Kyle Teamey
About Kyle Teamey
Kyle Teamey, 49, has served as an independent director of ESS Tech, Inc. (GWH) since August 2019. He is Managing Partner, Planetary Health at RA Capital (since January 2023), and previously held investing and operating roles across energy, materials and advanced manufacturing, including Breakthrough Energy Ventures (2018–2023; consultant through November 2024), In-Q-Tel (2015–2018), Liquid Light (CEO, 2009–2015), and DARPA/Ascend Intel; he is a U.S. Army veteran (active duty 1998–2004; retired as a Colonel in the U.S. Army Reserve in 2022). He holds a B.A. in Environmental Engineering (Dartmouth), an M.A. in International Finance & Energy Policy (Johns Hopkins SAIS), an M.S. in Materials Science (Columbia), and a Masters of Strategic Studies (U.S. Army War College), and is an inventor on 26 issued U.S. patents .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RA Capital (Planetary Health) | Managing Partner | Jan 2023–present | Leads investments in energy, manufacturing, mining, agriculture, environmental services |
| Breakthrough Energy Ventures | Partner (then consultant) | Jul 2018–Jan 2023 (Partner); Jan 2023–Nov 2024 (consultant) | Focus on sustainable energy and related technologies |
| In-Q-Tel | Principal | May 2015–Jul 2018 | Investments in energy, materials, advanced manufacturing |
| Liquid Light, Inc. | Chief Executive Officer | Oct 2009–Mar 2015 | CO2-to-chemicals electrochemistry; acquired by Avantium |
| Redpoint Ventures | Entrepreneur in Residence | Feb 2008–Oct 2009 | Company formation in energy/materials |
| DARPA / Ascend Intel | Program lead/developer | Prior to 2008 (dates not specified) | Developed TiGR situational awareness software (spun out; acquired by General Dynamics) |
| U.S. Army | Officer (active duty); Colonel (USAR) | Active duty Jun 1998–Dec 2004; retired USAR 2022 | Vetting and leadership credentials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various privately held companies | Director | Ongoing | Serves on boards of several private companies (not named) |
Board Governance
- Board structure: Seven directors; all determined independent under NYSE rules; classified board with staggered three-year terms. Teamey is a Class II director with current term expiring in 2026 .
- Committee assignments: Member, Compensation Committee (chair: Harry Quarls); Member, Nominating & Corporate Governance Committee (chair: Sandeep Nijhawan). Teamey is not a chair of any committee .
- Board leadership: Roles of Chair and CEO are separated; Harry Quarls serves as non-executive Chair and is the lead independent director under NYSE rules .
- Attendance and engagement: In 2024, the board held 17 meetings; all directors met at least 75% attendance across board and committee meetings except Raffi Garabedian (65%). Teamey met or exceeded the 75% threshold. Non-employee directors hold executive sessions periodically as required by NYSE .
- Committee activity levels (2024): Audit (5 meetings), Compensation (3), Nominating & Corporate Governance (4) .
- Independence reaffirmed: The board reviewed backgrounds, affiliations, beneficial ownership and related person transactions and determined each director, including Teamey, is independent under NYSE standards .
Fixed Compensation
- Policy framework: Outside Director Compensation Policy provides an annual cash retainer of $50,000; committee and leadership retainers as below. In January 2025, the board revised equity awards to a fixed-share annual RSU grant. Directors agreed to forego cash compensation for fiscal 2025 under the policy .
| Role/Position | Annual Cash Retainer ($) |
|---|---|
| Board Member | 50,000 |
| Chair of Board / Lead Independent Director | 25,000 |
| Audit Committee – Chair / Member | 20,000 / 10,000 |
| Compensation Committee – Chair / Member | 15,000 / 7,500 |
| Nominating & Corporate Governance – Chair / Member | 10,000 / 5,000 |
- 2024 actuals for Teamey:
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Kyle Teamey | 62,500 | 158,237 | — | 220,737 |
Performance Compensation
- Equity program: Initial RSU on first joining the board valued at $200,000 (time-vested over three years); ongoing annual RSU of 13,513 shares at each annual meeting (one-year vest). Non-executive Chair receives a one-time $300,000 option (10-year term; three-year vest) and an annual RSU of $300,000 in lieu of the standard annual award .
- 2024 equity for Teamey: $158,237 grant-date fair value (time-based RSUs); no options .
- Performance metrics: No performance-vested equity metrics disclosed for directors; RSUs are time-based .
| Component | Metric / Terms | Detail |
|---|---|---|
| Initial Equity | RSUs | $200,000 value; vests 1/3 annually over 3 years |
| Annual Equity | RSUs | 13,513 shares; vests at next annual meeting or 1-year anniversary |
| Chair Supplemental | Options + RSUs | $300,000 option (10-year, 1/3 annual vest) and $300,000 annual RSUs |
| 2024 Teamey Equity | RSUs (time-based) | $158,237 grant-date fair value; no options |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Teamey; he serves on boards of several private companies (not named) .
- Shareholder designee rights: Under a Stockholders’ Agreement, SB Energy (SBE) and Breakthrough Energy Ventures (BEV) each retain the right to designate a board member while owning ≥5% of voting stock; the current SBE designee is Rich Hossfeld. The proxy does not identify BEV’s designee by name .
- Compensation committee interlocks: None—no ESS executive served on another company’s compensation committee with an ESS director during 2024 .
Expertise & Qualifications
- Sector expertise: Energy, electrochemistry, advanced manufacturing and materials investing; venture and corporate development experience (BEV, In-Q-Tel) .
- Technical credentials: 26 issued U.S. patents in electrochemistry and chemical engineering .
- Education: Dartmouth (B.A. Environmental Engineering); Johns Hopkins SAIS (M.A. International Finance & Energy Policy); Columbia (M.S. Materials Science); U.S. Army War College (Masters of Strategic Studies) .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % Outstanding | Notes |
|---|---|---|---|
| Kyle Teamey | 11,714 | <1% | As of Aug 31, 2025 |
| Outstanding Awards (12/31/2024) | RSUs Outstanding (#) | Options Outstanding (#) |
|---|---|---|
| Kyle Teamey | 13,513 | — |
- Hedging/pledging: Company policy prohibits directors and employees from pledging company securities or engaging in hedging/derivatives (e.g., collars, swaps) on company stock .
Governance Assessment
- Independence and engagement: Teamey is affirmed independent under NYSE rules and met the ≥75% attendance threshold in 2024, signaling baseline governance effectiveness. Board and committee activity levels (17 board meetings; Audit 5, Comp 3, N&G 4) indicate a material governance workload .
- Committee influence: As a member of Compensation and Nominating & Governance, Teamey participates in executive pay oversight, clawback policy administration, succession planning, board composition and independence reviews—core levers for governance quality .
- Pay alignment: Director pay mix skews to equity; Teamey’s 2024 compensation was ~72% equity ($158,237 stock awards) and ~28% cash ($62,500). In 2025, the board agreed to forego cash retainers, increasing alignment but also reflecting liquidity discipline amid capital needs .
- Ownership and skin-in-the-game: Teamey beneficially owns 11,714 shares (<1%) and had 13,513 RSUs outstanding at year-end 2024—meaningful but not large; policy restrictions on pledging/hedging support alignment .
- Conflicts/related parties: No Teamey-specific related-party transactions disclosed. Company-level related-party dynamics include SBE/Honeywell commercial and financing arrangements and bridge notes with warrants issued to “certain directors and members of management,” without naming participants. Audit Committee oversees related-party reviews under the policy; continuing vigilance is warranted (particularly around financing structures and asset sale-leaseback with Honeywell’s affiliate) .
- Board structure: Non-executive Chair also serves as lead independent director, with all directors independent—this concentrates leadership oversight but maintains an independent board profile under NYSE standards .
Potential RED FLAGS to monitor
- Related-party financing and commercial arrangements (e.g., Honeywell investments/warrants, UOP supply/leaseback; bridge notes with director participation) create appearance risks requiring robust Audit Committee oversight and transparent disclosure .
- Capital structure actions (standby equity purchase agreement; potential dilution scenarios) underline the importance of strong governance around financing decisions; board members on Compensation and N&G (including Teamey) should ensure alignment and investor communication quality .
References:
- Board composition, ages/classes, independence, leadership, committees, attendance:
- Teamey biography, tenure, education, patents:
- Director compensation policy and 2025 cash foregone; fee schedule; equity structure:
- 2024 director compensation and outstanding awards (Teamey):
- Beneficial ownership (Teamey):
- Insider trading policy (no hedging/pledging):
- Related person transactions (SBE/BEV board rights; Honeywell/UOP agreements; bridge notes/warrants; sale-leaseback):