Rick Fezell
About D. Richard (Rick) Fezell
Rick Fezell (age 65) is an independent director and Chairman of the Board of American Battery Technology Company (ABAT). He joined the board in 2022 and was appointed Chairman on September 22, 2023. He previously spent 35 years at Ernst & Young (EY) as auditor, senior partner, and Vice Chairman, including roles as Vice Chair and Managing Partner of the Central Region and Americas Vice Chair for Markets; he retired from EY in 2020. He is a CPA and graduate of Westminster College (PA).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young (EY) | Vice Chairman; Americas Vice Chair for Markets; Vice Chair & Managing Partner, Central Region | Through retirement in 2020 (prior years not disclosed) | Led $3B Central Region (7,000+ professionals in 17 offices); oversaw growth for $15B Americas practice; led EY–Microsoft alliance on digital platform services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| United Way; Civic Committee of The Commercial Club of Chicago; Markkula Center for Applied Ethics (Santa Clara University); Orfalea School of Business (Cal Poly SLO); Perspectives Charter Schools (Chicago) | Board/Advisory roles (non-profit/academic) | Not disclosed | Community and higher education organizations |
Board Governance
- Board roles: Chairman of the Board (since Sep 22, 2023) and independent director (since 2022).
- Committee assignments (current per 2025 proxy):
- Audit Committee: Chair
- Compensation Committee: Member
- Nominating & Corporate Governance Committee: Not listed
- Audit Committee Financial Expert designation (SEC definition) confirmed in FY2023 10-K.
- Independence: Identified by the company as an independent director (in context of amended director agreements).
| Governance Item | Status/Detail |
|---|---|
| Director since | 2022 |
| Chairman of the Board | Appointed Sep 22, 2023 |
| Independence | Independent director |
| Audit Committee | Chair |
| Compensation Committee | Member |
| Audit Committee Financial Expert | Yes (Board determination) |
Fixed Compensation
| Component | Amount/Terms | Effective/Notes |
|---|---|---|
| Annual cash retainer (independent directors) | $25,000 annually, paid quarterly | FY2023 10-K disclosure |
| Annual equity award (independent directors) | RSUs equal to $150,000 per year, paid quarterly in arrears; share count based on 20-trading-day VWAP prior to grant | Adopted for quarter commencing Oct 1, 2023 (with one-time $75,000 equity catch-up for 2023 transition) |
| Board Chairman additional compensation | Additional RSUs equal to $120,000 annually, paid quarterly in arrears; equity election available for cash component | Effective upon appointment as Chairman on Sep 22, 2023 |
| Change-in-Control (director) | One-time equity of $75,000, sized by 20-day VWAP before event | Applies under Equity Incentive Plan definition of “Change in Control” |
Performance Compensation
- Performance-linked metrics for directors: None disclosed; independent director equity awards are structured as time-based RSU retainers sized by VWAP and paid quarterly.
Director Compensation (Actual – FY2023)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| D. Richard (Rick) Fezell | — | 175,509 | — | 175,509 |
Note: FY2023 policy also disclosed a $25,000 annual cash retainer and RSUs equal to $150,000 for independent directors; directors may receive additional compensation if they chair certain committees.
Equity Ownership
| As-of Date | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Sep 17, 2024 | 141,379 | Less than 1% (based on 71,972,171–71,972,166 shares outstanding) |
| Sep 15, 2025 | 385,197 | Less than 1% (based on 118,046,888 shares outstanding) |
No related-party transactions involving Mr. Fezell requiring disclosure under Item 404(a) were reported in the cited proxies.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed (public companies) | — | — | No other public company directorships listed in ABAT’s director biography disclosures |
Expertise & Qualifications
- CPA with deep financial reporting and risk management experience; Board-designated Audit Committee financial expert.
- Led large-scale P&L and growth initiatives at EY (Central Region $3B business; 7,000+ professionals; Americas Markets $15B practice).
- Digital transformation experience via EY–Microsoft alliance leadership (product development, investment allocation, joint go-to-market).
- Governance exposure through multiple non-profit and academic boards.
Employment & Contracts (Director)
| Item | Terms |
|---|---|
| Director Agreement | Dated Feb 21, 2022; amended Sep 22, 2023 (compensation structure updates) |
| Chairman appointment | Sep 22, 2023; triggered additional $120,000 annual RSU retainer paid quarterly |
| Change-in-Control | $75,000 equity upon closing, VWAP-based sizing; in addition to ongoing director retainer |
| Equity election | Chairman may elect equity for cash component per agreement |
Compensation Structure Analysis
- Shift toward equity-heavy director pay continued with quarterly RSU retainer sizing by VWAP; Board Chair premium introduced ($120,000 RSUs annually) upon Fezell’s appointment as Chair in Sep 2023. This increased at-risk, stock-based alignment for the Chair role.
- No stock options or performance-conditioned awards were reported for independent directors in FY2023 (Stock Awards only; Option Awards $0).
Related-Party Exposure and Conflicts
- The company disclosed no related-party transactions involving Mr. Fezell (or his immediate family) requiring disclosure during the periods cited.
Governance Assessment
- Strengths:
- Financial oversight credibility: Board-designated Audit Committee financial expert; extensive audit and financial reporting background.
- Independence and ownership alignment: Independent Chair with equity-heavy compensation (quarterly RSUs); increased personal ownership from 141,379 shares (2024) to 385,197 shares (2025).
- No related-party transactions disclosed for Fezell, reducing conflict risk.
- Watch items:
- Role concentration: Fezell is both Board Chairman and Audit Committee Chair per 2025 proxy, concentrating board leadership and audit oversight in one director; some investors prefer these roles separated to diffuse oversight concentration.
- Change-in-control equity for directors ($75,000 RSUs) is atypical at some peers and could be scrutinized by investors focused on board pay structures.
Overall, Fezell brings deep financial and governance expertise, with clear independence and growing equity alignment. The dual Chair/Audit Chair roles and the board’s change-in-control director equity provision are the primary governance features investors may evaluate further.
