Andrea Funk
EnerSysAbout Andrea Funk
Andrea J. Funk, age 55, is Executive Vice President & Chief Financial Officer of EnerSys (ENS). She joined EnerSys in December 2018 and became CFO on April 1, 2022; she holds an MBA from Wharton and a BS in Accounting from Villanova and was a CPA . Under her finance leadership, FY’25 sales were $3,617.6M (+1% YoY), EBITDA was $558.6M (+28.7% YoY), and diluted EPS was $8.99 (+38.3% YoY) . Over the five years ending FY’25, EnerSys’ TSR implies $100 grew to $193.69, while peer group TSR reached $272.09 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cambridge Lee Industries LLC | Chief Executive Officer | 2013–2018 | Ran industrial manufacturer; led operations and strategy prior to ENS |
| Cambridge Lee Industries LLC | CFO & Treasurer | 2011–2013 | Financial leadership; capital stewardship |
| Carpenter Technology; Arrow International; Rhone-Poulenc Rorer; Bell Atlantic; Ernst & Young | Various finance roles | Not disclosed | Built broad financial, industrial, and audit experience |
External Roles
| Organization | Role | Years | Committees / Notes |
|---|---|---|---|
| Crown Holdings, Inc. (NYSE: CCK) | Director | Since July 2017 | Audit and Compensation Committees |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $561,600 | $584,064 | $600,000 |
| Actual Annual Bonus Paid ($) | $495,293 | $502,469 | $922,433 |
Additional FY’25 target detail:
- FY’25 MIP target bonus opportunity: $480,000 (threshold $72,000; max $960,000), which equates to ~80% of base salary; actual payout reflected below in “Performance Compensation” .
Performance Compensation
Annual incentive design and payout (FY’25):
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted Operating Earnings ($M) | 60% | $498 | $498.403 | 101% |
| Primary Operating Capital (%) | 20% | 26.8% | 25.1% | 200% |
| Non-Financial Transformational Quantitative Goals (# achieved) | 20% | 6 | 7 | 150% |
| Overall FY’25 MIP Payout | — | — | — | 130.5% of target |
Program structure and metrics:
- Bonus targets used 15% threshold / 100% target / 200% max of target across NEOs; FY’25 structure unchanged from FY’24 .
- NFTQ examples: M&A pipeline progress, Fast Charge & Storage units, Climate Action Plan, DoD chemistry development, Data Center Li architecture, Next Gen broadband power supply, TPPL cell development, IoT ecosystem .
Long-term equity (FY’25 program mix):
- 50% premium-priced stock options (10-year term; exercise price 10% above grant-date close; vest 1/3 annually over 3 years) .
- 50% time-vested RSUs (vest 25% annually over 4 years) .
FY’25 individual equity grants to Funk:
| Grant Date | Instrument | Quantity | Exercise/Ref. Price | Total Grant Value |
|---|---|---|---|---|
| 8/9/2024 | Premium-priced Stock Options | 20,408 | $103.73 (close $94.30 +10%) | $700,000 (options portion) |
| 8/9/2024 | RSUs | 7,423 | $94.30 (close) | $700,000 (RSU portion) |
| Total FY’25 Grant Value | — | — | — | $1,400,000 |
Vesting schedule indicators for outstanding awards (as of 3/31/2025):
- Options: 2024 grant vests 1/3 on each of Aug 9, 2025/2026/2027; prior cycles vest per Aug 11/12 schedules .
- RSUs: remaining scheduled vest dates on Aug 9, 2025/2026/2027/2028; earlier tranches on Aug 11/12/16 schedules .
FY’25 realized equity activity:
- Options exercised: 0 shares; RSUs vested: 6,167.4701 shares ($585,769 value) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 54,724 shares; includes 41,000 vested stock options; excludes 36,919.7117 unvested RSUs and 40,502 unvested options |
| Ownership as % of Shares Outstanding | ~0.14% (54,724 / 38,593,213 shares outstanding on 6/4/2025) |
| Vested vs Unvested (Options) | 41,000 exercisable; 40,502 unexercisable |
| Vested vs Unvested (RSUs) | Unvested RSUs total 36,919.7117 (company aggregate disclosure) |
| Stock Ownership Guidelines | CEO 6x salary; other NEOs 3x salary; evaluate quarterly; NEOs achieved or on target as of 3/31/2025 |
| Hedging & Pledging | Prohibited for employees and directors |
| Deferred Compensation | NEOs, including Funk, do not currently participate |
Insider selling pressure context:
- FY’25 shows RSU vesting but no option exercises by Funk; meaningful unvested RSUs and unexerced options suggest ongoing scheduled vesting over 2025–2028, which can create periodic liquidity events; company prohibits pledging/hedging, reducing alignment risk .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement Type | Severance letter agreement (initial 3-year term; auto-renews annually unless notice) |
| Restrictive Covenants | 1-year non-compete and non-solicitation post-termination |
| Change-in-Control (CIC) Protection | Double-trigger: if terminated without cause or resign for good reason within 6 months pre-CIC (in connection with CIC) or 24 months post-CIC |
| CIC Severance | Lump sum equal to 1x (base salary + target annual bonus); 1 year COBRA differential; full acceleration of outstanding equity; pro-rata MIP for year of termination |
| 280G Cutback | Best-net approach with cutback to avoid excise tax unless greater after-tax value without reduction |
| Potential Payments (as of 3/31/2025) | CIC termination: $3,629,582 total (Severance $1,522,446; Benefits $14,123; Accelerated Options $432,027; Accelerated RSUs $1,660,986) |
| Equity Vesting on Death/Disability | Full acceleration of unvested equity |
Compensation Committee, Pay Governance, and Say-on-Pay
- Independent Compensation Committee; uses FW Cook as independent advisor; majority of NEO pay is at-risk (74% on average for non-CEO NEOs); clawback policy compliant with SEC/NYSE (recoup erroneously awarded incentive-based comp after restatements); double-trigger equity on CIC; hedging/pledging prohibited .
- Peer group (FY’25) includes: Acuity Brands, Advanced Energy Industries, Barnes, Belden, Donaldson, Generac, Flowserve, Hubbell, ITT, Lincoln Electric, Littelfuse, Regal-Rexnord, Sensata, SPX Technologies, Watts Water, Woodward . Target total direct compensation for NEOs was ~11% above peer median, reflecting emphasis on at-risk, multi-year incentives .
- 2024 Say-on-Pay approval: 95.2%; Committee considered strong support in structuring FY’25 programs .
Additional Context: FY’25 Company Performance and Strategy
- FY’25: Sales $3,617.6M (+1%), EBITDA $558.6M (+28.7%), Diluted EPS $8.99 (+38.3%); Free Cash Flow ~$139.3M; Net leverage 1.3x; acquisition of Bren-Tronics to expand defense capabilities .
- MIP focused on profitability (Adjusted Operating Earnings), capital efficiency (Primary Operating Capital), and strategic NFTQ milestones aligned to the five-year plan .
Investment Implications
- Pay-for-performance alignment is robust: FY’25 MIP payout at 130.5% maps to above-target performance on operating capital and strategic NFTQs, with premium-priced options increasing at-risk exposure to share price appreciation over a 10-year horizon .
- Retention and selling pressure: Unvested RSUs (36,919.7117) and unexercisable options (40,502) imply multi-year vesting cadence through 2028; no FY’25 option exercises suggest limited near-term selling pressure from options, though annual RSU vests can create incremental supply .
- Alignment safeguards: 3x salary ownership guideline, strict hedging/pledging bans, SEC/NYSE clawback, and double-trigger CIC treatment reduce misalignment and windfall risk .
- Retention risk moderated by market-competitive positioning: NEO target compensation set ~11% above peer median with heavy long-term equity weighting (RSUs and premium-priced options), indicating emphasis on retention through vesting and performance-linked value realization .
Net: Compensation design, ownership policy, and CIC terms point to high alignment with shareholders and measured retention risk. The multi-year vesting stack (RSUs/options) is a watch item for periodic liquidity, but structural bans on pledging/hedging mitigate adverse signaling; above-median target pay is balanced by rigorous metrics and significant long-term at-risk equity .