Robert Piconi
About Robert Piconi
Robert Allen Piconi, 54, is Energy Vault’s co‑founder, Chairman and Chief Executive Officer, serving as CEO and director since 2022, with a B.B.A. from the University of Notre Dame and an MBA from Northwestern University’s Kellogg School of Management . Under his tenure, FY24 revenue was $46.2m vs $341.5m in FY23, while EBITDA was -$127.4m vs -$105.3m in FY23, reflecting a challenging execution year; he elected to forgo his 2024 cash bonus despite a 20.5% corporate score to preserve the employee bonus pool . Values marked with an asterisk were retrieved from S&P Global and may not directly match company filings.*
Company performance (fiscal years):
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Revenues | $341,543,000* | $46,199,000* |
| EBITDA | -$105,259,000* | -$127,443,000* |
| Net Income - (IS) | -$98,443,000* | -$135,750,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Althea Group (formerly Pantheon Healthcare) | Chief Executive Officer; Board Member | 2014–2016 | Led integration and scaling after Permira acquisition of MESA; healthcare services platform building . |
| Danaher Corporation | Group Executive, Network Software & Security Platform group | 2012–2014 | Portfolio leadership within Danaher operating system; software/security exposure . |
| Spirent Communications | President & Chief Operating Officer | — | Executive leadership in telecom test/infrastructure industry . |
| Lucent Technologies (Bell Labs) | Executive leadership roles | — | Telecom infrastructure leadership roles of increasing responsibility . |
| BP/Amoco | Roles of increasing responsibility | — | Diversified energy experience pre/post BP–Amoco merger . |
| MESA Group Holdings | Founder & CEO | — (acquired 2014) | Built medical equipment services platform acquired by Permira (became Pantheon/Althea) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Althea Group | Board Member (as CEO) | 2014–2016 | Board service concurrent with CEO role . |
| Public company directorships (current) | — | — | No other current public-company boards disclosed for Piconi . |
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base Salary | $724,500 | $724,500 | 2024 increased from $690,000 as of Mar 1, 2024 . |
| Target Bonus (% of Salary) | 100% | — | Company uses target x corporate score x individual modifier . |
| Actual Cash Bonus Paid | $0 (board approved $177,855; CEO voluntarily forgone) | — | Corporate score 20.5% of target; CEO declined payout to preserve pool . |
| Retention Bonus | CHF 300,000, paid Apr/Jul/Oct 2024; 12‑month clawback per installment | — | Clawback if terminated for cause or voluntary separation within 12 months of each payment . |
| Perquisites (2024) | $388,758 total | — | Includes health allowance $27,408; car $30,770; medical physical $21,918; club fees $30,137; 401(k) match $1,969; tax prep $180,265; Swiss pension $94,892; bank holiday overtime $1,399 . |
Performance Compensation
2024 annual incentive framework and outcome:
| Corporate Objective | Weight | Assessment | Weighted Performance |
|---|---|---|---|
| Contract Bookings | 30% | 35% | 10.5% |
| Recognized Revenue | 20% | 0% | 0% |
| Gross Margin | 20% | 0% | 0% |
| EOY Unrestricted Cash | 20% | 0% | 0% |
| Safety | 10% | 100% | 10% |
| Total | 100% | — | 20.5% |
- Bonus determinations: Board set corporate achievement at 20.5%; awarded Piconi a bonus equal to 20.5% of target, which he declined; other NEO payouts adjusted for individual performance (e.g., 130% for Ladwa; 50% guaranteed for Beer) .
- Clawback: Company adopted an NYSE Rule 10D‑1 compliant compensation recovery policy in 2023 covering current and former executive officers; administered by Compensation Committee .
Key Piconi equity incentives and vesting mechanics:
| Grant Date | Type | Size | Vesting/Performance Conditions | Status/Notes |
|---|---|---|---|---|
| 11/10/2022 | Performance RSUs | 1,300,000 | 33.33% at $15; 33.33% at $17.50; 33.33% at $20 (20/30 trading days) by Feb 11, 2029 | Market‑based; subject to acceleration per agreement . |
| 12/16/2022 | Performance RSUs | 199,048 | 33.33% at $11; 33.33% at $13; 33.33% at $15 (20/30 trading days) by Dec 15, 2026 | Market‑based; subject to acceleration . |
| 05/19/2023 | Stock Options | 2,300,000 (766,590 ex.; 1,533,410 unex.) | Exercise $1.86; vest 3 equal annual tranches; expires 05/19/2030 | Time‑based; standard terms . |
| 03/07/2024 | RSUs | 3,100,000 | 33.2% on Mar 31, 2025; remainder in 8 equal quarterly installments thereafter | Time‑based; subject to acceleration . |
| 11/10/2022 | RSUs | 812,500 | 5 equal quarterly installments starting Feb 28, 2025 | Time‑based. |
| 12/16/2022 | RSUs | 199,447 | 4 equal quarterly installments starting Jan 31, 2025 |
Equity Ownership & Alignment
| Measure | Amount/Status | Notes |
|---|---|---|
| Total Beneficial Ownership | 19,917,816 shares (12.7% of outstanding) | Based on 154,242,940 shares outstanding as of Mar 31, 2025 . |
| Within-60‑day Vested/Exercisable | 1,404,046 RSUs; 1,533,180 options | Included in beneficial ownership per SEC rules . |
| Trust Holdings | 8,615,892 shares via Piconi Family 2021 Delaware Trusts (two trusts) | Piconi serves as investment advisor to both trusts . |
| Hedging/Pledging | Hedging prohibited; pledging prohibited without compliance approval | Company Insider Trading Policy (filed with 10‑K) . |
| Ownership Guidelines | Not disclosed | No executive or director ownership guideline policy disclosed in proxy. |
| Director Pay | No additional pay for Board service while CEO | CEO is compensated as employee only . |
Trading/vesting watchouts:
- Multiple RSU and option schedules create recurring vesting events beginning Jan–Mar 2025 (quarterly thereafter), and price‑based PSU tranches outstanding to 2026/2029 could unlock if share‑price hurdles are met, potentially adding supply upon vest settlement .
Employment Terms
| Provision | Base (non‑CIC) | Change in Control (CIC) | Other Terms |
|---|---|---|---|
| Cash Severance | 1x base salary + 1x target bonus | 2x base salary + 1.5x target bonus | Qualifying termination: without cause/for good reason/death/disability . |
| Bonus (prior year) | Earned but unpaid prior‑year bonus paid | Same | — |
| COBRA | Up to 12 months | Up to 18 months | Company‑paid continuation periods as specified. |
| Equity Acceleration | 50% of time‑based vest immediately; 50% of performance‑based vest at target immediately; remaining 50% of performance awards continue to vest to earlier of end of period or 2 years | 100% vesting of all unvested equity (performance at target) | Option exercise window extended 2 years post‑termination (subject to earlier expiry/CIC) . |
| Non‑compete/Non‑solicit | 12 months post‑termination | 12 months | Standard invention assignment/confidentiality covenants . |
| Target LTI Philosophy | Annual equity at least 4x (base + target bonus) | — | Signals equity‑heavy pay mix . |
| Tax Gross‑ups | Tax gross‑up on incremental taxes for expense reimbursements | Not a 280G gross‑up | Company reimburses tax prep fees; Swiss pension contributions . |
Board Governance
- Structure: Combined Chair/CEO (Piconi). Lead Independent Director is Larry Paulson, who approves agendas and leads executive sessions; independent committees are fully independent under NYSE rules .
- Board/Committee attendance: Board met 4 times in 2024; all directors attended at least 75% of board/committee meetings; all seven directors attended 2024 annual meeting .
- Classified board (three classes); Piconi is a Class III director (term expires at 2027 annual meeting) .
Committee composition:
| Committee | Chair | Members |
|---|---|---|
| Audit | Thomas Ertel | Ertel; Mary Beth Mandanas; Stephanie Unwin . |
| Compensation | Larry Paulson | Paulson; Theresa Fariello; Thomas Ertel . |
| Nominating & Governance | Mary Beth Mandanas | Mandanas; Theresa Fariello; Larry Paulson . |
Dual‑role implications:
- CEO/Chair concentration is mitigated by a designated Lead Independent Director and fully independent committees; nonetheless, combined roles can diminish perceived board independence in CEO evaluation and succession oversight .
Director Compensation (context)
- Non‑employee directors receive $75,000 cash retainer plus RSUs (initial ~$200,000; annual ~$100,000; +$15,000 for committee chairs), with time‑based vesting and full vest on CIC . Piconi, as CEO director, receives no additional director compensation .
Track Record, Value Creation, and Execution Risk
- 2024 scorecard: Corporate objectives achieved at 20.5% of target with zero attainment on revenue, gross margin, and year‑end unrestricted cash, offset by safety and partial bookings; Piconi forfeited his cash bonus .
- Financial trajectory: FY24 revenue and profitability declined vs FY23 amid business transition and recognition dynamics (see About section table) — reinforcing an equity‑heavy pay mix and retention bonuses in 2024 . Values retrieved from S&P Global.*
Compensation Structure Analysis
- Mix shifting toward RSUs vs options: Piconi’s 2024 equity was time‑based RSUs ($5.363m grant‑date value) with no new options, versus significant 2023 option awards — a de‑risking trend for the executive and potentially weaker pay‑for‑performance leverage if not paired with PSUs .
- Performance linkage: Company‑level annual metrics include Bookings, Revenue, Gross Margin, Unrestricted Cash, and Safety — explicit operating/financial KPIs; PSUs add multi‑year market‑based share price hurdles ($11–$20 thresholds) .
- Retention program: CHF 300,000 cash retention (with clawbacks) plus sizable 2024 RSUs (3.1m shares) indicate elevated retention focus through 2025–2027 .
- Clawback in place; no indication of option repricing or award modifications in 2024; equity grant timing policies avoid MNPI windows .
Risk Indicators & Red Flags
- Combined CEO/Chair role (mitigated by Lead Independent Director) .
- Significant perquisites and tax reimbursements/gross‑up on expense reimbursements (not a 280G gross‑up) .
- Large scheduled RSU vesting beginning 1Q25 can create supply overhang and selling pressure if 10b5‑1 plans convert vested shares into liquidity; hedging prohibited, pledging restricted .
- Related party transactions: none involving Piconi disclosed since 2023; a license with an affiliate of former director Bill Gross is noted (non‑Piconi) .
Equity Award Inventory (Piconi, as of Dec 31, 2024)
| Category | Count | Market/Exercise | Vesting |
|---|---|---|---|
| Time‑based RSUs | 812,500 | — | 5 equal quarterly tranches from Feb 28, 2025 . |
| Time‑based RSUs | 199,447 | — | 4 equal quarterly tranches from Jan 31, 2025 . |
| Time‑based RSUs | 3,100,000 | — | 33.2% on Mar 31, 2025; then 8 equal quarterly tranches . |
| Performance RSUs (market‑based) | 1,300,000 | — | $15/$17.50/$20 share‑price hurdles by Feb 11, 2029 . |
| Performance RSUs (market‑based) | 199,048 | — | $11/$13/$15 share‑price hurdles by Dec 15, 2026 . |
| Stock Options (exercisable) | 766,590 | $1.86 | 3 annual tranches; exp. May 19, 2030 . |
| Stock Options (unexercisable) | 1,533,410 | $1.86 | 3 annual tranches; exp. May 19, 2030 . |
Employment & Contracts (Key Terms Recap)
- Start/tenure: CEO and director since 2022; new employment agreement executed Nov 11, 2022 .
- Term/renewal: At‑will employment .
- Non‑compete/non‑solicit: 12 months post‑termination .
- Change‑of‑control protection: Double‑trigger; enhanced multiples; full acceleration at target .
- Post‑termination services: Option exercise window extended to 2 years (subject to earlier termination/expiry) .
Board Service History and Roles
- Board class and tenure: Class III director; term through 2027 annual meeting .
- Leadership: Chairman of the Board; Lead Independent Director is Larry Paulson .
- Committees: Piconi serves on none; all committees chaired by independent directors (Audit: Ertel; Compensation: Paulson; Nominating & Governance: Mandanas) .
- Attendance: At least 75% participation; full attendance at 2024 annual meeting .
- Independence: Board determined six of seven directors (excluding Piconi) were independent under NYSE rules; former director Bill Gross also independent during his service .
Investment Implications
- Alignment: Very high insider ownership (12.7%) with multi‑year RSUs/PSUs aligns Piconi to both operational KPIs (bookings, margin, cash) and share‑price outcomes ($11–$20 hurdles), but the 2024 mix skews toward time‑based RSUs, reducing performance sensitivity vs option/PSU‑heavy structures .
- Retention and supply: Large 2024 RSU grant (3.1m) and additional tranches from 2022 grants create recurring vest events starting 1Q25, a potential source of technical selling pressure as shares settle (subject to 10b5‑1 plans and tax withholding) .
- Governance: Combined CEO/Chair persists; mitigations include a Lead Independent Director and independent committees; investors focused on board independence may view the structure as a modest governance discount absent continued performance improvement .
- Pay outcomes vs results: The 2024 scorecard yielded only 20.5% corporate achievement with CEO voluntarily zeroing his cash bonus — a shareholder‑friendly signal — but negative revenue and EBITDA trends (FY24 vs FY23) underscore execution risk to equity‑heavy pay realization and PSU unlocks until growth and margin expansion return . Values retrieved from S&P Global.*
Citations:
- Company proxy (DEF 14A, April 10, 2025): .
Notes:
- Financial figures marked with an asterisk are sourced from S&P Global (GetFinancials) and may not directly match GAAP amounts in company filings. Values retrieved from S&P Global.