Rahul Patel

About Rahul Patel

Rahul Patel, age 55, has served as an independent director of Energous (WATT) since August 2019. He is Group General Manager of the Connectivity, Broadband and Networking Business Unit at Qualcomm Technologies, Inc. since December 2023, with prior senior leadership roles at Broadcom, HiFn, Samsung Semiconductor, Tritech Microelectronics, and EPSON/S‑MOS. He holds an MBA from Santa Clara University, an MS in Computer Science and Engineering from Arizona State University, and a B.Tech in Electronics & Communications Engineering from NIT Warangal, India . The Board has determined he is independent under Nasdaq standards .

Past Roles

External Roles

No other public company directorships are disclosed for Mr. Patel in the 2025 proxy .

Board Governance

• Independence: The Board has determined Rahul Patel is independent; all members of Audit, Compensation, and Corporate Governance & Nominating (CGN) Committees are independent .
• Committees: Compensation Committee Chair; Audit Committee Member; CGN Committee Member .
• Attendance: In 2024, the Board met 8 times; Audit 4; Compensation 2; CGN 2. All directors attended at least 75% of aggregate Board/committee meetings; all directors then serving attended the 2024 annual meeting of stockholders .
• Audit oversight: Serves on the Audit Committee; committee affirms member independence per Nasdaq/SEC and details its oversight of auditor independence and financial reporting .

Fixed Compensation

Policy schedule (non‑employee directors):

• Annual cash retainer: $25,000
• Committee fees: Audit Chair $20,000; Audit Member $10,000; Compensation Chair $15,000; Compensation Member $5,000; CGN Chair $10,000; CGN Member $5,000

Director-specific 2024 cash earned:

Notes:

• Compensation Committee did not engage a compensation consultant in 2024 .

Performance Compensation

Equity and vesting terms for non‑employee directors:

• Initial RSU upon appointment: Shares equal to $100,000/stock price; vests in 3 equal annual installments .
• Annual refresh RSU: Shares equal to $50,000/stock price; vests on first anniversary; capped at 1,250 shares/year; beginning after April 2025, annual grant is 15,000 RSUs capped at $50,000 value; Board Chair receives 1,000 RSUs (2,500 after April 2025), 1‑year vest .
• Change‑of‑control: Unvested director equity accelerates upon a change of control .
• Plan limits: Non‑employee director total value cap per year—$300,000 (non‑chair) and $500,000 (Chair), inclusive of cash fees and other plan awards; award values measured by 30‑day average closing price prior to grant .
• Individual award limits: ≤75,000 shares for Options/SARs; ≤75,000 shares for other share‑based awards in any calendar year .

2024 equity granted (fair value):

Performance metrics: None disclosed for director equity (RSUs are time‑based; no PSUs/TSR metrics for directors) .

Other Directorships & Interlocks

Expertise & Qualifications

• Technical/industry expertise in semiconductors, connectivity, consumer/mobile, and telecommunications; extensive executive and managerial experience .
• Financial literacy affirmed via Audit Committee membership; Board states all Audit Committee members are financially literate and independent .
• Education: MBA (Santa Clara), MS (Arizona State), B.Tech (NIT Warangal) .

Equity Ownership

Policy safeguards:

• Hedging/derivatives and pledging of company stock are prohibited by insider trading policy; applies to directors .

Governance Assessment

• Strengths: Independent director and Compensation Committee Chair with multi‑industry semiconductor operating background ; documented meeting engagement (≥75% in 2024) and annual meeting attendance ; conservative director equity values in 2024 relative to cash fees, indicating modest equity dilution impact ; robust prohibition on hedging/pledging and clear Audit Committee independence practices .
• Compensation structure: Time‑based RSUs with defined caps and change‑of‑control acceleration standard for directors; annual cash and committee fee schedule transparent; no compensation consultant engaged in 2024, reducing consultant conflict risk .
• Potential conflicts to monitor: Mr. Patel’s senior executive role at Qualcomm Technologies, Inc. (semiconductor connectivity) juxtaposed with Energous’ wireless power business; the 2025 proxy sections reviewed do not disclose any related‑party transactions involving Mr. Patel, but investors should monitor for any future commercial linkages requiring recusal .

RED FLAGS

• None disclosed regarding related‑party transactions, hedging/pledging, or low attendance in the 2025 proxy sections reviewed .