Rich Hossfeld
About Rich Hossfeld
Independent Class I director of ESS Tech, Inc. (GWH); age 46; director since October 2019. Currently Co‑CEO of SB Energy Global LLC; prior roles include Senior Vice President, Strategy & Investments at SB Energy, Partner at True North Venture Partners (2013–2018), vice president roles at First Solar, and corporate law associate at Cravath, Swaine & Moore LLP. Education: B.A. in Economics & Government (Claremont McKenna College) and J.D. (Duke University School of Law) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SB Energy Global LLC | Co‑Chief Executive Officer | Current | Affiliation grants SBE a board designee right at ESS; Hossfeld serves as SBE’s designee . |
| SB Energy (SoftBank subsidiary) | SVP, Strategy & Investments | Prior to Co‑CEO role (dates not specified) | Strategy and investments in utility‑scale solar, storage, technology . |
| True North Venture Partners | Partner | 2013–2018 | Venture investing in energy/cleantech . |
| First Solar, Inc. | Vice President (various) | Not disclosed | Leadership roles at a leading solar manufacturer (Nasdaq: FSLR) . |
| Cravath, Swaine & Moore LLP | Corporate Law Associate | Not disclosed | Legal training and transactional exposure . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SB Energy Global LLC | Co‑Chief Executive Officer | Current | Affiliate of SoftBank Group; SBE has ESS board nomination rights; Hossfeld serves as SBE’s designee . |
| Other public company directorships | — | — | None disclosed in the 2025 proxy biography . |
Board Governance
| Item | Detail |
|---|---|
| Board class and term | Class I; director since 2019; 2025 nominee to serve through 2028 if elected . |
| Independence | Board states all seven directors (including Hossfeld) are independent under NYSE rules . |
| Committees | Audit Committee member (current members: Wellman—Chair, Hossfeld, Niggli) . |
| Committee meeting cadence (2024) | Audit: 5 meetings; Compensation: 3; Nominating & Corporate Governance: 4 . |
| Attendance and engagement | Board held 17 meetings in 2024; each director attended ≥75% of board and committee meetings during their service period, except Raffi Garabedian (65%); implies Hossfeld ≥75% . |
| Board leadership | Non‑executive Chair: Harry Quarls . Executive sessions of non‑employee/independent directors held periodically . |
| Nomination rights / interlocks | Stockholders’ Agreement grants SBE and BEV one board designee each while ≥5% holders; Hossfeld is SBE’s designee . |
| Related‑party oversight | Audit Committee reviews/approves related party transactions . |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Fees earned (FY2024) | $60,000 | Actual cash paid/earned by Hossfeld in 2024 per director comp table . |
| Director annual cash retainer (policy) | $50,000 | Policy level (paid quarterly); no per‑meeting fees . |
| Audit Committee member retainer (policy) | $10,000 | Additional to base retainer . |
| 2025 cash decision | Directors agreed to forego payment of cash compensation for FY2025 under the policy | Signal of alignment/cash preservation . |
Performance Compensation
| Item | Detail |
|---|---|
| Stock awards (FY2024) | $158,237 grant‑date fair value (RSUs) . |
| Options (FY2024) | None for Hossfeld (—) . |
| Outstanding director equity at 12/31/2024 | 13,513 shares underlying stock awards; 0 options . |
| Annual director equity grant (policy) | RSUs covering 13,513 shares, granted on the annual meeting date; vest on the earlier of 1‑year from grant or day before next annual meeting, subject to service . |
| Initial director equity (policy) | RSUs valued at $200,000 on joining; vest in equal 1/3 installments annually, subject to service . |
| Performance metrics tied to director equity | None disclosed for non‑employee directors (time‑based RSUs) . |
Hossfeld Director Compensation Mix (trend)
| Year | Fees Earned (Cash) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2022 | $60,000 | $0 | $60,000 | Footnote: amounts payable to SBE per its internal requirements (as SBE designee) . |
| 2024 | $60,000 | $158,237 | $218,237 | Increased equity weighting vs. 2022 . |
Other Directorships & Interlocks
| Entity | Relationship | Key Details |
|---|---|---|
| SB Energy Global Holdings One Ltd. (SBE) | Significant stockholder with board nomination right | Hossfeld serves as SBE’s board designee at ESS; SBE retains nomination right while ≥5% holder . |
| Other public company boards | None disclosed | No other public company directorships listed for Hossfeld in proxy . |
Expertise & Qualifications
- Renewable energy operating and investing experience: executive leadership at SB Energy and investment roles at True North Venture Partners .
- Strategic, transactions, and legal training: Cravath corporate associate; JD from Duke; BA (Economics & Government) from Claremont McKenna .
- Industry operator exposure: vice president roles at First Solar (utility‑scale solar and storage context) .
Equity Ownership
| Beneficial Ownership (as of Aug 31, 2025) | Value |
|---|---|
| Shares beneficially owned | 833 shares; <1% of outstanding . |
| Additional Alignment Indicators | Status |
|---|---|
| Outstanding director RSUs (12/31/2024) | 13,513 shares outstanding; vests per policy . |
| Hedging/Pledging | Company policy prohibits pledging, short sales, options, and hedging by directors and employees . |
| Stock ownership guidelines (directors) | Not disclosed in proxy (no specific multiple stated) . |
Related‑Party Exposure
| Counterparty | Agreement | Key Terms | Current Status |
|---|---|---|---|
| SB Energy (affiliate via Hossfeld) | Non‑binding Framework Agreement (Mar 31, 2021) | Envisioned up to 2 GWh deployments 2022–2026; >$300M revenue opportunity at forecast prices/volumes; ESS to reserve capacity as forecasts finalize | To date, no orders placed; SBE has no obligation to place firm orders; future orders subject to negotiations . |
| SBE & BEV | Stockholders’ Agreement | Each entitled to designate one director while ≥5% ownership; Hossfeld is SBE’s designee | Active as of 2025 . |
| Honeywell (related party) | 2023 investment and IP/supply arrangements | $27.5M investment; warrants issued (exercise prices $28.35 and $43.50) expiring Sept 21, 2028; supply/IP agreements with UOP | Ongoing; several Honeywell‑affiliated warrants exercisable within 60 days of Aug 31, 2025 . |
Governance Assessment
-
Strengths
- Independent director under NYSE rules; serves on the Audit Committee, which meets regularly and oversees related‑party approvals—a critical mitigant given SBE ties .
- Attendance ≥75% in 2024 indicates engagement (board held 17 meetings) .
- 2025 decision for directors to forego cash retainers signals cash preservation and alignment with shareholders during capital‑constrained period .
- Anti‑hedging/pledging policy enhances alignment; executive compensation clawback policy adopted in Nov 2023 strengthens recourse framework (though clawback applies to executives) .
-
Risks / RED FLAGS
- Related‑party nexus: Hossfeld is SBE’s designee; SBE holds a significant stake and has a non‑binding multi‑year commercial framework with ESS. While the Audit Committee oversees related‑party transactions, the absence of firm orders to date and SBE’s discretion not to order introduce potential misalignment and perceived channel risk .
- Board nomination rights for SBE and BEV can concentrate influence among major holders; ongoing independence and conflict management remain essential .
- Low personal share ownership (833 shares as of Aug 31, 2025) and lack of disclosed director ownership guidelines may limit skin‑in‑the‑game optics, though director RSU grants partially address this .
-
Compensation structure observations
- Shift toward equity: Hossfeld had $0 stock awards in 2022 and $158,237 in 2024; equity weighting increased, enhancing long‑term alignment .
- Cash retainers align with policy math (base $50k + $10k audit member = $60k actual in 2024), and 2025 cash foregone strengthens alignment/cost control narrative .
Overall: Hossfeld brings deep sector and investment expertise and serves on the Audit Committee—positive for oversight. The SBE relationship (board seat and commercial framework) is the key governance watch‑item; continued transparent handling by the Audit Committee and sustained director equity participation are critical for investor confidence .