Caroline Chan
EnerSysAbout Caroline Chan
Independent Director at EnerSys (ENS), age 62, serving since 2020; current term expires at the 2026 annual meeting . She is Vice President & General Manager, Telco and Edge AI at Intel (since 2024) with prior leadership in Intel’s Network/5G divisions, and holds B.S. and M.S. in Electrical and Computer Engineering (UT Austin; UMass) . The Board has determined she is independent under NYSE standards (all directors except the CEO are independent) .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Intel Corporation | VP & GM, Telco & Edge AI | 2024–present | Senior P&L role in telecom/edge AI |
| Intel Corporation | VP & GM, Network Business Incubator | 2018–2024 | Built/incubated network businesses |
| Intel Corporation | VP & GM, 5G Infrastructure Division | 2017–2018 | Led 5G infra division |
| Intel Corporation | Sr Director, 5G Infrastructure Division | 2016–2017 | Senior leadership in 5G |
| Intel Corporation | Director, Wireless Tech & Strategy | 2010–2016 | Strategy and technology leadership |
| Intel Corporation | Director, Strategy Business Dev., Wireless Program Office | 2009–2010 | Strategic BD in wireless |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Telecom Infra Project (TIP) | Director | Since 2017 | Non-profit advancing telecom infrastructure |
| CTIA | Director | Ongoing | Industry group for wireless operators/vendors |
Board Governance
- Committee assignments: Compensation Committee (member), Nominating & Corporate Governance Committee (member), Technology Advisory Committee (member) .
- Committee activity FY2025: Audit met 5x, Compensation 4x, Nominating & Corporate Governance 4x, Technology Advisory 4x .
- Independence: Board determined all directors except the CEO are independent; no material relationships disclosed .
- Board leadership: Independent Non‑Executive Chair (Paul Tufano); no Lead Director given this structure .
- Attendance: Board met 5 times in FY2025; each director attended at least 75% of Board/committee meetings during their service .
- Director service limits: Non‑management directors capped at 4 public boards; CEO capped at 2; all are compliant .
- Executive sessions policy for non‑management directors is in place .
Fixed Compensation
| Component (FY2025) | Caroline Chan | Program Terms |
|---|---|---|
| Cash fees | $106,500 | Annual retainer $90,000; committee meeting fees $1,500 each; chair add’l $15,000 per committee; Independent Chair add’l $150,000 (50% DSUs/50% cash) |
| Equity (DSUs) grant | $155,030 | Non‑employee directors receive DSUs with grant-date fair value of $155,000; DSUs vest immediately, payable in stock ~6 months post‑service (unless further deferred) |
| Total | $261,530 | Director Deferred Compensation Plan allows deferral of cash fees; 20% matching contribution if deferred into stock units (matching vests quarterly over 1 year) |
Performance Compensation
Directors do not receive performance-based pay; compensation is cash retainer/meeting fees and time-vested DSUs (alignment, not “performance”) . For context on Compensation Committee oversight (Chan is a member), EnerSys’ FY2025 executive MIP payout was tied to adjusted operating earnings, primary operating capital, and strategic NFTQ goals:
| Metric (FY2025) | Weight | Minimum | Target | Maximum | Actual/Payout |
|---|---|---|---|---|---|
| Adjusted Operating Earnings ($mm) | 60% | $461 | $498 | $543 | $498.403; 101% of goal |
| Primary Operating Capital (%) | 20% | 27.3% | 26.8% | 26.3% | 25.1%; 200% of goal |
| NFTQ goals (# achieved) | 20% | 2 | 6 | 8 | 7; 150% of goal |
| Overall MIP Payout | — | — | — | — | 130.5% of target |
Oversight practices include use of independent consultant FW Cook and no interlocks/insider participation among Compensation Committee members .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None disclosed for Chan |
| Non‑profit/industry boards | TIP (director), CTIA (director) |
| Interlocks/conflicts noted | None disclosed; Compensation Committee interlocks/insider participation: none |
Expertise & Qualifications
- Wireless/5G infrastructure, strategic planning, international business .
- Technical background (EE/CE) with leadership across telecom networking and edge AI .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 13,479 | Includes DSUs; “*” denotes less than 1% |
| % of shares outstanding | * | Under 1% |
| Components | 13,478.6191 DSUs (no voting/investment power) | DSUs payable post‑service per plan |
| Stock ownership guideline | 5× annual cash retainer for directors | Evaluated annually; all non‑employee directors achieved/on target |
| Hedging/pledging | Prohibited for directors | Policy applies company‑wide |
Insider trades (Form 4 – alignment via DSUs)
| Date | Transaction | Shares | Beneficial Ownership After | Source |
|---|---|---|---|---|
| 2025-08-08 | DSU grant (annual director equity) | 2,088 | 15,613.0927 | https://www.streetinsider.com/SEC+Filings/Form+4+EnerSys+For%3A+Aug+08+Filed+by%3A+Chan+Caroline/25190560.html |
| 2025-09-26 | DSU dividend equivalents credited | 36.7759 | 15,649.8686 | https://www.stocktitan.net/sec-filings/ENS/form-4-ener-sys-insider-trading-activity-3db1ff18ecf2.html |
| 2024-12-27 | DSU dividend equivalents credited | Noted (dividend DSUs) | — | http://pdf.secdatabase.com/1660/0001562180-24-008645.pdf |
Governance Assessment
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Strengths
- Independence and multi‑committee engagement (Compensation; Nominating & Corporate Governance; Technology Advisory) support board effectiveness in pay, succession, and tech strategy .
- Compensation structure promotes alignment (time‑vested DSUs, ownership guidelines; hedging/pledging ban) .
- High say‑on‑pay support (95.2% in 2024) indicates investor confidence in compensation oversight processes that Chan participates in .
- Robust committee cadence (Audit 5x; Compensation 4x; Nominating 4x; Tech Advisory 4x) and director attendance expectations met .
-
Potential risks/considerations
- Dual role as Intel VP could raise time‑commitment questions, but board service limits are observed and independence affirmed by the Board .
- No public-company interlocks; related‑party exposure in proxy limited to an executive (ABC license linked to former CEO’s family), not Chan .
- Directors’ pay lacks performance conditions (industry standard), but Compensation Committee’s executive pay program uses rigorous financial/NFTQ metrics with independent advice .
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Implications
- Chan’s telecom/5G and technology depth is additive to EnerSys’ technology and systems strategy (including data centers, telecom, defense), and her roles on key committees support governance quality .
- Ownership alignment and DSU-based grants, plus policy restrictions, mitigate agency risks; frequent committee meetings and strong say‑on‑pay outcomes bolster investor confidence .