Energy Vault Holdings, Inc. Grants Equity Inducement Awards to New Employees Under NYSE Listing Rule 303A.08
Energy Vault Holdings, Inc. (“Energy Vault”) (NYSE: NRGV), a leading global energy storage technology company, has announced a new round of equity inducement grants to recently hired employees. On July 30, 2025, the Compensation Committee of Energy Vault’s Board of Directors approved and granted restricted stock unit awards (RSUs) to a group of seven new, non-executive employees. These equity awards were made pursuant to the company’s 2022 Employment Inducement Award Plan (as amended and/or restated, the “Inducement Award Plan”), which is designed specifically for new hires in accordance with the requirements of the New York Stock Exchange (NYSE) Listing Rule 303A.08.
Under this program, a total of 371,659 shares of Energy Vault’s common stock were granted in the form of RSU awards. Among the seven employees, one individual was granted a performance-based restricted stock unit award (PSU Award) covering 300,000 shares of the company’s common stock. The remaining awards were traditional time-based RSUs granted to the other six employees. These awards are intended to serve as a meaningful inducement for new hires joining Energy Vault, aligning employee incentives with the company’s long-term growth and shareholder value creation.
Purpose of the Inducement Award Plan
The Inducement Award Plan was established in 2022 and serves as a vital tool for Energy Vault’s recruitment strategy. It is exclusively reserved for individuals who are either new employees of the company or those rejoining after a bona fide period of non-employment. The plan ensures that the company can attract top-tier talent by offering equity-based compensation packages, which are often critical in competitive industries such as energy storage, renewable energy, and advanced technology.
Under NYSE Listing Rule 303A.08, companies are permitted to issue equity awards to new employees without seeking prior shareholder approval, provided these awards are material inducements to employment. This rule recognizes the importance of equity incentives in helping companies recruit skilled professionals who can contribute to growth and innovation. By structuring awards under this rule, Energy Vault demonstrates its compliance with corporate governance requirements while simultaneously strengthening its talent acquisition strategy.
Structure of the Restricted Stock Unit Awards
The restricted stock unit (RSU) awards granted on July 30, 2025, are subject to vesting schedules that encourage employee retention and align long-term performance with shareholder interests. Each RSU award will vest, subject to continued employment, under the following schedule:
- 25% of the RSUs will vest on the first anniversary of the vesting commencement date.
- The remaining 75% of the RSUs will vest in equal installments of 6.25% per quarter over the following three years, with vesting occurring every three months.
This standard vesting schedule incentivizes employees to remain with the company over a four-year horizon, ensuring that their long-term financial interests are directly tied to the company’s market performance.
Details of the Performance-Based Restricted Stock Unit (PSU) Award
The most significant grant among the inducement awards was the PSU Award covering 300,000 shares of Energy Vault common stock, which was awarded to one of the seven new employees. Unlike time-based RSUs, which vest with continued employment, the PSU Award is tied directly to specific stock price performance milestones.
The PSU Award will vest only if Energy Vault’s stock achieves the following price thresholds within a four-year period from the date of grant:
- $1.50 per share – one-third of the PSU Award vests.
- $2.00 per share – an additional one-third of the PSU Award vests.
- $2.50 per share – the remaining one-third of the PSU Award vests.
If these stock price targets are not achieved within four years, the PSU Award will not vest, regardless of the employee’s length of service. This structure directly aligns the employee’s interests with Energy Vault’s shareholders, as vesting occurs only when meaningful stock price appreciation is achieved.
Broader Implications of the Awards
By granting both RSUs and PSUs, Energy Vault is balancing two important objectives:
- Retention of Key Talent – Time-based RSUs provide employees with a predictable path to ownership, encouraging them to remain with the company and contribute consistently over the vesting period.
- Performance Alignment – The performance-based PSU Award directly ties employee compensation to Energy Vault’s market valuation, ensuring that the employee is incentivized to drive strategies that improve the company’s stock price.
Equity-based inducement awards are particularly critical for companies in the energy storage sector, where innovation, technological expertise, and global project execution are essential. Attracting top technical and business talent often requires offering competitive compensation structures that include equity, enabling employees to share in the company’s long-term success.
Governance and Compliance
All inducement awards are issued under the terms and conditions set forth in the Inducement Award Plan and the corresponding award agreements. These documents outline the specific rights and obligations of both the company and the award recipients, including vesting conditions, forfeiture provisions, and restrictions on transfer.
By structuring the grants under NYSE Listing Rule 303A.08, Energy Vault complies fully with exchange regulations that govern equity compensation practices. This transparency ensures that shareholders are aware of the rationale behind inducement awards, while also providing reassurance that such awards are being used strategically and responsibly.
Energy Vault’s Commitment to Growth and Innovation
Energy Vault’s decision to make these inducement grants underscores its ongoing commitment to scaling its business and advancing its mission of enabling a sustainable, clean energy future. As a pioneer in gravity-based and hybrid energy storage systems, the company operates at the intersection of renewable energy, grid modernization, and sustainable infrastructure.
Attracting and retaining highly skilled professionals is critical to achieving these goals. By offering equity inducements, Energy Vault not only strengthens its workforce but also aligns employees’ success with the long-term prosperity of the company and its investors.
