Thomas Ertel
About Thomas Ertel
Thomas Ertel (age 69) has served as an independent Class II director of Energy Vault Holdings, Inc. since 2022; his current Board term expires at the 2026 annual meeting . He is the Audit Committee Chair and is designated an “audit committee financial expert,” with deep accounting leadership experience at Ernst & Young and Arthur Andersen and a BS in Accounting from Ball State University (active CPA in Indiana since 1980) . He is currently Senior Vice President and Chief Accounting Officer at Strada Education Foundation, a nonprofit focused on education-to-employment pathways . The Board has affirmatively determined that Ertel is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arthur Andersen LLP | Partner; various roles over 25 years | Prior to June 2002 | Built extensive audit/transactions expertise; foundation for audit committee financial expert status . |
| Ernst & Young LLP | Partner | Jun 2002–Jun 2017 | Senior audit leadership; informs oversight of financial reporting and controls . |
| Strada Education Foundation | Senior Vice President & Chief Accounting Officer | Oct 2017–present | Leads accounting for nonprofit; enhances governance perspective on compliance and financial integrity . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Blackbaud, Inc. (Nasdaq: BLKB) | Director | Dec 2017–Sep 2021 | Prior public-company board experience; ended in 2021 . |
Board Governance
- Committee assignments and chairs (current): Audit (Chair: Ertel), Compensation (Member: Ertel), Nominating & Corporate Governance (not listed as member for Ertel) .
- Independence: The Board determined Ertel is independent; all three committees comprise independent directors .
- Attendance: The Board met four times in 2024; each director attended at least 75% of Board and applicable committee meetings; all seven directors attended the 2024 annual meeting .
- Board structure: CEO Robert Piconi serves as Chair; Larry Paulson is Lead Independent Director and presides over executive sessions at each regular meeting and at least one independent-only session annually .
| Director | Compensation Committee | Audit Committee | Nominating & Corporate Governance |
|---|---|---|---|
| Thomas Ertel | Member | Chair | — |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 75,000 | 174,706 | 249,706 |
| Program Element | Amount/Structure | Vesting | Change-of-Control Treatment |
|---|---|---|---|
| Annual cash retainer | $75,000 per year | Paid quarterly | N/A |
| Initial RSU grant | ~$200,000 value on appointment/election | Three annual installments | Vests in full if in service at change in control |
| Annual RSU grant | ~$100,000 value if ≥6 months of service before annual meeting | Vests fully by next annual meeting or one year after grant | Vests in full if in service at change in control |
| Committee chair RSU add-on | ~$15,000 to initial and ~$15,000 to annual grants for chairs | Same as underlying grant | Same as underlying grant |
Performance Compensation
| Performance Metrics Tied to Director Pay | Disclosure |
|---|---|
| None disclosed; director equity grants are time-based RSUs with standard vesting (no performance conditions) . |
Other Directorships & Interlocks
| Company | Type | Relationship/Interlock |
|---|---|---|
| Blackbaud, Inc. | Prior public board | Served as director (2017–2021); no current interlock with NRGV disclosed . |
| Related-party screening | Policy/oversight | Audit Committee oversees related-person transactions; none involving Ertel disclosed since Jan 1, 2023 . |
| Company related-party item (context) | Transaction | Patent license option with Continuum Renewables (affiliate of then-director Bill Gross) in 2023; not linked to Ertel . |
Expertise & Qualifications
- Audit and accounting expertise, including partner roles at EY and Arthur Andersen; BS in Accounting; active CPA since 1980 .
- Audit Committee financial expert designation and financial sophistication per SEC/NYSE standards .
- Prior public-company board experience at Blackbaud, supporting governance breadth .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Thomas Ertel | 94,840 | <1% | Includes 79,337 RSUs vesting within 60 days as of Mar 31, 2025 . |
| Stock awards outstanding (as of Dec 31, 2024) | 159,203 | N/A | Directors held no outstanding options as of Dec 31, 2024 . |
| Hedging/pledging | Prohibitions | Hedging prohibited; pledging prohibited without compliance approval under Insider Trading Policy . |
Governance Assessment
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Board effectiveness: Ertel’s role as Audit Chair and SEC/NYSE “financial expert” strengthens oversight of financial reporting, internal control, and related-party reviews—key for investor confidence in a scaling energy technology company .
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Independence and attendance: Independent status, committee independence, and satisfactory attendance underpin governance quality; full director attendance at the 2024 annual meeting supports engagement .
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Alignment and incentives: Director pay mix (cash retainer + RSUs) and anti-hedging/pledging policies support alignment; Ertel’s beneficial ownership is modest (<1%), with meaningful RSU holdings and near-term vesting .
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Conflicts and red flags: No Ertel-specific related-party transactions disclosed; company-level related-party item involved an affiliate of another director (Bill Gross) and was disclosed with Audit Committee oversight; compensation committee interlocks not present .
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RED FLAGS: None disclosed specific to Ertel (no pledging/hedging, no related-party transactions, no delinquent attendance) .