Howard Hoffen

About Howard I. Hoffen

Howard I. Hoffen (age 61) is an independent director of EnerSys, serving since the company’s IPO in July 2004. He is Chairman, Chief Executive Officer and Managing Director (Partner) of Metalmark Capital LLC; previously he was Chairman & CEO of Morgan Stanley Capital Partners (2001–2004) and held various roles in Morgan Stanley’s private equity group since 1985. His core credentials span audit and financial oversight, risk management, and strategic planning, supported by an MBA from Harvard Business School and a BS from Columbia University .

Past Roles

External Roles

Board Governance

• Committee memberships: Member, Nominating & Corporate Governance Committee; served Nov 3, 2023–Aug 1, 2024 and continues thereafter (Wynter is Chair). Committee held four meetings in FY2025 .
• Not on Audit or Compensation Committees in FY2025; Audit Committee held five meetings; Compensation Committee held four meetings .
• Independence: Board determined all directors except the CEO are independent under NYSE standards; no material relationships with EnerSys beyond director compensation .
• Attendance and engagement: Board met five times in FY2025; each director attended at least 75% of Board and committee meetings for which they served .
• Board structure: Classified board. Hoffen is a Class III nominee in 2025; if elected, term runs to the 2028 annual meeting .

Fixed Compensation

• Program structure (FY2025):
  • Annual cash retainer: $90,000 .
  • Committee meeting fees: $1,500 per meeting .
  • Committee Chair fees: $15,000 (Audit; Compensation; Nominating & Corporate Governance) .
  • Independent Non-Executive Chair: additional $150,000 (50% deferred stock units, 50% cash) .
• Individual director compensation (FY2025):

  Name	Fees Earned in Cash	Stock Awards	Total
  Howard I. Hoffen	$96,000	$155,030	$251,030

• Deferred Compensation Plan: Non-employee directors may defer cash fees into an investment account (401k-like options) or a stock unit account; company provides a 20% matching contribution in RSUs for stock unit deferrals, vesting quarterly over one year; matching accelerates at change-in-control; dividend equivalents credited; stock units payable in common shares; plan is non-qualified and unsecured .

Performance Compensation

• Performance metrics: Non-employee directors do not receive performance-based pay (no option awards, no non-equity incentive plan compensation, no above-market earnings on non-qualified deferred comp) in FY2025 .
• Equity grant mechanics:

  Element	FY2025 Detail	Vesting	Payout	Notes
  Deferred Stock Units (DSUs)	Grant-date fair value $155,000 per director	Immediate vest at grant	Shares payable 6 months after termination (unless further deferred)	Dividend equivalents credited
  Director Plan Match	20% RSU match on stock unit deferrals	Vests quarterly over 1 year	Shares upon scheduled payout; accelerates upon change-in-control	Dividend equivalents credited

Other Directorships & Interlocks

Expertise & Qualifications

• Qualification highlights: Audit & Financial, Risk Management, Strategic Planning .
• Education: MBA, Harvard Business School; BS, Columbia University .
• Experience: Founding member of Metalmark Capital; prior Chairman & CEO of Morgan Stanley Capital Partners; extensive private equity board service .

Equity Ownership

• Stock ownership guidelines: Non-employee directors expected to own shares equal to 5x annual Board cash retainer; each director achieved or is on track to achieve; hedging and pledging are prohibited .

Governance Assessment

• Board effectiveness: Long-tenured independent director (since 2004) with deep private equity and capital markets expertise; serves on Nominating & Corporate Governance Committee, supporting board composition, succession and governance policy oversight (committee held 4 meetings in FY2025) .

• Alignment and incentives: Director pay is majority equity via immediately vested DSUs with deferred payout, plus modest cash fees; Hoffen’s FY2025 stock awards exceeded cash fees ($155,030 vs. $96,000), improving alignment with shareholders .

• Independence and attendance: Board determined independence; no material relationships; each director met at least the 75% attendance expectation; executive sessions of non-management directors are held periodically .

• Potential conflicts and related-party exposure: Footnote indicates Hoffen’s DSUs and deferred RSUs are beneficially owned by Metalmark, with Hoffen disclaiming beneficial ownership except for pecuniary interest; while the Board affirms independence and no material relationships, this arrangement may warrant monitoring for perceived alignment dilution given the firm’s beneficial ownership of awards .

• RED FLAGS:

  • Deferred equity beneficially owned by Metalmark (disclaimed by Hoffen): potential optics risk on personal “skin-in-the-game” vs. firm-level ownership .
  • Long tenure (since 2004): some investors view extended tenure as a potential independence softening, though NYSE independence affirmed and no related-party transactions disclosed .

• Risk mitigants: Strict hedging/pledging prohibition; robust ownership guidelines (5x cash retainer) with compliance/on-track status; independent committees with clear charters; use of independent compensation consultant (FW Cook) and peer benchmarking for director compensation; regular executive sessions .