Rudolph Wynter
EnerSysAbout Rudolph Wynter
Rudolph (Rudy) Wynter is 60 and has served on the EnerSys (ENS) Board since 2022. He is an Independent Director, Chair of the Nominating & Corporate Governance Committee, and a member of the Audit and Technology Advisory Committees. Wynter previously led National Grid plc’s New York business through September 30, 2024, and holds a B.S. in Mechanical Engineering (Pratt Institute) and an MBA (Fordham University). The Board has determined he is independent under NYSE standards, with no material relationships with EnerSys other than director consideration .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Grid plc | President, New York Business | Apr 1, 2021 – Sep 30, 2024 | Led regulated energy delivery portfolio; extensive grid resilience and clean energy strategy experience . |
| National Grid / legacy companies | COO Wholesale Networks & Capital Delivery; Strategic Planning, Engineering and Operations roles | 30+ years (prior to 2021) | Strategic planning, operations, engineering across grid and capital delivery . |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Balfour Beatty (LSE) | Director | Dec 1, 2024 | Public company board; infrastructure focus . |
| El Paso Electric Company | Director | Jan 21, 2025 | Regulated utility board . |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent under NYSE standards; no material relationships with EnerSys beyond director compensation . |
| ENS Committees | Chair: Nominating & Corporate Governance; Member: Audit; Member: Technology Advisory Committee . |
| Audit Financial Expert | Appointed “audit committee financial expert” for FY2025 . |
| Attendance | Board met 5 times in FY2025; each director attended ≥75% of Board and committee meetings; Audit held 5, Compensation 4, Nominating 4, Technology Advisory 4 . |
| Executive Sessions | Policy requires periodic executive sessions of non-management directors . |
| Board Leadership | Independent Non-Executive Chair (separate from CEO); Lead Director role vacant given Chair structure . |
| Risk Oversight | Audit Committee oversees ERM including cybersecurity and AI; Nominating & Governance oversees succession and sustainability; Compensation oversees human capital/compensation risk . |
Fixed Compensation
| Component | Program Terms | Wynter FY2025 Amount |
|---|---|---|
| Annual retainer (cash) | $90,000 per year . | Part of total cash fees . |
| Committee meeting fees | $1,500 per committee meeting . | Part of total cash fees . |
| Committee chair fee | $15,000 per year for Nominating & Corporate Governance Chair . | Part of total cash fees . |
| Independent Chair premium | $150,000 per year (50% deferred stock units, 50% cash) – not applicable to Wynter . | N/A . |
| Wynter Fees Earned in Cash | — | $120,000 . |
Additional program features:
- Director Deferred Compensation Plan allows deferral of cash fees into investment or stock unit accounts; stock unit deferrals receive a 20% matching contribution (RSUs) that vest quarterly over one year; matching RSUs accelerate on change in control .
- Hedging and pledging of company stock are prohibited for directors .
Performance Compensation
| Component | Program Terms | Wynter FY2025 Detail |
|---|---|---|
| Annual equity grant (DSUs) | Deferred stock units with grant date fair value of $155,000, immediately vested; payable 6 months after service ends unless further deferred . | Part of total stock awards . |
| Stock awards (aggregate) | Equity grants and any deferrals/matching under Director Plan . | $179,042 . |
| Units added via deferral | Stock units added through Director Plan deferral . | 1,283 units . |
| Matching contribution (RSUs) | 20% match on stock unit deferrals; vests quarterly over one year; accelerates on change in control . | 257 units . |
| Options | None for non-employee directors . | None . |
| Performance metrics | Not applicable for director pay; no performance-conditioned awards disclosed for non-employee directors . |
Other Directorships & Interlocks
| Company | Sector Relationship to ENS | Potential Interlock/Conflict Considerations |
|---|---|---|
| Balfour Beatty | Infrastructure/engineering | No ENS-related transactions disclosed; independence affirmed by Board . |
| El Paso Electric Company | Utility | ENS sells energy systems to utilities broadly; no related-party transactions disclosed; monitor for any future business overlap; none reported . |
Expertise & Qualifications
- Grid and regulated energy; strategic planning & operations; environmental expertise as highlighted in Board qualifications matrix .
- Audit committee financial expertise designation for FY2025 .
- Education: B.S. Mechanical Engineering (Pratt Institute), MBA (Fordham University) .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (shares) | 11,495 shares; less than 1% of outstanding . |
| Deferred stock units (DSUs) | 7,496.3783 units (no voting/investment power) . |
| Vested RSUs (deferred under Director Plan) | 3,998.9864 units (no voting/investment power) . |
| Unvested RSUs (Director Plan) | 170.3844 units . |
| Stock ownership guidelines | Directors expected to own ≥5x annual cash retainer; each director achieved or is on target; hedging/pledging prohibited . |
Governance Assessment
- Committee leadership and independence: Wynter’s chair role on Nominating & Corporate Governance and audit membership (with “financial expert” status) strengthens board oversight in succession, governance, sustainability, and financial controls—positive for investor confidence .
- Attendance and engagement: Board and committee meeting cadence (Board 5; Audit 5; Nominating 4; Tech Advisory 4) with directors meeting ≥75% attendance indicates consistent engagement .
- Compensation alignment: Director pay emphasizes long-term alignment through DSUs and deferral/matching features; no options or performance-conditioned awards; stock ownership guidelines reinforce alignment; hedging/pledging prohibitions reduce misalignment risk .
- Other boards: External utility and infrastructure board service is relevant expertise for ENS’s end-markets; no related-party transactions or conflicts reported; continue monitoring for any material business overlap with ENS customers or suppliers; independence affirmed .
- RED FLAGS: None disclosed specific to Wynter—no related-party transactions, no pledging/hedging, no attendance shortfalls, no option repricing; Section 16 filings reported as timely for FY2025 at company level .