Ahmed Pasha
About Ahmed Pasha
Ahmed Pasha, 56, has served as Senior Vice President and Chief Financial Officer of Fluence Energy since January 1, 2024, following more than 25 years in finance leadership roles at AES, including CFO of U.S. Utilities & Conventional Generation, Corporate Treasurer, and VP of Investor Relations; he holds a bachelor’s degree in business/commerce from the University of Punjab . Under his tenure, Fluence delivered FY2024 revenue of $2.699B vs. $2.218B in FY2023, net income of $30.4M, and Adjusted EBITDA of $78.1M; FY2024 total shareholder return was 64.89 . In Q3’25, Pasha emphasized robust liquidity (>$900M, pro forma >$1B) and reaffirmed FY2025 margin/EBITDA guidance despite some revenue shifting into FY2026 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The AES Corporation | CFO, U.S. Utilities & Conventional Generation | Jan 2022 – Dec 2023 | Led finance for AES’s U.S. utilities and conventional generation businesses |
| The AES Corporation | Corporate Treasurer | Jan 2020 – Dec 2021 | Treasury leadership and capital markets oversight |
| The AES Corporation | VP, Investor Relations | Jan 2012 – Dec 2021 | Investor relations leadership for AES |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| DPL Inc. | Director | Jul 2023 – Jan 1, 2024 | Board oversight at AES affiliate |
| AES Ohio | Director | Oct 2022 – Jan 1, 2024 | Governance for regulated utility |
| IPALCO Enterprises, Inc. | Director | Oct 2022 – Jan 1, 2024 | Governance for utility holding company |
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base Salary ($) | $530,000 |
| Target Bonus (% of salary) | 75% |
| Target Bonus ($) | $297,582 (pro-rated from 1/1/2024) |
| Actual AIP Bonus Paid ($) | $397,907 |
| Sign-on Bonuses ($) | $250,000 (Feb 2024) + $271,452 (Mar 2024) = $521,452 |
Performance Compensation
Annual Incentive Plan (AIP) – FY2024 structure and outcomes (CFO-specific)
| Component | Metric | Weight | Target | Actual | Payout % |
|---|---|---|---|---|---|
| Corporate Scorecard | Revenue | 15% | $3.0B | $2.699B | 0% (below threshold) |
| Corporate Scorecard | Adjusted EBITDA | 25% | $65.0M | $78.1M | 182% |
| Corporate Scorecard | Order Intake Margin EAC | 20% | $593.0M | $604.0M | 119% |
| ELT Shared KPI | Free Cash Flow | 5% | $(158.0)M | $71.6M | 200% |
| ELT Shared KPI | Safety | 5% | Walks 250/mo; Training 90%; DART 1.0; Fatalities 0 | Walks 349/mo; Training 97%; DART 0; Fatalities 0 | 200% |
| ELT Shared KPI | Talent Index | 5% | Score 3/5 | Score 3.28/5 | 125% |
| Individual KPI | Average of all 23 Strategic KPIs (CFO) | 25% | 100% | Above Target | 153% |
| AIP Payout Breakdown (CFO) | Amount ($) | Notes |
|---|---|---|
| Corporate Scorecard (60%) | $205,974 | 60% of target, weighted by metric payout |
| ELT Shared KPIs (15%) | $78,115 | 15% of target, KPI outcomes above |
| Individual KPI (25%) | $113,818 | 25% of target, 153% payout |
| Total FY2024 AIP | $397,907 (134% of target) |
Long-Term Incentives (granted FY2024)
| Vehicle | Grant date | Shares / Options | Strike | Vesting | Performance design |
|---|---|---|---|---|---|
| RSUs | Jan 1, 2024 | 32,705 | — | 1/3 annually on 1/1/2025, 1/1/2026, 1/1/2027 (note 8) | Time-based |
| PSUs (at target) | Jan 1, 2024 | 32,705 | — | Cliff vest 9/30/2026 (service through vest) | 2-year performance period (FY2024–FY2025); metrics: Cumulative Adjusted EBITDA 65%, Cumulative Revenue 35%; payout 50%–200% |
| NQSOs | Jan 1, 2024 | 26,676 | $23.85 | 1/3 annually on 1/1/2025, 1/1/2026, 1/1/2027; 10-year term (note 4) | Time-based; price appreciation alignment |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (Class A) | 18,095 shares; less than 1% of outstanding (*) |
| Options exercisable within 60 days | 8,892 |
| Unvested RSUs (CFO) | 32,705 |
| Unvested PSUs (CFO, target) | 32,705 |
| Unexercisable Options (CFO) | 26,676 |
| Stock Ownership Guidelines | Officers must hold ≥3x salary; CEO 5x; officers are compliant or progressing |
| Hedging/Pledging | Prohibited (including margin accounts); 10b5-1 plans and blackout procedures enforced |
| Director/Officer sale restrictions | Sales limited to tax/exercise coverage or 10b5-1 |
Employment Terms
| Provision | Outside CIC | During CIC | Notes |
|---|---|---|---|
| Cash Severance | 12 months base (100%) | 150% of base + target bonus (lump sum) | Double-trigger in CIC |
| Benefits Continuation | 12 months | 18 months | Company cost share |
| Outplacement | $25,000 | $25,000 | — |
| AIP | Accrued unpaid + pro-rated target for year of term | Same | Retirement treatment per AIP |
| Equity | Prorated vesting for awards >1 year old | Double-trigger vest or full if not replaced; PSUs at target | Retirement-eligible treatment applies |
| Clawback | SEC-compliant clawback adopted; restatement recoupment policies in place | — | — |
| Retirement eligibility | Recognizes prior AES service; Pasha is retirement-eligible for 2024 LTI/AIP | — | — |
Potential payments as of 9/30/2024:
- Qualifying termination outside CIC: $874,265 total
- Qualifying termination during CIC: $3,231,818 total
- Death/Disability: $1,783,044 total
- Retirement: $940,903 total (pro-rata treatment)
Compensation Structure Notes
- Pay mix emphasizes at-risk, performance-aligned compensation: PSUs 40%, RSUs 40%, Options 20% for executives beginning FY2024; options are not repriced without shareholder approval; no tax gross-ups; double-trigger CIC vesting only .
- Peer group targeting and market positioning: FY2024 peer group of 16 companies; design targets market median; committee uses Pay Governance data and annual review .
- Say-on-Pay: ~98% approval in 2024; board maintains annual say-on-pay frequency .
Performance & Track Record
- FY2024: Revenue increased to $2.699B (from $2.218B FY2023); Adjusted EBITDA improved to $78.1M (from $(61.4)M FY2023); Net income $30.4M; TSR 64.89 .
- FY2025 outlook and execution: Reaffirmed ARR and Adjusted EBITDA guidance (0–$20M) with margins 10–12% and strengthened liquidity, including first $150M unsecured supply chain facility at ~6% cost .
Investment Implications
- Alignment: High proportion of performance equity (PSUs) tied to multi-year EBITDA and revenue supports pay-for-performance; strict anti-hedging/pledging and 3x salary ownership guidelines reinforce long-term orientation .
- Retention and selling pressure: Retirement-eligible status grants pro-rata vesting upon retirement, reducing forfeiture risk; staged annual vesting (RSUs/options) through 2027 could create periodic tax-withholding related transactions, but discretionary selling is restricted to 10b5-1 plans .
- Change-of-control economics: Double-trigger CIC and 150% base+bonus (CFO) with full equity vesting if not replaced provide competitive protection without shareholder-unfriendly gross-ups; potential payout magnitude ($3.23M) is material in an M&A scenario .
- Execution risk: 2024 revenue below AIP revenue target led to 0% payout on that metric, but overachievement in EBITDA, FCF, safety, and order-margin indicates disciplined operations; FY2025 manufacturing ramp delays shift ~$100M revenue to FY2026—watch margin durability and liquidity utilization .