Tamara Morytko
EnerSysAbout Tamara Morytko
Tamara (Tammi) Morytko, age 54, is an independent director of EnerSys (ENS) since December 7, 2022. She serves on the Audit and Compensation Committees, is designated by the Board as an “audit committee financial expert,” and brings deep operating and supply chain credentials from senior roles across industrial and energy sectors. She is Senior Vice President and Group President at Hillenbrand; she holds a B.S. in Accounting and an MBA from Purdue (Krannert).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flowserve Corporation | President, Pumps Division | Sep 2020 – Feb 2023 | Led a major global pumps business; P&L operator |
| Norsk Titanium | Chief Operating Officer | Feb 2018 – Sep 2020 | Advanced metal 3D printing operations/supply chain |
| Baker Hughes | VP Global Supply Chain; VP North America; President Asia Pacific | ~2010 – 2017 (7 years) | Multi-region operating leadership and procurement |
| Pratt & Whitney | Multiple positions of increasing responsibility | 1996 – 2010 | Aerospace operations/finance exposure |
| Arthur Andersen LLP | Senior Auditor | 1992 – 1996 | Audit and financial controls grounding |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Crosby Group (KKR portfolio company) | Director | 2019 – present | Private company board oversight |
| Pioneer Energy Services | Director | 2019 – 2020 | E&P services board experience |
| Harpswell (non-profit) | Trustee | Dec 2024 – present | Non-profit governance |
Other public company boards: None
Board Governance
- Independence: The Board determined all directors except the CEO (O’Connell) are independent; Morytko is independent.
- Committee assignments: Audit Committee (financial expert); Compensation Committee. Audit met 5x; Compensation met 4x in FY2025.
- Attendance: The Board met 5x in FY2025; each director attended at least 75% of Board and committee meetings on which they served.
- Leadership structure: Independent Non‑Executive Chair (Tufano); no Lead Director given the independent chair structure.
- Executive sessions: Non‑management directors meet in executive session per policy.
- Compensation Committee interlocks: None; no member (including Morytko) was an officer/employee or had disclosable related transactions; no interlocking relationships.
- Hedging/pledging: Prohibited for directors.
- Director stock ownership guideline: 5× annual cash retainer within 5 years; all non‑employee directors achieved or are on track.
Fixed Compensation
Program structure (non‑employee directors, effective FY2025):
- Annual cash retainer: $90,000
- Committee meeting fee: $1,500 each
- Committee Chair fee: $15,000 (Audit/Comp/NomGov; not applicable to Morytko in FY2025)
- Equity: Annual deferred stock units (DSUs) with grant-date fair value $155,000; DSUs vest immediately and are payable in shares 6 months after service ends.
FY2025 actuals for Morytko:
| Component | Amount | Notes |
|---|---|---|
| Fees earned (cash) | $103,500 | Cash retainer + meeting fees |
| Stock awards (DSUs) | $175,772 | Grant-date fair value (ASC 718) |
| Total | $279,272 | Sum of cash + equity |
| Unvested stock units under Director Plan | 144 units | Accumulated dividend equivalents included |
| Director Plan deferrals (FY2025) | 1,103 units added; 221 matching units | 20% company match; match vests quarterly over 1 year |
Director Deferred Compensation Plan (salient terms):
- Option to defer cash fees into investment account or stock unit account; company provides a 20% RSU match on stock unit deferrals; stock units payable in shares; matching RSUs vest quarterly over one year.
Performance Compensation
Non‑employee directors do not receive performance cash bonuses or option awards; FY2025 director pay comprised cash retainers/meeting fees and equity (DSUs).
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None |
| Private company boards | The Crosby Group (KKR portfolio) – Director |
| Non‑profit boards | Harpswell – Trustee |
| Prior public boards | Pioneer Energy Services – Director (2019–2020) |
| Compensation Committee interlocks at ENS | None |
Expertise & Qualifications
- Audit/finance: Designated audit committee financial expert; audit background (Arthur Andersen).
- Global operations & supply chain: Senior operating roles across Hillenbrand, Baker Hughes, Flowserve; deep global P&L and procurement experience.
- Industry breadth: Industrial equipment, energy technologies, aerospace/advanced manufacturing.
- Education: B.S. Accounting; MBA (Purdue/Krannert).
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (as of Record Date Jun 4, 2025) | 7,017 shares; <1% of outstanding |
| Beneficial ownership composition | Includes 4,092.1557 deferred stock units and 2,925.0576 vested RSUs deferred; excludes 144.3382 unvested RSUs |
| Shares outstanding (Record Date) | 38,593,213 |
| Ownership policy | Directors expected to hold 5× annual cash retainer; all directors achieved or on target |
| Hedging/pledging | Prohibited for directors |
Insider Trades (Section 16)
| Item | Detail |
|---|---|
| Section 16(a) filings | Company reports all officers/directors filed timely Section 16(a) reports in FY2025 |
Governance Assessment
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Strengths:
- Independent director; audit committee financial expert—enhances financial oversight on Audit Committee.
- Active committee workload (Audit met 5x; Compensation 4x) with ≥75% attendance threshold met at Board/committee level.
- Pay structure balanced (cash + DSUs), prohibition on hedging/pledging, and robust ownership guideline (5× retainer) with compliance/on‑track status—supports alignment.
- No compensation committee interlocks or related‑party transactions disclosed involving Morytko; only disclosed related‑party transaction pertains to CEO’s family, not directors.
- Board leadership with Independent Non‑Executive Chair; regular executive sessions of non‑management directors—supports independent oversight.
- Shareholder feedback: Prior Say‑on‑Pay approval at 95.2% (Aug 2024), indicating strong investor support for compensation governance.
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Watch items / potential conflicts:
- External executive role (SVP & Group President at Hillenbrand). No related‑party dealings disclosed, but investors should monitor for any future commercial relationships that could require recusal.
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Overall implication for investor confidence: An independent, financially sophisticated director with material operating expertise and clean conflicts profile, compensated under an aligned structure with stock holding requirements and anti‑hedging safeguards—supportive of board effectiveness and oversight quality.