Dave Habiger
EnerSysAbout Dave Habiger
Dave Habiger (age 56) joined the EnerSys board in 2024 and is classified as an independent director under NYSE listing standards. He is Vice Chairman at J.D. Power (since May 2025; previously CEO since March 2018) and holds a BA from St. Norbert College and an MBA from the University of Chicago, with deep credentials in technology, digital media, automotive software, finance, and international business .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| J.D. Power | Vice Chairman | May 2025–present | Former CEO/President (Mar 2018–May 2025); automotive SaaS and global consumer data/analytics . |
| Textura Corporation | CEO | 2005–2016 (within period) | Software company leadership . |
| NDS Group, Ltd. | CEO | 2005–2016 (within period) | Software company leadership . |
| Sonic Solutions | CEO | 2005–2016 (within period) | Software company leadership . |
| Silver Lake Partners | Senior Advisor | Oct 2012–Jan 2020 | PE advisory experience . |
| Pritzker Group | Venture Partner | Jan 2013–Oct 2019 | VC experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reddit, Inc. (NYSE) | Director; Chair of Board | Director since Nov 2022; Chair since Nov 2023 | Leadership of social media/software board . |
| Xperi, Inc. (NYSE) | Director; Chairman of Board | Since Oct 2022 | Prior director at predecessors Xperi Holding/Adeia and Xperi Corporation . |
| Boston Scientific Corporation | Director | Since Jul 2024 | Large-cap medtech governance exposure . |
| Federal Reserve Bank of Chicago | Board member | Since 2020 | SABOR Committee; past chair/member Governance & HR; co-chair of Presidential Search Committee . |
| Prior public boards | Director | Various | Stamps.com, Grubhub, Echo Global Logistics, Control4; SPAC Noble Rock Acquisition Corp (Jan 2021–Dec 2022) . |
Board Governance
- Independence: Board determined all directors except the CEO (O’Connell) are independent; no material relationships or transactions beyond director compensation .
- Committee assignments (FY2025): Compensation Committee member (since Aug 1, 2024); Nominating & Corporate Governance Committee member (since Aug 1, 2024); Technology Advisory Committee member (active FY2025; membership updated May 23, 2025) .
- Committee activity: Audit Committee held 5 meetings; Compensation held 4; Nominating & Corporate Governance held 4; Technology Advisory held 4 (FY2025) .
- Attendance: In FY2025 the board met 5 times; each director attended at least 75% of meetings of the board and committees on which they served .
- Board leadership: Independent Non-Executive Chair structure; Lead Director role deliberately left vacant given Chair structure .
Fixed Compensation
| Item | FY2025 Amount | Notes |
|---|---|---|
| Cash fees (Habiger) | $68,588 | Fees earned in cash for FY2025 . |
| Equity grant (Habiger) | $168,802 | Stock awards (ASC 718 grant-date fair value) . |
| Total (Habiger) | $237,390 | Sum of cash and stock awards . |
| Program – Annual Board retainer | $90,000 | Effective immediately after Aug 2024 annual meeting; unchanged vs prior year . |
| Program – Committee meeting fee | $1,500 per meeting | Applies to all non-employee directors . |
| Program – Committee chair fee | $15,000 | For Audit, Compensation, Nominating chairs (Habiger is not chair) . |
| Program – Independent Non-Exec Chair | $150,000 | Paid 50% DSUs / 50% cash; not applicable to Habiger . |
Performance Compensation
| Instrument | FY2025 Details | Vesting | Notes |
|---|---|---|---|
| Deferred Stock Units (DSUs) – annual grant | Each non-employee director received DSUs with grant-date fair value $155,000 (FY2025) | Immediate vesting; payable in shares 6 months after service end unless further deferred | Policy under stockholder-approved equity plan; dividend equivalents credited . |
| Director Plan deferrals – match | 20% matching contribution on cash fee deferrals into stock unit account | Matching RSUs vest quarterly over one year; 100% vest on change of control | Non-qualified plan; dividends credited; amounts unsecured obligation . |
| Options to directors | None granted to non-employee directors in FY2025 | n/a | No option awards for directors . |
| Habiger’s FY2025 deferrals | 777 underlying stock units; 156 matching contribution units added to Director Plan | Matching RSUs vest as above | Reported by name in director compensation footnotes . |
No director-specific performance metrics (e.g., TSR hurdles) apply to non-employee director pay; equity is time/deferred-based with ownership alignment via DSUs/RSUs .
Other Directorships & Interlocks
- No related-party transactions or interlocks requiring disclosure; Compensation Committee notes no insider participation/interlocks; independence affirmed for all committee members .
- Non-management directors may serve on no more than four public company boards (inclusive of EnerSys); Habiger’s current public company board service (EnerSys, Reddit, Xperi, Boston Scientific) is at policy limit but compliant .
Expertise & Qualifications
- Qualifications: Financial, strategic planning, technology, cybersecurity, international business; seasoned consumer/technology executive; served on 12+ public boards .
- Education: BA (St. Norbert College); MBA (University of Chicago) .
Equity Ownership
| Component | Amount | As-of/Notes |
|---|---|---|
| Beneficial ownership (rounded) | 2,976 shares | Includes items per Rule 13d-3 . |
| Deferred stock units | 2,041.2715 units | No voting/investment power . |
| Vested RSUs (deferred under Director Plan) | 934.8204 units | No voting/investment power . |
| Unvested RSUs (Director Plan) | 126.1884 units | Excluded from beneficial total . |
| Ownership % of outstanding | <1% | Based on table (outstanding shares 38,593,213 on June 4, 2025) . |
| Hedging/Pledging | Prohibited | Directors barred from hedging or pledging EnerSys shares . |
| Stock ownership guideline | 5× annual cash retainer | Each director achieved or is on track to guideline within 5 years . |
Governance Assessment
- Strengths: Independent director with relevant technology/cyber expertise aligned to EnerSys’ systems/software strategy; active on Compensation and Nominating & Governance committees; strong independence controls (no related-party transactions; hedging/pledging prohibited); clear stock ownership guidelines; director equity structured for alignment via DSUs and deferral matching; high prior say-on-pay support (95.2% in 2024) indicating investor confidence in pay governance .
- Watch items: Multi-board load at company policy limit (EnerSys, Reddit, Xperi, Boston Scientific) could constrain bandwidth; beneficial ownership is modest (<1%), though director guidelines and deferred units enhance alignment; attendance disclosed at “≥75%” threshold but not individually quantified .
- Conflicts: None indicated; board independence determination found no material relationships; Compensation Committee explicitly disclosed no interlocks/insider participation issues .
Overall signal: Governance profile is solid with independence, committee engagement, and alignment mechanisms; limited red flags beyond board load monitoring and typical director-level ownership sizing .