Raffi Garabedian

About Raffi Garabedian

Independent director of ESS Tech (GWH), age 59, serving since February 2021. Currently CEO and co‑founder of Electric Hydrogen Co. (since March 2021), with prior tenure as Chief Technology Officer at First Solar (2008–2020). He holds a B.S. in Electrical Engineering (Rensselaer Polytechnic Institute) and an M.S. in Electrical Engineering (UC Davis), and is named on approximately 28 issued U.S. patents .

Past Roles

External Roles

Board Governance

• Independence: Board determined all seven directors are independent under NYSE standards; Garabedian qualifies as independent .
• Board leadership: Roles of Chair and CEO separated; Chair and Lead Independent Director is Harry Quarls .
• Committees (current structure and cadence):
  • Compensation Committee: Members—Quarls (Chair), Garabedian, Teamey; held 3 meetings in 2024 .
  • Audit Committee: Members—Wellman (Chair), Hossfeld, Niggli; held 5 meetings in 2024 .
  • Nominating & Corporate Governance Committee: Members—Nijhawan (Chair), Niggli, Teamey; held 4 meetings in 2024 .
• Historical role: Garabedian previously chaired the Compensation Committee (2022) .
• Board attendance (engagement signal): Board held 17 meetings in 2024; Garabedian attended 65.0% of aggregate board/committee meetings due to scheduling conflicts (below typical 75% threshold). In 2022 he attended 73.3% of board meetings and 100% of the committee meetings on which he served .
• Executive sessions: Non‑employee directors meet in executive session periodically per NYSE rules .

Committee Assignments Over Time

Fixed Compensation

• Policy baseline (Director Compensation Policy): Annual cash retainer $50,000; committee/lead fees per schedule below. In January 2025, board revised equity to a fixed number of RSUs; directors agreed to forego cash compensation for fiscal 2025 .

• Actual cash earned (Garabedian): | Metric | 2022 | 2024 | |---|---|---| | Fees Earned or Paid in Cash ($) | 65,000 | 57,500 | | Stock Awards ($) | 113,518 | 158,237 | | Total ($) | 178,518 | 215,737 |

Performance Compensation

• Equity structure:
  • Initial RSU grant upon becoming director: value $200,000, vests in 1/3 annual installments .
  • Annual RSU grant: 13,513 shares each annual meeting, vests after one year or before next annual meeting .
  • 2025 change: equity awards specified as fixed shares; non‑executive chair receives supplemental option and larger RSU grants (chair‑specific) .

Vesting schedules: Standard director RSUs vest per annual cadence; options for directors carry 10‑year term and standard vesting (chair option terms disclosed for the non‑executive chair; director‑specific option detail limited) .

Other Directorships & Interlocks

• Public company directorships: None disclosed for Garabedian in ESS filings reviewed .
• Designation rights: SB Energy and Breakthrough Energy Ventures have nomination rights while holding ≥5%; SB Energy’s designee is Rich Hossfeld (potential board network linkage) .
• Customer/supplier interlocks: Honeywell-related agreements (investment, supply, warrants) exist at company level; no indication of Garabedian’s personal involvement in these transactions .

Expertise & Qualifications

• Manufacturing technology, strategy, product development, and management expertise; deep renewables experience .
• Education: B.S. RPI; M.S. UC Davis .
• Patents: Approx. 28 issued U.S. patents .

Equity Ownership

• Insider Trading Policy prohibits short sales, trading in derivative securities, hedging transactions, pledging, and margin accounts—aligns incentives and mitigates misalignment risk .
• Clawback Policy adopted Nov 2023 to recover excess incentive-based compensation for restatements per SEC/NYSE rules .

Director Compensation Voting and Elections

• 2024 Annual Meeting director election: Garabedian (Class III) received 99,216,167 votes for; 2,777,532 withheld; 40,426,068 broker non‑votes—indicates strong shareholder support in 2024 .
• 2025 Annual Meeting: Quorum issues led to reconvened meeting; stockholders approved director nominee (Hossfeld), auditor ratification, and NYSE share issuance proposal (context for broader governance climate) .

Related Party Transactions (Conflicts Overview)

• Honeywell agreements (investment, warrants, supply, and sale‑leaseback of stack assembly line): material counterpart relationships, with ongoing deferred revenue and warrant structures .
• Bridge financing (July 2025): Unsecured promissory notes to certain directors and management plus investor, repaid with 15% exit fee; warrants issued (exercise price $3.48; up to 129,312 shares)—Board seeking approval for warrant share issuance; names of participating directors not specified .
• SBE framework agreement: No orders placed to date; board designee linkage (Hossfeld) .
• Production tax credits: Agreement with SBE affiliate (SE Global Holdings) .
• Employment of related person: Niggli’s stepson employed in a non‑executive role with disclosed compensation; approved under policy .

Audit committee oversees related party transactions; written policy governs identification, review, and approval for fairness and best interests .

Compensation Committee Analysis

• Membership: Quarls (Chair), Garabedian, Teamey (all independent) .
• Responsibilities: Executive compensation approval, plan oversight, clawback policy administration .
• Consultant: Pearl Meyer engaged since 2021; independence assessed; supports benchmarking of senior executive and director compensation .

Governance Assessment

• Strengths:

  • Independent director with deep technology and manufacturing expertise; prior comp chair experience supports pay governance .
  • Strong shareholder support in 2024 election .
  • Anti‑hedging/pledging and clawback policies strengthen alignment and accountability .
  • 2025 decision to forego cash fees by directors increases equity alignment during a capital‑sensitive period .

• Concerns/RED FLAGS:

  • Attendance below 75% in 2024 (65%); similar softness in 2022 board attendance (73.3%)—risk to board effectiveness and engagement signal .
  • Company-level related party complexity (Honeywell financing/warrants; SBE framework; director/management bridge financing with warrants) requires vigilant oversight; while the audit committee reviews these, investors should monitor for dilution and conflicts (e.g., warrant approvals and sale‑leaseback economics) .
  • Limited disclosed personal share ownership (<1%); while policy prohibits hedging/pledging, ownership guidelines for directors are not disclosed—skin‑in‑the‑game visibility is modest .

• Implications:

  • If attendance improves and compensation oversight remains robust, Garabedian’s technical background is additive to ESS’s manufacturing pivot. Persistently low attendance warrants engagement with the Nominating & Governance Committee; capital transactions (SEPA/warrants) elevate the need for clear communication on director independence and conflict safeguards .

Appendix Data Tables

Board/Committee Attendance (Engagement)

Director Equity Ownership and Awards

Beneficial Ownership (Aug 31, 2025)

Director Election Results (May 17, 2024)