Item 5.02 Departure of Directors or Certain Officers? Election of Directors?
Appointment of Certain Officers? Compensatory Arrangements of Certain Officers.
(c) On May 5, 2020, the Board of Directors (the "Board") of Energy Recovery,
Inc. (the "Company") appointed Mr. Robert Yu Lang Mao, age 76, as President and
Chief Executive Officer effective immediately. Mr. Mao had been named as the
interim President and Chief Executive Officer on November 1, 2019. Mr. Mao will
retain his board seat and chairmanship in his new position. Mr. Mao has served
as a member of our Board of Directors since 2010 and was appointed Chairman of
the Board in March 2019, effective in June 2019. Mr. Mao's compensation in
connection with his role as President and Chief Executive Officer has not yet
been determined and will be set by the Company's Compensation Committee at a
later date, at which time the Company will file an amendment to this Current
Report on Form 8-K to disclose the material terms of such arrangement. In
addition, the Board appointed Ms. Pamela Tondreau, age 60, a member of our
Board, to succeed Mr. Arve Hanstveit as the Board's Lead Independent Director.
Mr. Mao has more than thirty years of executive experience in the technology and
telecommunications industries across Asia, the United States, and Europe. In
addition to serving on Energy Recovery's Board, he is currently a member of the
Board of Directors of Ubee Interactive Corporation, a privately held supplier of
broadband access equipment and devices to multimedia and telecom service
providers worldwide. Mr. Mao also previously served on the Board of Directors of
Hon Hai Precision Ind. Co. Ltd (Foxconn), the world's largest contract
manufacturer supplying high tech products to world leading companies including
Apple, Amazon, Dell, Microsoft, and Hewlett-Packard Company (Hewlett-Packard).
In 2013, Mr. Mao was named Chairman, China Region for Hewlett-Packard Company
(Hewlett-Packard). He retired from Hewlett-Packard in 2016. Mr. Mao served as
Chief Executive Officer of 3Com Corporation (3Com) from 2008 to 2010 and
completed the sale of 3Com to Hewlett-Packard in 2010. Mr. Mao was also a member
of the Board of Directors of 3Com from 2007 to 2010. 3Com was a Nasdaq listed
S&P 500 company providing computer networking and security solutions and
products to public and private enterprises worldwide. Prior to 3Com Corporation,
he worked for Nortel Networks, a broad-based communications technology company,
as Chief Executive Officer of the company's Greater China operations from 1997
to 2006. Before joining Nortel, he was regional president of the Greater China
region for Alcatel-Lucent from 1995 to 1997. He also held executive positions at
Alcatel and ITT in Asia and the United States. Mr. Mao holds a B.S. in Material
Science and a M.S. in Metallurgical Engineering from Cornell University and a
M.B.A. in Management from the Massachusetts Institute of Technology (MIT).
Mr. Mao has no family relationships with any current director, director nominee,
or executive officer of the Company, and there are no transactions or proposed
transactions, to which the Company is a party, or intended to be a party, in
which Mr. Mao has, or will have, a material interest subject to disclosure under
Item 404(a) of Regulation S-K.
A copy of the press release announcing Mr. Mao's appointment is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
99.1 Press Release Dated May 7, 2020.
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