Cynthia Arnold
About Cynthia Arnold
Cynthia Arnold, age 67, has served on Fluence Energy’s Board since October 2021. She is an independent director, Chair of the Compensation and Human Resources Committee, and a member of both the Audit and Nominating & Corporate Governance Committees. Dr. Arnold holds a PhD in Materials Science & Engineering (Virginia Tech), an MBA, and a BS in Chemical Engineering (UC Berkeley), with prior CTO roles at Valspar and Sun Chemical and R&D/business leadership at Eastman Chemical and GE .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Valspar Corporation | Chief Technology Officer | 2011–2017 | Led global technology activities |
| Sun Chemical Corporation | Chief Technology Officer | 2004–2011 | CTO leadership |
| Eastman Chemical | VP, Technology, Coatings Adhesives & Specialties | 2003–2004 | Technology portfolio leadership |
| General Electric | R&D and business leadership positions | 1994–2003 | Materials/industrial tech leadership |
| White House OSTP | Sloan Executive Science & Engineering Fellow | 1992–1994 | Science & tech policy exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cabot Corporation (NYSE: CBT) | Director | Since Jan 2018 | Public company board |
| Milliken & Company | Director | Current | Private diversified manufacturer |
| Citrine Informatics | Director | Current | AI/materials software |
| Avantium N.V. | Supervisory Board Member | Sep 2020–May 2022 | Renewable chemistry; prior service |
| Carbon 3D | Materials Advisory Board; Consultant | Nov 2017–May 2023 | Advanced manufacturing advisory |
Board Governance
- Committee assignments: Chair—Compensation & Human Resources; Member—Audit; Member—Nominating & Corporate Governance .
- Independence: Board determined Arnold meets Nasdaq independence standards; Board reviewed relationships and deemed no material interest compromising independence .
- Attendance: In FY2024, Board met 9x; Compensation 10x; Audit 9x; Nominating 4x; Finance & Investment 5x. Each incumbent director attended at least 75% of aggregated Board and committee meetings, except Emma Falck; implies Arnold ≥75% .
- Executive sessions: Non-management directors regularly meet in executive session; independent director-only sessions at least twice per year, presided by independent Chair (currently Herman Bulls) .
- Controlled company: Fluence relies on Nasdaq “controlled company” exemptions given AES, Siemens, and QIA voting power; not all committees are fully independent (e.g., Compensation and Nominating include non-independent members), which is a governance risk factor to monitor .
Fixed Compensation
| Component | FY2024 Amount/Policy | FY2025 Policy (effective 10/1/2024) |
|---|---|---|
| Annual Director Cash Retainer | $60,000 | $90,000 |
| Committee Chair—Compensation | $10,000 | $15,000 |
| Committee Chair—Audit (not applicable to Arnold) | $15,000 | $17,500 |
| Committee Chair—Nominating (not applicable to Arnold) | $10,000 | $12,500 |
| Board Chair (not applicable to Arnold) | $35,000 | $85,000 |
| Annual Director Equity (RSUs) | $170,000 grant-date value; vests 1-year, change-in-control acceleration | $175,000 grant-date value; same vesting/acceleration |
| Director | FY2024 Cash Fees ($) | FY2024 Stock Awards ($) | Total ($) |
|---|---|---|---|
| Cynthia Arnold | 70,000 | 170,002 | 240,002 |
| Unvested RSUs at FY2024 Year-End | Count |
|---|---|
| Cynthia Arnold | 11,341 |
Performance Compensation
- Directors receive time-based RSUs; Fluence’s director program does not use performance metrics (e.g., revenue/EBITDA/TSR) for director equity; awards vest on first anniversary with accelerated vesting upon change in control .
- Anti-hedging/anti-pledging: Company prohibits hedging and pledging of Fluence equity; covered persons, including directors, may not engage in transactions that offset downside or pledge shares as collateral .
- Ownership alignment: Non-Employee Independent Director Stock Ownership Policy requires holdings equal to 5x annual cash retainer; Arnold is in compliance or making progress, per policy status disclosure .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Disclosure |
|---|---|---|---|
| Cabot Corporation (NYSE: CBT) | Specialty chemicals | Director | No related-party transaction disclosed with Cabot |
| Milliken & Company | Materials/manufacturing | Director | No related-party transaction disclosed |
| Citrine Informatics | Software/AI | Director | No related-party transaction disclosed |
| Avantium N.V. (prior) | Renewable chemistry | Supervisory Board Member | Prior role; no current related-party disclosure |
| Carbon 3D (prior) | 3D materials | Materials Advisory Board/Consultant | Prior advisory; no current related-party disclosure |
Note: Fluence discloses certain related-party transactions with Siemens/AES affiliates (e.g., services, agreements) and committee composition includes non-independent members under controlled company exemptions; none pertain to Arnold personally per independence review .
Expertise & Qualifications
- Technical: PhD in Materials Science & Engineering; deep experience in coatings, chemicals, and industrial R&D/technology leadership .
- Governance: Extensive public/private board experience; leadership in compensation governance as committee chair .
- Energy/clean tech: Dedication to renewable energy, sustainability, and growth strategies for new technologies .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A Outstanding | Notes |
|---|---|---|---|
| Cynthia Arnold | 31,861 | <1% | As of record date Jan 17, 2025 |
| Unvested RSUs (as of 9/30/2024) | 11,341 | — | Director equity outstanding |
| Pledging/Hedging | Prohibited | — | Company policy prohibits pledging/hedging |
| Ownership Guidelines Status | In compliance or progressing | — | 5x annual retainer requirement for directors |
Compensation Committee Analysis
- Composition: Arnold (Chair), Fessenden, von Heynitz, Humpton, Mendoza .
- Independence: Arnold, Fessenden, von Heynitz are independent; Humpton and Mendoza are not independent (Siemens/AES designees); Fluence utilizes controlled company exemptions for committee independence requirements .
- Consultant: Pay Governance engaged as independent compensation consultant; attended seven committee meetings in FY2024; committee assessed independence—no conflicts .
- Committee report and interlocks: Committee recommended inclusion of CD&A; no Item 404 related-party relationships disclosed for committee members in FY2024 beyond those specifically noted elsewhere; no executive officer interlocks reported .
Governance Assessment
- Strengths: Arnold’s independence, strong technical background, and leadership as Compensation Chair support board effectiveness; attendance thresholds met; robust anti-hedging/anti-pledging and director ownership policy promote alignment .
- Watch items: Controlled company status leads to non-independent participation on Compensation and Nominating committees (Siemens/AES designees), which can dilute independent oversight over pay and nominations; continued monitoring of related-party transactions with Siemens/AES affiliates is prudent for conflict risk management .
- Compensation mix shift: FY2025 policy materially raises cash retainers (director retainer from $60k to $90k; committee chair fees increased), with a modest equity grant increase; this increases guaranteed compensation vs. at-risk equity for directors and should be weighed against alignment objectives .
- Investor signals: High say-on-pay support (98%) in 2024 for executive compensation framework suggests broader shareholder acceptance of Fluence’s pay-for-performance philosophy, though committee independence remains structurally constrained by controlled company status .