Mark Matthews
EnerSysAbout Mark Matthews
Mark E. Matthews is President, Specialty Global at EnerSys and was appointed Acting Chief Technology Officer on March 26, 2025; he was subsequently “officially named” Chief Technology Officer by August 2025 per management’s Q1 FY26 earnings call commentary . He is 52 years old and holds a BS in Engineering Management (chemical engineering emphasis) from Missouri University of Science & Technology; he joined EnerSys in 2016 and has deep lithium-ion energy storage expertise, having served across engineering, sales, and senior operating roles . Incentives for EnerSys executives emphasize adjusted operating earnings, primary operating capital, and strategic goals; for FY2025 the company’s Management Incentive Plan (MIP) paid 130.5% of target based on these metrics, highlighting a pay-for-performance orientation . Governance features include robust stock ownership guidelines, a prohibition on hedging/pledging, double-trigger change-in-control vesting for equity awards, an SEC/NYSE-compliant clawback policy, and strong say‑on‑pay support (95.2% approval in 2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| EnerSys | Senior Director of Sales & Marketing | Sep 2016 – Jan 2017 | Commercial leadership foundation prior to VP role |
| EnerSys | Vice President, EnerSys Advanced Systems | Jan 2017 – Jul 2020 | Advanced systems leadership across defense/industrial solutions |
| EnerSys | Senior Vice President, Specialty Global | Jul 2020 – Apr 2024 | Drove Specialty line growth; lithium solutions focus |
| EnerSys | President, Specialty Global | Apr 1, 2024 – present | Leads global Specialty business; deeper lithium and defense portfolio |
| EnerSys | Acting Chief Technology Officer | Mar 26, 2025 – Aug 2025 | Realigned engineering; accelerated product execution as interim CTO |
| EnerSys | Chief Technology Officer | Aug 2025 – present | “Officially named” CTO; leads COE strategy and lithium innovation |
Fixed Compensation
- Not disclosed for Matthews in FY2025. He was not listed as a Named Executive Officer (NEO) in the Summary Compensation Table, which includes the CEO, CFO, and the four other most highly compensated executives .
Performance Compensation
Annual Incentive (MIP) – FY2025
| Metric | Weighting | Minimum (15%) | Target (100%) | Maximum (200%) | Actual FY2025 Payout |
|---|---|---|---|---|---|
| Adjusted Operating Earnings (in $mm) | 60% | $461 | $498 | $543 | 101% |
| Primary Operating Capital (%) | 20% | 27.3% | 26.8% | 26.3% | 200% |
| Non-Financial Transformational Quantitative (NFTQ) goals (# achieved) | 20% | 2 | 6 | 8 | 150% |
| Overall MIP Payout | — | — | — | — | 130.5% of target |
- Design notes: The Compensation Committee set aggressive plan goals; no discretionary adjustments were applied for FY2025, and targets were established above FY2024 actuals . The committee also affirmed a pay-for-performance design linking payouts to operating performance and balance sheet discipline .
Long-Term Incentives (LTI) – Design and Vesting
| Grant type | Weighting | Vesting schedule | Term/Pricing |
|---|---|---|---|
| Premium-Priced Stock Options | 50% | 1/3 per year over three years | 10-year term; exercise price set at a 10% premium to grant-date close |
| Time-Vested RSUs | 50% | 25% per year over four years | Value tied to stock price; retention oriented |
- Governance/program points: Equity awards feature double-trigger CIC vesting (a qualifying termination plus a change-in-control); the company prohibits hedging and pledging; an SEC/NYSE-compliant clawback policy is in place .
Equity Ownership & Alignment
Beneficial Ownership Snapshot (as of June 4, 2025)
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 20,663 |
| Ownership of outstanding shares | <1% |
| Shares with shared voting/investment power | 7,074 |
| Vested stock options included in beneficial ownership | 13,589 |
| Unvested RSUs (excluded from beneficial number) | 9,789.9582 |
| Unvested stock options (excluded) | 15,175 |
| Hedging/pledging | Prohibited by company policy |
| Executive ownership guidelines | CEO: 6x salary; other NEOs: 3x salary; evaluated quarterly (Matthews’ specific multiple not disclosed) |
Insider Transactions and Vesting Pressure
| Date | Form 4 code | Shares | Price | Nature | Beneficial ownership after |
|---|---|---|---|---|---|
| Aug 12, 2025 | F | 353.4872 | $95.39 | Withholding/forfeiture in connection with RSU vesting (not an open-market sale) | 21,186.7969 |
| Source: SEC Form 4 |
- Implication: Recent Form 4 shows withholding for tax/settlement upon vesting, not discretionary selling; no pledging is allowed under policy, reducing alignment risk concerns .
Employment Terms
| Topic | Details |
|---|---|
| Role and appointment | Acting CTO appointed March 26, 2025; Specialty Global President since April 1, 2024; “officially named” CTO by August 2025 |
| Change-in-control vesting | Equity awards have double-trigger acceleration (CIC plus qualifying termination) |
| Clawback | SEC/NYSE-compliant clawback policy applicable to executive officers |
| Hedging/pledging | Prohibited for employees and directors |
| Stock ownership guidelines | CEO 6x salary; other NEOs 3x salary; (no Matthews-specific multiple disclosed) |
| Severance | Company discloses specific CIC severance terms for certain NEOs (e.g., CFO, COO/CEO, President Energy Systems); no individual severance terms disclosed for Matthews |
Performance & Track Record
- Strategic/operational: As interim CTO, management credited Matthews with realigning engineering to focus on growth and leading the Centers of Excellence structure (lead-acid, power electronics, lithium) to accelerate innovation and execution, including support for a planned lithium cell facility .
- Product/portfolio: Management linked this operating model to disciplined M&A (e.g., Bren‑Tronics, Rebel Systems) and talent acquisition that bolsters lithium and BESS product development within Specialty and across the enterprise .
- Incentive alignment: The FY2025 MIP rewarded adjusted operating earnings, primary operating capital, and specific technology milestones (NFTQ goals), aligning leadership incentives with profitability, cash generation, and new product execution .
Compensation Committee, Peer Group, and Say‑on‑Pay
- Peer group used to inform pay design and levels (Acuity Brands, ITT, Advanced Energy Industries, Lincoln Electric, Littelfuse, Regal Rexnord, Donaldson, Sensata, Generac, SPX, Flowserve, Watts Water, Hubbell, Woodward) .
- FY2024 say‑on‑pay support was 95.2%, which the committee considered in maintaining FY2025 plan structure .
Investment Implications
- Alignment and retention: Meaningful unvested RSUs (~9,790) and unvested options (15,175) alongside vested options (13,589) indicate ongoing multi-year vesting that supports retention and equity alignment; company bans pledging/hedging and maintains ownership guidelines and a clawback, reinforcing shareholder alignment .
- Selling pressure: Recent activity reflects RSU-related withholdings (code F), not open-market sales; thus, near-term selling pressure appears limited to tax/settlement events rather than discretionary divestment .
- Pay-for-performance: Incentive design is tied to operating earnings, capital efficiency, and execution milestones; FY2025 MIP paid above target (130.5%), signaling that program goals were met while preserving a disciplined structure (no discretionary adjustments), a positive indicator for future execution under Matthews’ technology leadership .
- Execution risk: Matthews’ mandate centers on accelerating lithium and power electronics innovation and scaling COEs; success should directly influence incentive outcomes and strategic value creation, but it also concentrates accountability on technology roadmaps and time-to-market performance .