Kelly Goodman
About Kelly Goodman
Kelly F. Goodman (age 45) is Interim Chief Executive Officer of ESS Tech (GWH) since February 13, 2025; she joined ESS in March 2022 as Vice President of Legal and has also served as Corporate Secretary since April 2022 . She has nearly 20 years of energy-legal experience (project development, technology agreements, project/corporate finance) and holds a B.A. from Santa Clara University and a J.D. from the University of Washington . Upon appointment as interim CEO, ESS announced a strategic pivot to target 12–24 hour long-duration storage for AI/data center loads and engaged advisors to evaluate potential commercial/financial transactions .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ESS Tech, Inc. | Interim Chief Executive Officer | Feb 13, 2025–present | Leads pivot to 12–24 hr LDES, Board engaged advisors to explore transactions |
| ESS Tech, Inc. | VP, Legal; Corporate Secretary | Mar 2022–Feb 13, 2025 (VP Legal); Apr 2022–present (Corp Sec) | Oversaw commercial, vendor, employment, and corporate legal matters; corporate governance |
| Energy consulting (independent) | Energy consultant | Jul 2020–Mar 2022 | Advised in energy/transmission; project development and financing support |
| Summit Power Group | VP, Commercial Transactions & Special Legal Counsel; prior roles | 2008–2022; VP Mar 2016–Mar 2022 | Led/completed commercial and financing workstreams for projects/transactions |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in SEC filings | — | — | No public company directorships disclosed in biography |
Fixed Compensation
| Metric | FY 2025 status |
|---|---|
| Annualized Base Salary ($) | $297,432 |
| Target Bonus (%) | Not disclosed; eligible for annual cash and stock performance bonus |
| Actual Bonus Paid ($) | Not disclosed |
Performance Compensation
| Plan/Metric | Description | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual incentive (company program) | Company uses corporate goals to assess executive bonuses; goals include technology, engineering, product development, operations/manufacturing, business development/sales, finance (and human capital in some years) | Not disclosed | Not disclosed | Not disclosed for Ms. Goodman | N/A (cash; equity may be used at committee discretion) |
| Equity awards | Company emphasizes RSUs; generally does not grant stock options | — | — | Individual grants for Ms. Goodman not disclosed | RSU vesting subject to award agreements/plan terms |
- Compensation recovery: ESS adopted a Dodd-Frank–compliant Compensation Recovery (clawback) Policy in Nov 2023 for non-discretionary recovery of excess incentive-based pay after an accounting restatement, fault not required .
- Incentive plan discretion: Compensation Committee may increase/reduce/eliminate individual awards and bonus pool; metrics can include revenue, EBITDA, TSR, cash flow, margins, etc. .
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Beneficial ownership (shares/% outstanding) | Not listed among named executive officers/directors in the Aug 31, 2025 security ownership table; no individual ownership disclosed for Ms. Goodman |
| Vested vs. unvested equity | Not disclosed for Ms. Goodman |
| Options (exercisable/unexercisable) | Company generally does not grant options to executives; no option awards disclosed for Ms. Goodman |
| 10b5-1 plan on file | Not disclosed |
| Pledging/Hedging | Insider Trading Policy prohibits pledging, margin, hedging, short sales, and trading in puts/calls by officers/directors |
| Stock ownership guidelines (executives) | Not disclosed |
| Clawback/Recoupment | Compensation Recovery Policy adopted Nov 2023; plan-level clawback/forfeiture applies to awards |
Employment Terms
- Appointment and role: Appointed Interim CEO and Principal Executive Officer effective February 13, 2025; continues as Corporate Secretary .
- Employment type: At-will; compensation (salary and bonus) adjustable at the Compensation Committee’s discretion .
- Indemnification: Company standard indemnification agreement in place .
- Severance/Change-of-control: No specific severance or CIC terms disclosed for Ms. Goodman; awards generally governed by plan documents (change-in-control treatment administered by board/committee) .
- Related-party/404(a): No family relationships; no material related-party transactions for Ms. Goodman disclosed .
- Insider trading controls: Prohibits hedging/pledging; company states compliance with federal securities laws and exchange rules in trading its own securities .
- Company-level capital actions that may affect equity-based incentives and dilution: 2025 proxy seeks approval to issue up to $25 million of equity under a standby equity purchase agreement and up to 129,312 warrant shares, potentially materially dilutive depending on price .
Investment Implications
- Pay-for-performance and alignment: Interim CEO compensation is modest in cash terms ($297k base) with eligibility for performance-based cash/equity, but no specific target bonus, grant sizes, or ownership stake is disclosed—limiting visibility into direct alignment vs. shareholder outcomes . The clawback policy and anti-hedging/pledging rules are alignment positives and reduce governance risk .
- Retention and transition risk: At-will status without disclosed severance/CIC protections suggests flexibility for the board but potential retention risk; broader management turnover (CEO transition and CFO termination) highlights organizational transition risk in 2025 .
- Trading/flow considerations: Lack of disclosed executive equity grants/vesting schedules for Ms. Goodman implies limited near-term insider selling pressure signals specific to her; however, company-level potential equity issuance (up to $25M) could be dilutive and an overhang near term .
- Execution set-up: Strategy pivot to 12–24 hour LDES for AI/data center demand profiles and evaluation of strategic alternatives create catalyst potential (contracts, partnerships, financing) but increase execution risk during an interim leadership period .