Sandeep Nijhawan
About Sandeep Nijhawan
Independent director at ESS Tech (GWH) since April 2023; Class II director with term expiring in 2026. Age 55 (as of 2025 proxy). Co‑founder and CEO of Electra (renewable-energy-powered iron/steelmaking); prior leadership roles across cleantech and materials. Education: B‑Tech Aerospace (IIT Kanpur), MS Aerospace and PhD Mechanical Engineering (University of Minnesota), MBA (IMD, Lausanne).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Electra | Co‑founder & CEO | May 2020–present | Leads decarbonized iron/steelmaking strategy |
| True North Venture Partners | Operating Partner | Feb 2018–Dec 2019 | Cleantech portfolio operating support |
| AquaHydrex | President | Feb 2018–Dec 2019 | Electrolyzer development for hydrogen economy |
| Staq Energy | President | Feb 2016–Dec 2019 | Distributed energy storage solutions |
| Intermolecular | Senior Vice President | Earlier career (dates not specified) | Accelerated R&D in semiconductors, PV, batteries, energy-efficient glass |
| Siorah Incorporated | Founder & CEO | Earlier career (dates not specified) | LED startup creation |
| Applied Materials (Nasdaq: AMAT) | Senior roles | Earlier career (dates not specified) | Advanced materials/manufacturing leadership |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Electra | Co‑founder & CEO | No (private) | Mission to decarbonize iron/steelmaking |
| Other public company directorships | — | None disclosed | No other public boards cited in proxy |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee member and chair; other members are Michael Niggli and Kyle Teamey.
- Independence: Board determined all directors were independent under NYSE standards (2025); specifically identified Nijhawan as independent (2024).
- Attendance: Board held 17 meetings in 2023; each director attended ≥75% of board and committee meetings except one departing director—implies Nijhawan met attendance threshold.
- Board structure: Classified board (three classes); Nijhawan is Class II; director since 2023; current term expires in 2026.
- Executive sessions: Non‑employee directors meet in executive session periodically per NYSE governance practices.
Fixed Compensation
Director cash and equity compensation (annual):
| Metric ($) | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | 37,088 | 60,000 |
| Stock Awards (grant‑date fair value) | 149,980 | 158,237 |
| Option Awards | — | — |
| Total | 187,068 | 218,237 |
Director fee schedule (policy):
| Position | Annual Cash Retainer ($) |
|---|---|
| Chair of the Board / Lead Independent Director | 25,000 |
| Audit Committee Chair | 20,000 |
| Audit Committee Member | 10,000 |
| Compensation Committee Chair | 15,000 |
| Compensation Committee Member | 7,500 |
| Nominating & Corporate Governance Chair | 10,000 |
| Nominating & Corporate Governance Member | 5,000 |
Performance Compensation
Equity award structure (director policy and vesting):
| Award Type | Grant Value/Count | Vesting | Performance Conditions |
|---|---|---|---|
| Initial RSU grant upon joining board | $200,000 (value) | 1/3 each anniversary from grant date (time‑based) | None disclosed (time‑based only) |
| Annual RSU grant (2024 policy) | $150,000 (value) | Vests on earlier of 1‑year anniversary or day prior to next annual meeting (time‑based) | None disclosed (time‑based only) |
| Annual RSU grant (2025 proxy) | 13,513 shares | Same as above (time‑based) | None disclosed (time‑based only) |
| Non‑executive Chair supplemental option grant | $300,000 option; 10‑year term | 1/3 each anniversary (time‑based) | None disclosed; applies only to Chair |
Outstanding director equity awards (Nijhawan):
| As of | Stock Awards (#) | Option Awards (#) |
|---|---|---|
| 12/31/2023 | 135,373 | — |
| 12/31/2024 | 13,513 | — |
No performance metrics (e.g., revenue/EBITDA/TSR) are tied to director compensation in the proxy; director equity is time‑based RSUs; options apply only to the non‑executive chair.
Other Directorships & Interlocks
| Company/Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Electra | CEO (private cleantech) | No ESS‑related transactions disclosed; no interlocks with ESS suppliers/customers noted. |
| Public company boards | None disclosed | None disclosed. |
Expertise & Qualifications
- Deep operating and technology leadership in electrochemistry, materials, energy storage, and decarbonization; prior senior roles at Intermolecular and Applied Materials; founder/CEO experience in LEDs.
- Advanced technical education (MS Aerospace, PhD Mechanical Engineering) and MBA; multidisciplinary expertise suited to nominating/governance oversight.
Equity Ownership
Beneficial ownership and alignment:
| Date (Record) | Shares Beneficially Owned | Ownership % of Outstanding | Notes |
|---|---|---|---|
| Feb 29, 2024 | — | — | No beneficial ownership reported at that date. |
| Aug 31, 2025 | 2,024 | <1% (asterisked) | Minimal direct ownership; RSUs outstanding separately. |
- Shares pledged/hedged: Not disclosed.
- Ownership guidelines for directors: Not disclosed in proxy; policy focuses on RSU grants and committee retainers.
Insider Trades
| Date | Transaction | Notes |
|---|---|---|
| May 24, 2023 | Form 4 for RSU acquisition | Filed later than prescribed due to company administrative error (disclosed in proxy). |
Governance Assessment
- Strengths: Independent director and chair of Nominating & Corporate Governance Committee, with clear charter responsibilities including succession planning, board composition, governance guidelines, and conflicts oversight.
- Engagement: Met ≥75% attendance threshold in 2023 amid a high meeting cadence (17 board meetings), indicating active participation.
- Compensation alignment: Director pay is primarily time‑based RSUs plus modest cash retainers; no performance metrics or discretionary bonuses for directors, reducing pay‑for‑performance risk in board comp.
- Ownership: Low personal shareholding as of Aug 31, 2025 (2,024 shares; <1%), though RSUs are outstanding—skin‑in‑the‑game is limited relative to large holders.
- Conflicts/related party exposure: Proxy discloses a related person employment tied to another director (Founding Chairman Niggli’s stepson), approved by the audit committee; no related‑party transactions noted for Nijhawan.
- Compliance: One late Form 4 in 2023 attributed to company administrative error; isolated and disclosed.
RED FLAGS: Low direct ownership (<1%) may be viewed as weak alignment relative to board influence; absence of performance conditions in director equity (time‑based RSUs) may signal lower at‑risk pay for directors.