Ronald Vargo

About Ronald P. Vargo

Ronald P. Vargo, age 71, has served as an independent director of EnerSys since August 2017 and is the Audit Committee Chair and a member of the Compensation Committee; he is designated an “audit committee financial expert.” He holds an MBA in Finance and General Management from Stanford University and a BA in Economics from Dartmouth College, and previously served as EVP & CFO at ICF International and EDS, with earlier leadership roles at TRW, GE, BP, and Standard Oil .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all directors and nominees (except the CEO) are independent under NYSE rules; no director-related transactions with EnerSys other than standard director compensation .
• Committees: Vargo serves as Audit Chair and Compensation Committee member; he is designated an “audit committee financial expert” .
• Meetings (FY2025): Board met 5 times; Audit 5; Compensation 4; Nominating & Corporate Governance 4; Technology Advisory 4 .
• Attendance: Each director attended at least 75% of the total number of Board and committee meetings for which they served during FY2025; directors are invited (but not required) to attend the Annual Meeting .
• Election support: In 2025, Vargo was re-elected with 32,173,593 votes For, 1,200,221 Against, 29,582 Abstentions; strong stockholder support .
• Executive sessions: Policy requires periodic executive sessions of non-management directors .

Fixed Compensation

• Program structure (effective post-2024 meeting): Annual retainer $90,000; committee meetings $1,500 each; committee chair fees $15,000 (Audit/Comp/Nominating); Independent Non-Executive Chair receives an additional $150,000 (50% cash, 50% DSUs); equity grants of deferred stock units with grant-date fair value $155,000; hedging/pledging prohibited; director ownership guideline = 5x annual board cash retainer, with 5 years to attain .

Notes: DSUs are immediately vested at grant; matching RSUs vest quarterly over one year; directors may defer cash fees into stock unit accounts with a 20% RSU match; dividend equivalents credited; hedging/pledging is prohibited .

Performance Compensation

EnerSys does not use performance-based compensation for non-employee directors; no option awards, non-equity incentive plan compensation, pensions, or other director “bonuses” are paid. Director compensation consists of fixed cash retainers/fees and annual DSU equity grants; deferrals with a 20% RSU match are permitted under the Director Plan .

Other Directorships & Interlocks

• Current public company board: EPAM Systems, Inc. (NYSE) since 2012 .
• Prior public company board: Ferro Corporation (NYSE) 2009–Apr 2022 (acquired) .
• Interlocks/conflicts: Compensation Committee disclosed no interlocking relationships requiring SEC disclosure; Board independence determination found no material relationships or transactions with directors beyond standard compensation .

Expertise & Qualifications

• Financial expert (Audit Committee Chair) with CFO experience at ICF and EDS; deep technology/engineering markets exposure; international leadership .
• Education: MBA (Stanford), BA (Dartmouth) .

Equity Ownership

Ownership Alignment and Policy:

• Stock ownership guideline: 5x annual cash retainer; FY2025 disclosure indicates all non-employee directors have achieved or are on target to achieve guidelines; FY2021 disclosure indicated all non-employee directors had achieved the guideline (with Chan and Fludder having until 2025) .
• Hedging and pledging prohibited for directors .

Governance Assessment

• Strengths:

  • Audit Committee leadership: As Chair and an SEC-defined financial expert, Vargo leads oversight of financial reporting, internal controls, risk—including cybersecurity and AI—and auditor independence; Audit met five times in FY2025, with robust private sessions and risk reporting cadence .
  • Independence and attendance: Board confirmed independence; directors achieved at least 75% meeting attendance; overboarding limits enforced (≤4 public boards for non-management directors), and compliance affirmed .
  • Compensation hygiene: Director compensation is balanced (cash + DSUs), no options or bonuses, with a 20% RSU match on deferrals; hedging/pledging prohibited; ownership guidelines in place—alignment with shareholders .
  • Shareholder support: Strong re-election vote in 2025; say-on-pay received 95.2% approval in 2024 and was approved again in 2025 (raw votes shown) .

• Potential risks/RED FLAGS to monitor:

  • None disclosed regarding related-party transactions or pledging; Compensation Committee reported no interlocks requiring disclosure (positive signal) .
  • Tenure/age: At age 71, subject to guideline that directors ≥75 may not be nominated for reelection; current term if elected runs to 2028 (continuity balanced by refresh policy) .

Say-on-Pay & Shareholder Feedback

Additional context: 2024 say-on-pay approval was 95.2% of votes cast (Committee considered this in FY2025 program design) .