ESS Tech, Inc. 8-K

What Happened
ESS Tech, Inc. (GWH) announced on January 6, 2026 (effective January 1, 2026) that Drew Buckley has been appointed Chief Executive Officer. Mr. Buckley joined ESS in August 2025 as Head of Capital Markets Strategy and previously spent 17 years at William Blair. His employment agreement sets an annual base salary of $425,000, a $50,000 signing bonus, eligibility for an annual cash bonus (target up to 90% of base), and a stock option to purchase 550,000 shares with standard multi‑year vesting and a 10‑year term. The agreement also includes severance and change‑in‑control protections and customary confidentiality, non‑compete and non‑solicit covenants.

The company also announced leadership appointments effective January 1, 2026: Kelly F. Goodman (Interim CEO since Feb 13, 2025) becomes Chief Strategy Officer and General Counsel, with an increased base salary of $360,000 and bonus targets (up to 90% of base for FY2025, up to 75% for FY2026, subject to performance). Kate Suhadolnik (Interim CFO since Aug 1, 2025) is named permanent Chief Financial Officer with a base salary of $360,000 and eligibility for an annual target bonus of up to 75% of base for FY2026.

Key Details

• Drew Buckley: base salary $425,000; $50,000 signing bonus; option to buy 550,000 shares (10‑year term).
• Bonus targets: Buckley up to 90% of base (FY2025 prorated at a target based on 75% of $375,000 for five months); Goodman eligible up to 90% (FY2025) and 75% (FY2026); Suhadolnik eligible up to 75% (FY2026).
• Severance for Buckley on a Qualified Termination: outside change‑in‑control — 9 months’ base pay, 9 months COBRA continuation, certain accelerated vesting and extended option exercise period; during change‑in‑control period — 24 months’ base pay, 12 months COBRA, full equity vesting.
• Vesting for Buckley’s option: 25% vests on the first quarterly vesting date after the first anniversary, then additional quarterly vesting (Quarterly Vesting Dates: Feb 20, May 20, Aug 20, Nov 20).

Why It Matters

• Leadership: Naming a CEO with capital‑markets and investor‑relations experience signals an emphasis on financial strategy, investor credibility and market positioning. Having permanent CFO and an experienced in‑house General Counsel/Strategy lead adds executive stability.
• Compensation and dilution: The CEO’s option (550,000 shares) and cash compensation commitments are material details for shareholders because they affect potential equity dilution and near‑term cash outlays (signing bonus, severance exposure).
• Governance and protections: The employment agreement’s severance and change‑in‑control provisions (including tax‑net/after‑tax optimization) are standard but important for assessing management incentives and costs; full details will be filed with the company’s Form 10‑Q for the quarter ending March 31, 2026.

Keywords: CEO, CFO, bonus, options, vesting, severance, leadership appointment, ESS Tech.