Paul Tufano

About Paul J. Tufano

Paul J. Tufano, age 71, has served on the EnerSys Board since April 2015 and was appointed Independent Non-Executive Chair in August 2024. He is a seasoned former CEO/CFO with deep manufacturing and technology experience, designated as an Audit Committee financial expert for FY2025. Education: B.S. in Economics (St. John’s University) and MBA in Finance, Accounting, and International Business (Columbia University) .

Past Roles

External Roles

Board Governance

• Current role: Independent Non-Executive Chair; not a standing committee member at present .
• Prior committee leadership: Chaired the Compensation Committee until Aug 1, 2024; prior Audit Committee member through Aug 1, 2024 .
• Independence: Board determined all directors except the CEO (O’Connell) are independent under NYSE standards; no material relationships disclosed for directors (including Tufano) beyond standard director compensation .
• Audit Committee financial expert designation: Tufano designated for FY2025 .
• Board structure: 10 members in three staggered classes; Class I includes Tufano with term expiring at the 2026 annual meeting; directors age limit 75 for re-nomination .
• Attendance: Board met 5 times in FY2025; each director attended at least 75% of Board/committee meetings on which they served; directors invited (not required) to attend annual meeting .
• Executive sessions: Non-management directors meet in executive session periodically .
• Risk oversight: Board and committees review strategic, operational, financial, cyber/AI, sustainability, DEIB risks quarterly; CIO and CLO reporting into Audit Committee and Board; NIST framework adopted for cybersecurity .

Fixed Compensation

Program design for non-employee directors (effective post-2024 annual meeting):

• Annual Board retainer: $90,000 (cash)
• Independent Non-Executive Chair supplement: $150,000 per year (50% deferred stock units; 50% cash)
• Committee meeting fee: $1,500 per meeting
• Committee Chair fees: $15,000 per year (Audit, Compensation, Nominating & Corporate Governance)

Tufano’s FY2025 actual cash fees:

Director Deferred Compensation Plan: Directors may defer cash fees into investment options or a stock unit account; 20% company matching contribution (as RSUs) on stock unit deferrals; matching vests quarterly over one year; payout in shares; hedging/pledging prohibited .

Performance Compensation

Equity awards for directors are not performance-conditioned; annual grants are in deferred stock units (DSUs), immediately vested at grant, payable six months after service termination (unless further deferred). Chair supplement includes equity portion.

Other Directorships & Interlocks

• Current public company boards: Teradyne (Chair and Director) .
• Prior boards: Benchmark Electronics .
• Interlocks: Proxy discloses no compensation committee interlocks or insider participation requiring SEC disclosure for FY2025 .
• Board service limits: Non-management directors may not serve on >4 public company boards (inclusive of ENS); policy compliance confirmed .

Expertise & Qualifications

• Qualifications: Financial expert; senior leadership; manufacturing and technology; international business .
• Education: B.S. Economics (St. John’s); MBA (Columbia) .

Equity Ownership

Stock ownership guidelines: Directors expected to hold EnerSys shares equal to 5x annual Board cash retainer (excluding meeting/chair fees); all directors have achieved or are on track within five years . Hedging and pledging of company stock prohibited .

Governance Assessment

• Independence and leadership: Independent Non-Executive Chair role separates oversight from management; independence affirmed; robust risk oversight cadence across Board and committees; CIO/CLO reporting supports cyber and legal risk governance .
• Committee engagement: Prior Compensation Committee chairmanship demonstrates direct involvement in pay governance; FW Cook retained as independent consultant; no compensation committee interlocks reported .
• Director compensation alignment: Mix of cash retainer and DSUs; Independent Chair supplement split cash/equity; Director deferral program with modest matching contribution (20% RSUs) and short vesting supports alignment without excessive guarantees .
• Ownership alignment: Beneficial ownership includes significant DSU/RSU deferrals; compliance with ownership guidelines; hedging/pledging ban reduces misalignment risk .
• Shareholder signals: 2024 say‑on‑pay approval at 95.2% indicates strong investor support for compensation practices overseen by the Board .
• Attendance and engagement: Board met 5 times; each director ≥75% attendance; committee meeting cadence (Audit 5; Compensation 4; Nominating & Corporate Governance 4; Technology Advisory 4) indicates active governance .
• Related party/conflict review: No related‑party transactions disclosed for Tufano; Board independence determinations confirm no material relationships; company policy requires Audit Committee review of any related‑party transactions .
• Insurance/indemnification: D&O insurance maintained; individual premium of $664,127 for FY2025; indemnification agreements in place .

RED FLAGS

• None disclosed specific to Tufano (no related-party transactions, no hedging/pledging, no delinquent Section 16 filings). Note: Board currently has no Lead Director, but governance rationale is separation of Chair/CEO with Independent Chair (Tufano) .
• Age policy: Directors ≥75 not eligible for re‑nomination; Tufano at 71, implying medium‑term succession considerations .

Say‑on‑Pay & Peer Group (Board Oversight Context)

• Say‑on‑pay: 95.2% approval at Aug 1, 2024 annual meeting .
• Compensation peer group (used by Compensation Committee with FW Cook): Acuity Brands; Advanced Energy; Barnes; Belden; Donaldson; Generac; Flowserve; Hubbell; ITT; Lincoln Electric; Littelfuse; Regal‑Rexnord; Sensata; SPX Technologies; Watts Water; Woodward .

Section 16 Compliance

• Company reports all officers/directors filed timely ownership reports for FY2025 .