Keith Fisher
EnerSysAbout Keith Fisher
Keith D. Fisher, age 50, is President, Energy Systems Global at EnerSys, a role he has held since January 2025 after joining the company on January 2, 2025 . He previously spent 27 years at Honeywell leading multi-billion-dollar businesses across strategic units; roles included President of Honeywell Intelligrated (Feb 2022–Dec 2024), leadership positions in Honeywell Building Technologies/Building Solutions (2019–2022), and Honeywell Aerospace (2011–2019) . He holds an MBA from Emory University and a B.S. in Materials Science & Engineering from Lehigh University . Company context for FY2025: sales grew 1.0% YoY to $3,617.6M, while EBITDA rose 28.7% to $558.6M, and diluted EPS increased 38.3% to $8.99; adjusted EBITDA was $588.6M, and adjusted diluted EPS was $10.15 . As a broader performance marker, the value of a $100 investment in EnerSys (company TSR construct) stood at $193.69 at FY2025 year-end in the pay-versus-performance table .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Honeywell Intelligrated | President | Feb 2022–Dec 2024 | Led a multi‑billion‑dollar business; demonstrated ability to scale and optimize operations across cycles . |
| Honeywell Building Solutions | Executive leadership (incl. President HBS in late 2021–Jan 2022; VP & GM HBT Global Services) | May 2019–Jan 2022 (VP & GM HBT Global Services May 2019–Oct 2021; President HBS Nov 2021–Jan 2022) | Ran large P&L and services organization; drove operational improvements . |
| Honeywell Aerospace | VP & GM Mechanical Components; VP Engine Component Customers | Feb 2011–Apr 2019 (Mechanical Components May 2014–Apr 2019; Engine Component Customers Feb 2011–Apr 2014) | Led mechanical components and key customer programs in aerospace . |
External Roles
- No public company board roles disclosed in ENS proxy biography .
Fixed Compensation
| Metric | FY2025 |
|---|---|
| Base salary rate | $580,000 (set at hire) . |
| Salary actually earned (FY2025) | $145,002 (partial year) . |
| Target bonus ($) | $406,006 (Estimated Future Payouts table) . |
| MIP bonus paid (FY2025) | $129,234 . |
| Sign‑on bonus | $250,000 (repayable if terminated for cause or voluntary departure within one year) . |
| Perquisites | Car allowance $3,750 . |
Performance Compensation
Annual incentive (MIP) design and outcome (FY2025)
| Metric (FY2025) | Weight | Target | Actual/Result | Payout |
|---|---|---|---|---|
| Adjusted Operating Earnings ($M) | 60% | $498 | $498.403 | 101% . |
| Primary Operating Capital (%) | 20% | 26.8% | 25.1% | 200% . |
| NFTQ goals (# achieved) | 20% | 6 | 7 | 150% . |
| Overall payout as % of target | — | — | — | 130.5% . |
Key plan features: threshold/target/maximum opportunity levels are 15%/100%/200% of target for NEOs; company used operating earnings, primary operating capital, and NFTQ goals aligned to the five‑year strategic plan; no discretionary financial adjustments beyond pre‑set non‑GAAP policy; MIP paid in May 2025 .
Long‑term equity (grants tied to FY2025 program)
| Grant date | Award type | Shares/Units | Exercise/Grant Price | Vesting | Term/Notes | Value |
|---|---|---|---|---|---|---|
| 2/7/2025 | Premium‑priced stock options | 13,514 | $109.69 | 1/3 on 2/7/2026, 2/7/2027, 2/7/2028 | 10‑year term; premium‑priced (10% above FMV) | Part of $2,250,000 total . |
| 2/7/2025 | RSUs (make‑whole) | 12,535 | $99.72 | 50% on 2/7/2026; 50% on 2/7/2027 | Make‑whole component | Part of $2,250,000 total . |
| 2/7/2025 | RSUs (time‑vested) | 5,014 | $99.72 | 25% annually 2/7/2026–2/7/2029 | Standard time‑vested RSUs | Part of $2,250,000 total . |
Program structure: FY2025 LTI was 50% premium‑priced stock options (10‑year term; 10% premium to grant date price) and 50% time‑vested RSUs; Mr. Fisher’s package was granted at hire on 2/7/2025 and intended to induce hire and make up forfeited awards at his prior employer .
Equity Ownership & Alignment
| Item | Status/Detail |
|---|---|
| Total beneficial ownership (common shares) | 0 shares as of June 4, 2025 . |
| Ownership as % of shares outstanding | 0.0% (0 shares vs. 38,593,213 outstanding on record date) . |
| Unvested RSUs | 17,593.0929 unvested RSUs excluded from beneficial ownership total . |
| Unvested stock options | 13,514 unvested stock options excluded from beneficial ownership total . |
| First significant vesting dates | Options: one‑third tranches vest 2/7/2026, 2/7/2027, 2/7/2028; RSUs: 2/7/2026 onward per schedules above . |
| Stock ownership guidelines | NEOs expected to hold 3x base salary; 5 years to achieve (additional 3 years if guideline increases upon promotion) . |
| Guideline compliance status | As of March 31, 2025, NEOs (other than the retired CEO) have achieved or are on target to achieve required levels . |
| Hedging/pledging | Prohibited for employees and directors . |
Implication: with zero beneficially owned shares and first vest dates in 2026, near‑term insider selling pressure specific to Mr. Fisher appears limited, subject to company policy and future vesting outcomes .
Employment Terms
| Term | Provision |
|---|---|
| Employment start and role | Joined EnerSys and appointed President, Energy Systems Global effective Jan 2, 2025 . |
| Severance agreement | Severance letter agreement dated Jan 2, 2025; initial 3‑year term with auto‑renewal; one‑year non‑compete and non‑solicit post‑termination . |
| Change‑in‑control (CIC) trigger | Double trigger (qualifying termination in connection with CIC or within 24 months after CIC) . |
| Cash severance (CIC) | Lump sum equal to 1x base salary then in effect plus annual cash bonus at target . |
| COBRA benefits (CIC) | Company pays the cost above active‑employee rate for medical/dental/vision for 1 year (ends upon eligibility with a new employer) . |
| Equity treatment (CIC) | Full acceleration of vesting of outstanding equity awards . |
| Pro‑rata bonus (CIC year) | Pro‑rata MIP for the year of termination . |
| Sign‑on bonus clawback | $250,000 sign‑on bonus must be repaid within 30 days if terminated for cause or voluntary departure within one year of start . |
| Clawback policy (global) | SEC/NYSE‑compliant clawback applies to executive officers for erroneously awarded incentive‑based compensation after accounting restatement . |
| Excise tax gross‑ups | Executive severance arrangements do not provide excise tax gross‑ups . |
Potential CIC/termination payments (as of 3/31/2025)
| Scenario (Keith Fisher) | Severance | Welfare benefits PV | Accelerated options | Accelerated RSUs | Total |
|---|---|---|---|---|---|
| Change in control (cash consideration only; no termination) | $0 | $0 | $25,182 | $1,611,167 | $1,636,349 . |
| Termination for disability | $0 | $0 | $168,249 | $1,611,167 | $1,779,416 . |
| Death | $0 | $0 | $168,249 | $1,611,167 | $1,779,416 . |
| Involuntary termination not for cause/Good Reason (absent CIC) | $0 | $0 | $0 | $0 | $0 . |
| Involuntary termination not for cause/Good Reason (following CIC) | $709,243 | $17,891 | $168,249 | $1,611,167 | $2,506,551 . |
Note: equity values based on $91.58 share price on March 31, 2025; amounts assume specific tax and plan parameters described in the proxy .
Compensation Structure Analysis
- Mix and risk: For the CEO and NEOs, the committee targeted a majority of pay as at‑risk and long‑term; CEO at 87% variable/at‑risk and 71% LTI; other NEOs averaged 74% variable and 56% LTI, aligning pay with performance and retention objectives .
- FY2025 MIP: Above‑target company performance (overall 130.5% payout) driven by operating earnings at ~101% of goal, strong primary operating capital, and 7/8 NFTQ goals achieved; Fisher’s actual FY2025 MIP payout was $129,234 against a target dollar opportunity of $406,006 (pro‑rated for time in role) .
- FY2025 LTI: Structure shifted to 50% premium‑priced options (10% premium) plus 50% RSUs, extending performance horizon and aligning with multi‑year strategy; Mr. Fisher’s $2.25M hire‑time grant comprises 13,514 options and 17,549 RSUs with vesting beginning in 2026, bolstering retention .
- Governance: Hedging/pledging prohibited; clawback policy compliant with SEC/NYSE; equity awards accelerate on double trigger CIC; no excise tax gross‑ups, and robust stock ownership guidelines (3x salary for NEOs) support alignment .
Equity Grants and Vesting Detail (Keith Fisher)
| Tranche | Approximate schedule | Instrument | Quantity | Notes |
|---|---|---|---|---|
| Tranche 1 | 2/7/2026 | Stock options | One‑third of 13,514 | 10‑year term; $109.69 strike . |
| Tranche 2 | 2/7/2027 | Stock options | One‑third of 13,514 | 10‑year term; $109.69 strike . |
| Tranche 3 | 2/7/2028 | Stock options | One‑third of 13,514 | 10‑year term; $109.69 strike . |
| Tranche 4 | 2/7/2026 | RSUs (make‑whole) | 50% of 12,535 | Two‑year vesting schedule . |
| Tranche 5 | 2/7/2027 | RSUs (make‑whole) | 50% of 12,535 | Two‑year vesting schedule . |
| Tranche 6 | 2/7/2026–2/7/2029 | RSUs (time‑vested) | 25% of 5,014 each year | Standard 4‑year schedule . |
Performance & Track Record
- Executive track record: Effective leadership of multi‑billion‑dollar businesses across Honeywell strategic units, including warehousing/logistics (Intelligrated), building technologies/services, and aerospace components, demonstrating capacity to scale and optimize operations .
- Company performance context (FY2025): Sales +1.0% to $3,617.6M; EBITDA +28.7% to $558.6M; diluted EPS +38.3% to $8.99; adjusted EBITDA $588.6M; adjusted diluted EPS $10.15; MIP paid above target (130.5%) consistent with these outcomes .
- TSR reference: Value of initial $100 investment (Company TSR construct in PVP disclosure) at $193.69 for FY2025 year‑end .
Compensation Peer Group (benchmarking)
- FY2025 peer companies included: Acuity Brands; Advanced Energy; Barnes Group; Belden; Donaldson; Generac; Flowserve; Hubbell; ITT; Lincoln Electric; Littelfuse; Regal‑Rexnord; Sensata; SPX Technologies; Watts Water; Woodward .
- Positioning: Target total direct compensation for FY2025 was 11% above peer median for NEOs overall, reflecting a desire to emphasize at‑risk, multi‑year incentives under rigorous goals .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay support: 95.2% approval at the August 1, 2024 annual meeting; the committee maintained program design into FY2025 and will continue to consider shareholder feedback .
Related Party Transactions and Red Flags
- Hedging/pledging of EnerSys stock prohibited for employees and directors, reducing misalignment risk .
- SEC/NYSE‑compliant clawback policy applies broadly to executive officers and to both cash incentives and equity .
- No excise tax gross‑ups in executive severance arrangements .
- Sign‑on bonus subject to 1‑year clawback on certain separations, enhancing retention .
Investment Implications
- Alignment and retention: Fisher’s FY2025 package is heavily at‑risk and equity‑oriented, with first vests in 2026 (options and RSUs) and zero current beneficial ownership; this supports retention and suggests low near‑term insider selling pressure specific to him, pending vesting and policy windows .
- Pay‑for‑performance: FY2025 MIP tied to operating earnings, capital efficiency, and strategic milestones paid out at 130.5% of target, consistent with improved profitability metrics; Fisher’s FY2025 cash incentive reflected partial‑year service .
- CIC economics: Double‑trigger CIC provides 1x cash multiple plus full equity acceleration; as of March 31, 2025, a CIC termination would total ~$2.5M for Fisher, which is material but measured versus peers and supports negotiated retention through potential strategic events .
- Governance quality: Prohibitions on hedging/pledging, robust stock ownership guidelines (3x salary), and the SEC/NYSE clawback regime collectively indicate strong alignment structures mitigating agency risk .
References: EnerSys DEF 14A filed June 18, 2025 –.