Harald von Heynitz

About Harald von Heynitz

Harald von Heynitz (age 64) is an independent director at Fluence Energy, Inc. (FLNC) since October 2021; he chairs the Audit Committee and serves on the Compensation & Human Resources and Nominating & Corporate Governance Committees. He is a senior accountant and auditor certified in Germany and the U.S., a former KPMG partner and board member, and currently Managing Director at WTS Advisory GmbH; education includes a Business Administration degree from University of Munich, AICPA membership since 1997, and “Qualifizierter Aufsichtsrat” certification completed in April 2024 .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; member of Compensation & Human Resources and Nominating & Corporate Governance Committees .
• Independence: Board affirmatively determined he is independent under Nasdaq rules; also deemed independent for Audit and Compensation committees; designated an “audit committee financial expert” .
• Attendance and engagement: In FY2024, Board met 9x; Audit 9x; Compensation 10x; Nominating 4x; Finance 5x. Each incumbent director attended at least 75% of Board and committee meetings; the only exception noted was Emma Falck (not von Heynitz) .
• Executive sessions: Company holds executive sessions of non-management directors regularly and independent-only sessions at least twice per year .
• Audit Committee scope: Oversees external auditor, internal controls, disclosure controls, internal audit, risk management (including cybersecurity), related person transactions, and ESG assurance within applicable financial frameworks .
• Audit Committee report: As chair, von Heynitz signed the FY2024 Audit Committee Report recommending inclusion of audited financials in the 2024 Form 10-K; independence of EY confirmed .

Fixed Compensation

Policy changes effective FY2025: annual director fee $90,000; Board chair $85,000; Audit chair $17,500; Compensation chair $15,000; Nominating chair $12,500; annual RSU grant $175,000 (1-year vest); Finance & Investment chair receives no fee .

Performance Compensation

• No director performance-based equity disclosed; annual RSU awards vest time-based after one year; change-in-control triggers acceleration under the 2021 Incentive Award Plan . | Award Type | Performance Metrics | Vesting | Notes | |---|---|---|---| | Annual RSU (director) | None disclosed | 100% on first anniversary of grant | Acceleration on change-in-control |

Other Directorships & Interlocks

• Current public company board: Cherry SE supervisory board (Germany) .
• Prior public company board: Siemens Gamesa Renewable Energy SA (Spain) .
• Board interlocks: None disclosed as shared directorships with FLNC competitors/customers; however, Siemens-related directors serve on FLNC due to Stockholders Agreement; von Heynitz’s prior Siemens Gamesa role ended Feb 2023 .
• Potential related-party exposure: Fluence Energy GmbH (German subsidiary) engages WTS GmbH (subsidiary of WTS Group AG) for tax advisory/accounting services; von Heynitz is MD of WTS Advisory GmbH (separately managed subsidiary). Board concluded the relationship does not impair independence (no material interest, no role in services, arm’s-length) .

Expertise & Qualifications

• Financial expert designation (Audit Committee financial expert) .
• Deep audit and accounting leadership experience (KPMG partner, audit leadership roles; cross-border experience) .
• Certifications: German tax consultant and CPA; AICPA member since 1997; “Qualifizierter Aufsichtsrat” exam completed Apr 2024 (Deutsche Boerse AG) .
• Industry exposure: Renewable energy governance (Siemens Gamesa); global manufacturing (Cherry SE) .

Equity Ownership

• Director stock ownership guidelines: Minimum holding equal to 5× annual cash retainer; directors are in compliance or making progress toward thresholds .

Governance Assessment

• Strengths: Independent Audit Chair with “financial expert” status; strong committee coverage (audit, compensation, nominating); robust meeting cadence and ≥75% attendance; formal clawback, anti-hedging/pledging, and ownership policies for alignment .
• Conflicts review: WTS Group relationship scrutinized; Board determined no independence impairment; audit committee reviews related person transactions—mitigates perceived conflicts .
• Controlled company considerations: FLNC relies on Nasdaq controlled company exemptions; compensation and nominating committees include non-independent members due to sponsor designations—investors should monitor independence balance over time .
• Shareholder signals: 2025 director election support for von Heynitz (Votes For 346,640,149; Withheld 14,444,789) indicates broad endorsement; Say‑on‑Pay passed decisively (353,338,599 For vs. 7,432,036 Against) reflecting confidence in governance and pay practices .

Supplemental Tables

Committee Memberships

FY2025 Annual Meeting Voting – Director Election

FY2024 Non‑Employee Director Compensation (Actual)

Director Equity Outstanding (as of 9/30/2024)

Ownership and Policy

Related‑Party Review