Steven Fludder

About Steven M. Fludder

Steven M. Fludder (age 65) has served as an independent director of EnerSys since 2020, currently chairing the Compensation Committee and serving on the Audit, Nominating & Corporate Governance, and Technology Advisory committees. He previously served as CEO of LS Energy Solutions (Oct 2020–Jan 2024) and NEC Energy Solutions (2017–2020), and held senior executive roles at Samsung Engineering/Techwin (2010–2014) and General Electric over a 27-year career. He holds a B.S. in Mechanical Engineering from Columbia University, a B.S. from Providence College, and an M.S. in Mechanical Engineering from MIT . The Board affirms his independence under NYSE standards .

Past Roles

External Roles

Board Governance

• Independence: Board determined all directors except the CEO (O’Connell) are independent; Fludder is independent .
• Committee leadership and expertise:
  • Compensation Committee: Chair since Aug 1, 2024; responsible for CEO/NEO pay, director pay programs, equity plan administration; engages FW Cook as independent consultant; no interlocks or insider participation disclosed .
  • Audit Committee: Member; designated by the Board as an “audit committee financial expert” for FY2025 .
  • Nominating & Corporate Governance Committee: Member .
  • Technology Advisory Committee: Member .
• Attendance: Board met 5 times in FY2025; each director attended at least 75% of Board/committee meetings; nine of ten directors attended the 2024 Annual Meeting .
• Committee meeting cadence in FY2025:
  • Audit (5 meetings)
  • Compensation (4 meetings)
  • Nominating & Corporate Governance (4 meetings)
  • Technology Advisory (4 meetings)

Fixed Compensation

• Program terms (FY2025): Annual retainer $90,000; meeting fees $1,500 per committee meeting; Chair fees $15,000 for Audit/Comp/Nominating Chairs; Independent Non‑Executive Chair add’l $150,000 (50% DSUs/50% cash) .
• Director equity grants: DSUs granted annually, fair value $155,000, immediately vested at grant, payable in common stock six months after service ends (unless further deferred) .
• Deferred Compensation (Director Plan): Directors may defer cash fees into investment or stock unit accounts; 20% matching contribution (RSUs) on stock unit deferrals; matching RSUs vest quarterly over one year; dividend equivalents credited; hedging/pledging prohibited; stock ownership guideline = 5x annual cash retainer; all directors achieved or are on track .

Performance Compensation

• Director pay is not tied to operational performance metrics; DSUs vest at grant and RSU matches vest quarterly over one year; no PSU metrics for directors disclosed .

Committee oversight of compensation risk: FW Cook supported a FY2025 review; program deemed balanced and not promoting excessive risk-taking .

Other Directorships & Interlocks

Compensation Committee Interlocks: None reported for FY2025; no member was an officer/employee nor had reportable transactions; no interlocking relationships requiring disclosure .

Expertise & Qualifications

• Smart energy storage, electric power grids, and environmental business initiatives .
• Audit committee financial expertise designation (FY2025) .
• Advanced engineering and international operating experience (16 years based overseas in Asia/Middle East) .
• Education: B.S. Mechanical Engineering (Columbia), B.S. (Providence College), M.S. Mechanical Engineering (MIT) .

Equity Ownership

• Ownership, alignment, and restrictions:
  • Beneficial ownership includes DSUs (non-voting, no investment power) and deferred vested RSUs; unvested RSUs excluded .
  • Hedging/pledging prohibited; directors subject to 5x retainer stock ownership guideline; all achieved/on track .

Governance Assessment

• Strengths

  • Independence and multi-committee engagement, including Compensation Committee Chair role since Aug 1, 2024, supports board effectiveness on pay-for-performance oversight .
  • Audit financial expert designation and Technology Advisory Committee membership indicate relevant financial and technical oversight competence .
  • Director compensation emphasizes equity alignment via DSUs and RSU matches; hedging/pledging prohibited; robust ownership guidelines (5x retainer) with compliance .
  • High investor support: say‑on‑pay approval 95.2% at Aug 1, 2024 Annual Meeting .
  • Compliance culture: all Section 16(a) filings reported timely for FY2025 .

• Potential concerns/RED FLAGS

  • None disclosed specific to Fludder: no related‑party transactions, no interlocks, no hedging/pledging, and no delinquent filings .
  • Director equity not performance-conditioned (typical for directors), but compensated mix remains balanced and aligned via equity deferrals and ownership guidelines .

• Implications for investor confidence

  • His compensation committee leadership and independent consultant engagement (FW Cook) mitigate pay inflation and ensure benchmarking rigor; peer group breadth disclosed, with target total direct compensation positioning for executives monitored—signals disciplined governance under his chairmanship .
  • Strong attendance and committee activity cadence support engagement and oversight consistency .