Energous (WATT) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 11, 2025, and will be held virtually to enhance accessibility and reduce environmental impact.

• Seven proposals will be presented, including director elections, auditor ratification, executive compensation, equity plan amendment, reverse stock split, and potential adjournment.

• The Board recommends voting in favor of all proposals, with a two-year frequency for future say-on-pay votes.

Voting matters and shareholder proposals

• Four directors are nominated for election to serve until the 2026 annual meeting.

• Ratification of BPM LLP as the independent registered public accounting firm for 2025 is proposed.

• Advisory votes on executive compensation and the frequency of such votes are included.

• Approval is sought to increase the 2024 Equity Incentive Plan share reserve by 2,000,000 shares.

• A reverse stock split at a ratio between 1-for-5 and 1-for-50 is proposed to maintain Nasdaq listing.

• Adjournment may be sought if additional proxies are needed for proposals 5 or 6.

Board of directors and corporate governance

• The Board consists of four members, with three deemed independent under Nasdaq standards.

• Leadership is split between a separate Chair and CEO/CFO; an Office of the Chair oversees strategic planning.

• Three standing committees: Audit, Compensation, and Corporate Governance/Nominating, all with independent members.

• Director nominations consider diverse backgrounds and skills, though no formal diversity policy exists.

• Non-employee directors receive cash and equity compensation, with annual and initial RSU awards.