Business Context and Reporting Period
This Form 8-K Current Report was filed by Energy Recovery, Inc. on February 25, 2009. The report details corporate governance changes effective February 23, 2009, specifically regarding the election of new directors to the Board.
Key Financial Metrics
The filing does not provide financial statements, revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel changes and associated compensation arrangements.
Material Changes
The Board of Directors expanded the number of directors to eight (8) and elected two new members:
- Elisabeth Paté-Cornell: Professor and Chair of Stanford University's Department of Management Science and Engineering, elected to fill a current vacancy.
- Jackalyne Pfannenstiel: Former Chairman of the California Energy Commission, elected to a newly created position.
Neither new director has been assigned to any Board committee at this time.
Compensation and Management Commentary
The new directors will receive compensation consistent with other non-employee directors:
- Cash Compensation: $50,000 annual cash compensation, pro-rated to reflect service for a partial term.
- Equity Grants: One-time grants of 100,000 options of Company stock each.
The filing contains no guidance, outlook, risk factors, or discussion of unusual items beyond the director elections.
Investor Verification Checklist
- Verify the total number of directors on the Board is now eight.
- Confirm the pro-rated cash compensation calculation for the partial term served by the new directors.
- Review the terms of the 100,000 stock option grants for each new director.
- Monitor future filings for committee assignments for Ms. Paté-Cornell and Ms. Pfannenstiel.