Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 8, 2021, Eos Energy Enterprises, Inc. (the "Company") appointed Jody
Markopoulos, age 49, to the position of Chief Operating Officer of the Company.
Ms. Markopoulos began her career at GE Power, where she held a number of
successive leadership roles deepening her supply chain expertise, power
generation knowledge and operational leadership. Following a six-year run as
Vice President of Sourcing, Markopoulos went on to be President & CEO of GE
Intelligent Platforms, a high technology controls, automation and software
company before going to GE Oil & Gas to lead the supply chain operations, and
eventually serving as Chief Operations Officer for GE Oil & Gas from 2015 to
2017. Ms. Markopoulos played an instrumental role in the creation and transition
of Baker Hughes from GE as part of the executive team, in her roles as Chief
Supply Officer of Baker Hughes from 2017-2018 and then Chief Transition Officer
from 2018 to 2020. Most recently she ran her own consulting firm since February
of 2020, leveraging 27 years of operating leadership, providing advisory
services to leading private equity, public and private companies. She has a
Bachelor of Science degree in Engineering & Management from Clarkson University.
There are no arrangements or understandings between Ms. Markopoulos and any
other persons pursuant to which she was selected as an officer, and she has no
direct or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Pursuant to the terms of an Offer Letter, dated as of February 19, 2021(the
"Offer Letter"), Ms. Markopoulos will receive an annual base salary equal to
$400,000, subject to annual review. She will also be eligible to receive an
annual performance bonus with a target annual bonus opportunity of 100% of her
annual base salary, based on the Company achieving its overall revenue goals and
Ms. Markopoulos achieving her individual performance objectives, in each case,
as established by the board of directors of the Company (the "Board"). The
rights and obligations set forth in the Offer Letter became effective upon Ms.
Markopoulos's appointment on March 8, 2021.
Subject to Board approval, Ms. Markopoulos will be eligible to receive an award
of 125,000 restricted stock units ("RSUs") under the Company's 2020 Incentive
Plan, as amended from time to time (the "Plan"), which will vest in three equal
annual tranches on each of the first three anniversaries of the grant date,
subject to Ms. Markopoulos's continued employment through each applicable
vesting date. Ms. Mastropoulos's RSUs are otherwise subject to the terms of the
Plan and the Company's form RSU award agreement under the Plan.
Ms. Markopoulos will be eligible to participate in any defined contribution
plan, any insurance program and any medical and other health benefit plan
sponsored by the Company for its employees. Ms. Markopoulos is entitled to paid
personal time off in accordance with the Company's paid time off policy. The
Company will also reimburse Ms. Markopoulos for her reasonable business expenses
pursuant to the Company's expense policy.
Ms. Markopoulos's employment is at will and may be terminated with or without
cause upon 30 days' prior written notice. In the event that Ms. Markopoulos's
employment is terminated by the Company without Cause (as defined in the
Markopoulos Agreement), she will be entitled to receive, in addition to her
accrued rights and subject to an execution of a release of claims against the
Company, continued payment of her annual base salary for six months. In
addition, in the event the Company successfully completes a Change in Control
(as defined in the Offer Letter) and the acquirer in such Change in Control does
not elect to continue Ms. Markopoulos's employment with the acquirer, Ms.
Markopoulos shall be entitled to receive, in addition to her accrued rights and
subject to an execution of a release of claims against the Company, continued
payment of her annual base salary for six months plus, to the extent any portion
of her RSUs are then-unvested, full accelerated vesting of such RSUs.
Ms. Markopoulos is subject to indefinite confidentiality and non-disparagement
covenants as well as non-competition and non-solicitation covenants during
employment and for twelve months after any termination of employment.
The foregoing description of the Offer Letter does not purport to be complete
and is qualified in its entirety by the terms and conditions of the Offer
Letter, which is included as Exhibit 10.1 to this Current Report and is
incorporated herein by reference.
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
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On March 10, 2022 the Board of Directors (the "Board") of the Company approved
an amendment to the Company's Code of Business Conduct and Ethics (the "Code")
to expand the definitions of "related persons" and "material customers," and to
implement certain technical and administrative amendments.
The foregoing description of the amendment to the Code is qualified in its
entirety by reference to the full text of the Code, which is available for
review or download in the Governance section of the Company's investor website,
www.investors.eose.com.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
Exhibit
Number Description of Document
10.1 Offer Letter, dated February 19, 2021 by and between the Company and Jody
Markopoulos.
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