Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Chief Financial Officer
On January 19, 2023,
Mr. Randall Gonzales informed Eos Energy Enterprises, Inc. (the “Company”) of his intention to resign as Chief Financial
Officer, effective as of January 23, 2023 (the “Separation Date”). Mr. Gonzales’
decision to resign was based on personal reasons and was not due to any disagreement with the Company on any matter relating to its operations,
policies or practices. Mr. Gonzales will continue to serve as Chief Financial Officer through the Separation Date.
In connection with his
resignation, Mr. Gonzales entered into a separation agreement with the Company. Mr. Gonzales’ separation agreement provides that,
subject to his execution and non-revocation of a release of claims: (i) the vesting of 104,493 of his unvested restricted stock units
will accelerate, (ii) his previously granted performance options will be amended to allow for the unvested performance options to remain
outstanding subject to the achievement of the existing performance goals and the vested performance options (whether vesting before or
after the Separation Date) to remain outstanding until the earlier of Mr. Gonzales exercising the options or the expiration of the options
on June 16, 2032, (iii) Mr. Gonzales will receive a cash bonus for 2022 in proportion and to the extent one is paid to our executive officers,
and (iv) the Company will pay Mr. Gonzales’ COBRA continuation coverage for six months following the Separation Date. Mr. Gonzales
also agreed to cooperate with the Company’s executive management team through July 31, 2023 in connection with the transition of
projects and matters with which he has familiarity and agreed that he will continue to be subject to the restrictive covenants set forth
in his employment agreement with the Company.
Appointment of Chief Financial Officer
On January 19, 2023,
the Board of Directors of the Company (the “Board”) appointed Nathan Kroeker (age 46) to serve as the Company’s
Chief Financial Officer, effective January 23, 2023 (the “Commencement Date”).
Prior to joining the
Company, from 2010 to 2020, Mr. Kroeker served as Chief Financial Officer and then as Chief Executive Officer of Spark Energy, a retail
energy services company. As Spark Energy’s Chief Executive Officer, he led the company through its initial public offering and subsequent
mergers and acquisitions transactions. From 2009 to 2010, Mr. Kroeker served as Senior VP, Head of Energy Finance for Macquarie Bank,
and from 2004 to 2009 worked for Direct Energy, a provider of home and business energy services, ultimately becoming VP of Finance. Mr.
Kroeker began his career in public accounting with Coopers & Lybrand and Arthur Andersen, before transitioning into transaction advisory
with Ernst & Young. Mr. Kroeker holds a Bachelor of Commerce in Accounting from University of Manitoba in 1997, and is a Certified
Public Accountant.
In connection with his
appointment, on January 20, 2023, the Company entered into an employment agreement with Mr. Kroeker (the “Employment Agreement”),
pursuant to which Mr. Kroeker will receive an annual base salary of $440,000, and will be eligible
for a year-end target annual cash bonus of 50% of his annual base salary, with the actual bonus to be determined based on performance.
In
addition, upon commencing his employment with the Company, Mr. Kroeker will also receive a grant of 300,000 restricted stock units of
the Company (the “RSU Initial Grant”) that vest subject to continued employment, in three equal annual installments
on each anniversary of the Date of Grant (defined below), provided that if the total aggregate value of the RSU Initial Grant remains
less than $2,000,000 on July 3, 2023, then, contingent upon Executive’s continued employment through July 3, 2023, the Company will
grant Mr. Kroeker up to 200,000 additional restricted stock units (the “Follow On Grant”) such that the total aggregate
value of the restricted stock units as measured on July 3, 2023 is up to, but not in excess of, $2,000,000.
The Date of Grant for
the RSU Initial Grant will be the Commencement Date, and the Date of Grant for any Follow On Grant will be July 3, 2023.
Mr.
Kroeker will also be eligible for annual long-term incentive grants commensurate with his position, beginning with the annual grant to
senior executives in 2023.
The Employment Agreement
also provides that if Mr. Kroeker’s employment is terminated by the Company without Cause (as defined in the Employment Agreement)
or by Mr. Kroeker for Good Reason (as defined in the Employment Agreement), then, subject to Mr. Kroeker’s execution and non-revocation
of a release of claims, Mr. Kroeker will be entitled to receive: (i) any accrued but unpaid base salary and vacation earned through the
date of termination, (ii) twelve months of continued base salary, (iii) a prorated annual bonus based on actual performance, (iv) full
vesting of outstanding service-vesting equity awards (including the restricted stock units granted pursuant to the Employment Agreement)
and (v) certain supplemental payments relating to continued participation in the Company’s health, dental and vision plans pursuant
to COBRA for up to twelve months following termination of employment.
The Employment Agreement
also includes customary confidentiality and assignment of intellectual property obligations, as well as non-competition and non-solicitation
restrictions (both of employees and business relationships) that continue for 12 months following termination of employment.
There are no arrangements
or understandings between Mr. Kroeker and any other persons pursuant to which he was selected as an officer of the Company, and Mr. Kroeker
is not related to any other executive officer or director of the Company. Mr. Kroeker has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The foregoing summary
description of the Separation Agreement and the Employment Agreement are not complete and are subject to, and qualified in their entirety
by reference to, the full text of the Separation Agreement, which is filed as Exhibit 10.1 to this Form 8-K and the Employment Agreement,
which is filed as Exhibit 10.2 to this Form 8-K and, in each case, are incorporated herein by reference.
A copy of the press release
announcing the actions described above is provided as Exhibit 99.1 to this Current Report.