board role |
Network note: Significant energy-sector board history including restructuring/special committee leadership at multiple issuers (e.g., Gastar, Rosehill), reflecting extensive familiarity with investor-controlled entities and strategic alternatives processes .
Expertise & Qualifications
- Education: BS (Tulane) and ScM (MIT) in Chemical Engineering; MBA (Stanford) .
- Expertise: 40+ years in energy strategy, finance, transactions, and midstream investments; former Managing Director at Global Infrastructure Partners; former Managing Director/practice leader at Booz & Company .
- Board credential: Extensive public/private energy board leadership; financial and transactional expertise applicable to compensation committee chair duties .
Equity Ownership
| Metric | Value |
|---|---|
| Total Beneficial Ownership (Aug 31, 2025) | 33,717 shares |
| Ownership as % of Shares Outstanding | <1% |
| Composition | 25,487 shares + 8,230 options exercisable within 60 days |
| Outstanding Director Awards (Dec 31, 2024) | 18,999 shares under stock awards; 12,345 options |
| Hedging/Pledging | Prohibited by Insider Trading Policy (no short sales, options, hedging, or pledging; no margin accounts) |
Board Governance
| Topic | Details |
|---|---|
| Committees | Compensation (Chair: Quarls; members: Garabedian, Teamey) |
| Independence | All directors independent under NYSE rules; Quarls is lead independent director |
| Attendance | Board held 17 meetings in 2024; Quarls met ≥75% attendance threshold |
| Executive Sessions | Non-employee director executive sessions held periodically |
| Clawback Policy | Adopted Nov 2023; non-discretionary recovery of excess incentive pay for restatements per SEC/NYSE rules |
Fixed Compensation (Detail for 2024)
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $90,000 |
| Stock Awards (grant-date fair value) | $158,237 |
| Option Awards | $0 (reported 2024) |
| Total | $248,237 |
2025: Directors agreed to forego cash fees for FY2025; policy otherwise provides $50,000 annual director retainer plus $25,000 Chair/Lead Independent fee and committee fees as applicable .
Insider Trades (Recent)
| Date | Type | Shares | Price | Source |
|---|---|---|---|---|
| Oct 13, 2025 | Acquisition (non-open market RSU grant) | 13,513 | $0.00 | |
| Oct 15, 2025 (ref) | Form 4 filing notice | — | — | |
| Oct 13, 2025 (summary) | RSU grant summary (non-open market) | 13,513 | $0.00 |
Note: ESS Insider Trading Policy prohibits hedging/pledging/derivative transactions by directors, reinforcing alignment and risk mitigation .
Governance Assessment
-
Positives
- Independent Chair and lead independent director structure enhances oversight and board effectiveness; separation from CEO role supports independence .
- Compensation Committee chaired by Quarls; independent composition; committee charter includes clawback policy oversight and executive pay risk review .
- Directors voluntarily forewent cash retainers for FY2025, signaling cost discipline and alignment amid financing needs .
- Clawback policy adopted in Nov 2023 per SEC/NYSE requirements; strengthens accountability over incentive pay .
- Prohibitions on hedging/pledging/margin use reduce misalignment risks, supporting long-term shareholder alignment .
-
Potential Conflicts/Red Flags
- July 2025 bridge financing: Company issued short-term promissory notes to “certain directors and members of management” with 15% exit fee and issued warrants at $3.48; names not specified—repayment occurred within two weeks; nonetheless, related-party financing warrants scrutiny and robust Audit Committee oversight .
- Honeywell-related agreements (equity investment, warrants, supply agreement, sale-leaseback of equipment) create material related-party exposure; Audit Committee monitors related-party transactions per charter .
- Ongoing use of standby equity purchase agreement (YA II PN, LTD) and warrant approvals implies dilution risk; board seeks shareholder approval for issuance above NYSE exchange cap .
-
Attendance/Engagement
- Board met 17 times in 2024; Quarls met attendance thresholds (≥75%), supporting engagement .
-
Independence
- Board determined all directors (including Quarls) are independent under NYSE standards; no family relationships among directors/executives .
-
Committee Effectiveness
- Charters specify oversight of compensation risk, governance conflicts, and related-party transactions; independent membership across committees is disclosed .
Overall, Harry Quarls’ governance profile features independent board leadership, compensation committee stewardship, strong policy frameworks (clawback, hedging ban), and satisfactory attendance, balanced against heightened related-party financing and commercial arrangements requiring vigilant committee oversight and clear disclosures to maintain investor confidence .
Notes and Sources
- Board composition, roles, independence, and committees: .
- Director compensation policy and amounts: .
- Education and background: .
- Beneficial ownership: .
- Insider trading policy and clawback: .
- Related-party transactions (Honeywell, SBE affiliates, bridge financing): .
- Share issuance proposal/financing context: .
- Form 4 (Oct 13, 2025) RSU grant references: .