David Roberson
EnergousAbout David Roberson
David Roberson (age 70) has served on Energous’ board since August 2022 and as independent Chairman since April 2024; he is also one of two members of the Office of the Chair overseeing strategic planning with management and the board . He is independent under Nasdaq rules and brings prior CEO, CFO and large-cap operating experience; education includes a B.A. in Social Ecology (UC Irvine) and J.D. (Golden Gate University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hitachi Data Systems | President & CEO; earlier corporate counsel | CEO 2006–2007; 26 years overall | Executive leadership in enterprise storage |
| Hewlett-Packard (HP) | SVP, Enterprise Servers, Storage & Networking | 2007–2011 | Led major infrastructure businesses |
| RoseRyan (acquired by ZRG Partners) | CEO; VP; Project Team Lead | CEO Jan 2020–Mar 2024; VP Dec 2018–Dec 2019; PTL Oct 2017–May 2018 | Led accounting/advisory firm through acquisition integration |
| Carney Technology Acquisition Corp. II (SPAC) | CEO, CFO and Chair of the Board | Dec 2020–Feb 2023 | Led public SPAC; capital markets experience |
| Push Technology Ltd. | Chairman | 2017–2021 | Oversight of data optimization business |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ZRG Partners – Interim Solutions Group | Head of Strategic Projects & Emerging Growth Solutions | Since Apr 2024 | Strategic advisory leadership |
| Spansion; Integrated Device Technology; International Game Technology; Quantum; Brocade | Public company director (prior) | Various years (prior roles) | Extensive public board service |
Board Governance
- Independence and leadership: The board determined Roberson is independent; he serves as independent Chair. The Office of the Chair (Roberson and CEO/CFO Burak) oversees strategy and engages closely with the board and stakeholders .
- Committees (current):
- Corporate Governance & Nominating: Chair (independent)
- Audit: Member (committee fully independent)
- Compensation: Member (committee fully independent)
- Meetings and attendance: In 2024 the board met 8 times; Audit 4; Compensation 2; Corporate Governance & Nominating 2; all directors attended at least 75% of the aggregate meetings of the board and committees on which they served . All board members then serving attended the 2024 annual meeting of stockholders .
- Shareholder alignment policies:
- Hedging/derivatives, short sales, and pledging as collateral are prohibited for directors .
- Equity awards are subject to clawback under company policy and applicable law .
Fixed Compensation
| Component (Policy) | Amount | Notes |
|---|---|---|
| Annual board retainer (non-employee) | $25,000 | Cash |
| Chair of the Board fee | $25,000 | Cash |
| Audit Chair / Member | $20,000 / $10,000 | Cash |
| Compensation Chair / Member | $15,000 / $5,000 | Cash |
| Corporate Governance & Nominating Chair / Member | $10,000 / $5,000 | Cash |
| David Roberson – 2024 Director Cash Fees | Amount ($) |
|---|---|
| Fees earned or paid in cash | 51,250 |
| Notable: waived cash fees for Q2 2024 | (18,750) waived |
- Committee-specific cash breakdown for Roberson isn’t itemized in the proxy; aggregate figure shown above .
Performance Compensation
| Element | Structure / Metric | 2024 Detail |
|---|---|---|
| Annual RSU (director) | $50,000 value divided by FMV; vests on 1st anniversary; limited to 1,250 shares per year; unvested RSUs accelerate on change of control | Roberson 2024 stock awards (grant-date fair value): $2,038 . Change-in-control acceleration applies to director equity . |
| Initial RSU (new director) | $100,000 value at appointment; vests in 3 equal annual installments | Applies upon initial appointment (historical) |
| Chair additional RSU | 1,000 shares; vests after one year; increases to 2,500 shares beginning after April 2025 | Policy detail |
| Plan performance metrics (plan-level, if used) | May include cash flow, EPS, EBIT/EBITDA, TSR, share price, revenue, etc. | Plan menu; director RSUs are time-based unless otherwise specified |
- Update after April 2025: Annual director grant set at 15,000 RSUs per non-employee director, capped at $50,000 value .
- No repricing, no evergreen, no tax gross-ups; awards subject to clawback; independent oversight by Compensation Committee .
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock with WATT |
|---|---|---|
| Spansion; Integrated Device Technology; International Game Technology; Quantum; Brocade (prior public boards) | Prior public company directorships | No related-party transactions disclosed with WATT for 2024–2023; board policies govern related-party review . |
Expertise & Qualifications
- Governance and finance: Prior public company board service; SPAC CEO/CFO and Chair; Audit Committee member at WATT; extensive enterprise infrastructure leadership at HP and HDS .
- Strategic oversight: Serves as independent Chair and member of Office of the Chair, providing objective oversight and strategic guidance .
- Legal/education: J.D. and BA in Social Ecology, supporting governance, risk and compliance literacy .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % Outstanding | Notes |
|---|---|---|---|
| David Roberson | 4,236 | <1% | As of April 16, 2025; based on 32,604,717 shares outstanding . |
| RSUs outstanding (12/31/2024) | 2,084 | n/a | Shares subject to outstanding stock awards held by Roberson . |
- Hedging and pledging of company stock are prohibited for directors .
Compensation Committee Analysis (structure and advisors)
- Composition: All independent directors; authority to retain consultants and advisors; did not engage a compensation consultant during 2024 .
- Oversight: Administers executive and director compensation policies and equity plans; can form subcommittees as appropriate .
Say-on-Pay & Shareholder Feedback
| Year | Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| 2023 | Say-on-Pay (NEOs) | 20,237,588 | 4,609,498 | 472,817 | 27,759,021 |
- The 2025 proxy states voting results will be disclosed via Form 8-K following the annual meeting (June 11, 2025) .
Related Party Transactions (conflicts check)
- The company reports no related-party transactions meeting SEC thresholds for 2024 or 2023; a written related-person transaction policy requires Corporate Governance & Nominating Committee review of any such matters .
Risk Indicators & Red Flags
- Attendance: All directors met the minimum 75% threshold in 2024 (adequate but not exemplary); monitor for continued engagement given small board size .
- Equity alignment: Roberson holds a modest number of shares and RSUs; director equity accelerates on change of control—standard but can lessen retention in a sale scenario .
- Hedging/pledging: Prohibited—positive for alignment .
- Compensation governance: No consultant used in 2024—cost-efficient but monitor for benchmarking rigor in volatile markets .
- Related-party exposure: None disclosed for 2024–2023—positive .
Governance Assessment
- Strengths:
- Independent Chair with deep operational and board experience; chairs the Corporate Governance & Nominating Committee and serves on Audit and Compensation—strong governance footprint .
- Clear anti-hedging/anti-pledging policy and clawback coverage for equity awards—investor-friendly .
- No related-party transactions—reduced conflict risk .
- Watch items:
- Attendance disclosure at “≥75%” suggests minimum compliance; continued monitoring for engagement is prudent .
- Director equity acceleration on change of control is standard but reduces post-transaction retention incentives .
Overall, Roberson’s independence, committee leadership, and prior large-cap and board experience support board effectiveness; policy guardrails (no hedging/pledging, clawback, no repricing) further bolster investor alignment, with limited conflict signals identified in disclosed periods .