Elizabeth Fessenden
About Elizabeth Fessenden
Independent director at Fluence Energy (FLNC) since October 2021; age 69; audit-committee financial expert under SEC rules. Former Alcoa executive (President, Flexible Packaging 2002–2005; President, Primary Metals Allied Businesses 2000–2002; Director, Executive Staffing & Leadership Development 1998–2000; Smelting Plant Manager 1994–1998) and Principal on American Capital’s Operations Team (2005–2007). MBA, MS Systems Engineering, and BS Electrical Engineering from Clarkson University. Board experience includes chairing Compensation, Governance, Audit, and CEO Search committees at various companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alcoa Inc. | President, Flexible Packaging | 2002–2005 | Executive leadership of division |
| Alcoa Inc. | President, Primary Metals Allied Businesses | 2000–2002 | P&L leadership |
| Alcoa Inc. | Director, Executive Staffing & Leadership Development | 1998–2000 | Talent and leadership development oversight |
| Alcoa Inc. | Smelting Plant Manager | 1994–1998 | Operations management |
| American Capital | Principal, Operations Team | 2005–2007 | Private equity portfolio operations |
| Fessenden Associates, LLC | Principal | 2008–present | Consulting leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ampco-Pittsburgh (NYSE: AP) | Director | Aug 2017–present | Compensation Committee Chair; Executive Committee; Finance & Investment Committee |
| Plan International USA | Director | Nov 2017–present | Non-profit board service |
| Alpha Metallurgical Resources (NYSE: AMR) | Director | Feb 2021–Feb 2024 | Chair, Safety, Health & Environmental Committee; resigned Feb 26, 2024 |
| Meritor, Inc. (NYSE: MTOR; acquired by Cummins) | Director | Jun 2021–Aug 2022 | Director during pre-acquisition period |
| Quarles Petroleum | Director | 2015–2021 | Board service |
| Cardno (ASX: CDD) | Director | 2014–2015 | Board service |
| O’Brien & Gere | Director | 2008–2014 | Board service |
| Polymer Group Inc. (OTC: POLGA) | Director (prior) | — | Board/advisory roles |
Board Governance
- FLNC Committees: Member, Audit Committee; Member, Compensation and Human Resources Committee; designated audit-committee financial expert by the Board .
- Independence: FLNC Board classifies her as independent under Nasdaq and Exchange Act Rule 10A-3 for audit committee service .
- Tenure at FLNC: Director since October 2021 .
- Expertise: Financial literacy; operations and P&L leadership; extensive public company governance, including prior committee chair roles .
Fixed Compensation (FLNC – Non‑Employee Independent Director Policy)
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board member) | $60,000 | Paid quarterly in arrears |
| Additional cash – Board Chair | $35,000 | If serving as Chair |
| Additional cash – Audit Committee Chair | $15,000 | Chair only |
| Additional cash – Compensation Committee Chair | $10,000 | Chair only |
| Additional cash – Nominating & Corporate Governance Chair | $10,000 | Chair only |
- As an FLNC committee member (not chair), Fessenden is eligible for the $60,000 Board retainer; chair supplements apply only to chairs .
Performance Compensation
- Not disclosed for FLNC directors; policy excerpt provided addresses cash retainers. No performance metrics (e.g., TSR, EBITDA) tied to director compensation identified in available FLNC filings .
Other Directorships & Interlocks
| Company | Current/Past | Potential Interlock/Conflict |
|---|---|---|
| Ampco-Pittsburgh (AP) | Current | Industrial equipment; no disclosed related‑party transactions with FLNC |
| AMR | Past (resigned 2024) | Coal mining; no FLNC related‑party transactions disclosed |
| Meritor | Past | Auto components; no FLNC related‑party exposure disclosed |
| Plan International USA | Current | Non-profit; no conflict |
- FLNC Audit Committee oversees related person transactions; no specific related‑party transactions involving Fessenden disclosed in FLNC proxy .
Expertise & Qualifications
- Audit committee financial expert (SEC Item 407(d)(5)); deep financial literacy and governance .
- Operational leadership across manufacturing; experience chairing compensation, governance, audit, and CEO search committees on other boards .
- Technical foundation (Systems Engineering, Electrical Engineering) aligned with clean energy technology oversight; strong board-level risk and operations acumen .
Equity Ownership
| Metric | 2022 (Record Date Nov 17, 2022) | 2023 (Record Date Jan 23, 2023) | 2024 (Record Date Jan 23, 2024) |
|---|---|---|---|
| Shares beneficially owned (Class A) | 3,571 | 10,935 | 21,861 |
| % of Class A outstanding | <1% | <1% | <1% |
- Trend shows increased personal holdings over time, supporting ownership alignment .
Governance Assessment
-
Strengths:
- Financial expertise and independent status enhance audit oversight; designation as audit-committee financial expert is a signal of board effectiveness .
- Cross‑industry board experience and prior committee chair roles (Compensation, Safety/Health/Environment) add depth to FLNC’s risk and human capital oversight .
- Ownership alignment improving via increased beneficial holdings, albeit still <1% of Class A .
-
Potential risks/RED FLAGS:
- Overboarding risk appears limited: current public company service at Ampco‑Pittsburgh plus FLNC; AMR directorship ended in 2024. No disclosed attendance issues or committee overcommitment at FLNC .
- No related‑party transactions or hedging/pledging concerns disclosed for Fessenden at FLNC; audit committee has explicit mandate to review such transactions .
-
Compensation alignment:
- FLNC director compensation structure is primarily fixed cash retainer for Board service, with chair premiums only for chairs; no performance‑linked elements disclosed for directors, consistent with governance best practice to avoid pay‑for‑performance for independent directors .
Overall: Fessenden’s independence, audit expertise, and multi‑sector operational background support investor confidence in FLNC’s oversight of financial reporting, risk, and compensation. The absence of disclosed conflicts or attendance issues is favorable; continuing to monitor external board workload and any changes to FLNC director equity practices would refine the alignment assessment .