Herman Bulls
About Herman Bulls
Herman E. Bulls, age 68, is an independent director at Fluence Energy (FLNC) and has served as Chairperson of the Board since October 2021; he also chairs the Nominating & Corporate Governance Committee and serves on the Audit and Finance & Investment Committees . He is Vice Chairman, Americas, and International Director at Jones Lang LaSalle (JLL), previously co-founded Bulls Capital Partners and founded Bulls Advisory Group, and served nearly 12 years active duty in the U.S. Army before retiring as a Colonel in the Reserves in 2008; he holds an MBA from Harvard Business School and a Bachelor’s in Engineering and Economics from the U.S. Military Academy at West Point . As independent Chair, he sets agendas with the CEO, presides over board and executive sessions, fosters open dialogue, and serves as liaison to shareholders . The Board affirms his independence under Nasdaq rules; he was first elected as an independent director in 2021 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jones Lang LaSalle (JLL) | Vice Chairman, Americas; International Director; Founder, Public Institutions | 30+ years (current) | Strategic advisor on real estate, governance, environment, social trends |
| Bulls Capital Partners | Co-founder, President & CEO | Prior to current | Multifamily financing; leadership experience |
| Bulls Advisory Group, LLC | Founder | Prior to current | Management and real estate advisory |
| U.S. Army / U.S. Army Reserves | Active duty ~12 years; retired Colonel (2008) | Pre-2008 | Legion of Merit; leadership and strategy credentials |
| U.S. DoD Defense Policy Board | Appointed member | Since Nov 2021 | Advises SecDef/Dep SecDef on defense policy |
External Roles
| Organization | Type | Ticker | Role | Since |
|---|---|---|---|---|
| Host Hotels & Resorts, Inc. | Public company | HST | Director | Jun 2021 |
| Comfort Systems USA, Inc. | Public company | FIX | Director | 2001 |
| USAA | Private/Mutual | — | Director | 2010 |
| Collegis Education | Private | — | Director | Sep 2020 |
| American Red Cross | Non-profit | — | Director | Sep 2016 |
| NY State Teachers’ Retirement System | Public pension | — | Director/Trustee | May 2000 |
| West Point Association of Graduates | Non-profit | — | Director | 1996 |
| American Campus Communities, Inc. (prior) | Former public | — | Director | Jan 2021–Aug 2022 |
Board Governance
- Committee assignments and roles:
- Chairperson of the Board; Chair, Nominating & Corporate Governance; Member, Audit; Member, Finance & Investment .
- Independence: Board affirmatively determined Bulls is an independent director under Nasdaq rules .
- Chair responsibilities: sets agendas with CEO, presides over meetings and executive sessions, fosters open dialogue, liaises with stockholders .
- Controlled company structure: FLNC relies on controlled company exemptions; not all committees are fully independent, but Bulls serves as an independent Chair .
- Meetings and attendance: FY2024—Board met 9x; Audit 9x; Compensation 10x; Nominating & Governance 4x; Finance & Investment 5x; each incumbent director attended at least 75% of meetings of Board and committees served, except Emma Falck .
Fixed Compensation
| Item | FY2024 Policy | FY2025 Policy (effective 10/1/2024) |
|---|---|---|
| Annual director cash retainer | $60,000 | $90,000 |
| Board Chair additional fee | $35,000 | $85,000 |
| Audit Chair fee | $15,000 | $17,500 |
| Compensation Chair fee | $10,000 | $15,000 |
| Nominating & Gov Chair fee | $10,000 | $12,500 |
| Finance & Investment Chair fee | $0 | $0 |
| Meeting fees | Not disclosed | Not disclosed |
| Director FY2024 Compensation | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Herman Bulls | 105,000 | 170,002 | — | 275,002 |
Notes:
- Non-employee independent director equity awards vest in full on the first anniversary of grant; change in control accelerates vesting .
Performance Compensation
| Equity Award Type | Grant Value | Grant/Timing | Vesting | CIC Treatment |
|---|---|---|---|---|
| Annual RSU (Non-Employee Director) | $170,000 FY2024 | Granted at annual meeting | Full vest at 1-year anniversary, service-based | Accelerated vesting upon change in control (2021 Plan) |
| Annual RSU (from FY2025 policy) | $175,000 | Granted at annual meeting | Full vest at 1-year anniversary, service-based | Accelerated vesting upon change in control (2021 Plan) |
No performance metrics apply to director equity (service-based vesting only) .
Other Directorships & Interlocks
- Related-party/Interlock exposure: FLNC engaged JLL for real estate brokerage services; all broker fees were paid by landlords, not by FLNC. The Board (via Nominating & Governance and full Board) evaluated this and concluded it does not impair independence given lack of material interest and arm’s-length nature; Bulls is a Vice Chairman at JLL .
Expertise & Qualifications
- Fluence’s skills matrix identifies Bulls for C-suite leadership, operational experience, financial expertise, corporate governance, and board experience .
- Biography emphasizes strategic governance, real estate, and public institutions expertise; leadership credentials include U.S. DoD Defense Policy Board appointment .
Equity Ownership
| Holder | Beneficial Class A Shares | % of Class A | Unvested RSUs at 9/30/2024 | Notes |
|---|---|---|---|---|
| Herman Bulls | 75,861 (as of Record Date Jan 17, 2025) | <1% | 11,341 | Address of record: c/o FLNC; share count per SEC beneficial ownership table |
- Director stock ownership policy: Non-employee directors must hold shares equal to 5x the annual cash retainer; there is no timeframe to meet; all non-employee directors are in compliance or making progress .
- Hedging/pledging: Company has Insider Trading, Anti-Hedging, and Derivatives/Hedging/Pledging policies applicable to directors; policy framework disclosed in proxy .
- Section 16(a) compliance: Company reports timely filings for FY2024; one administrative correction noted for another officer, not Bulls .
Insider Trades (Form 4s and related disclosures)
| Date | Type | Shares | Price ($) | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| 2024-08-13 | Open market purchase | 10,000 | 16.81 | 65,861 | |
| 2024-12-23 | Open market purchase | 10,000 | 15.57 | 75,861 | |
| 2025-02-13 | Open market purchase | 30,000 | 6.53 | 105,861 | |
| 2025-03-05 | Open market purchase | 10,000 | 5.409 | 115,861 | |
| 2025-03-20 | RSU vest/settlement | 11,341 | 0.00 | 127,202 |
Multiple third-party reports also highlighted the March 5, 2025 purchase (10,000 shares at $5.409) consistent with the SEC filing .
Governance Assessment
- Independent Board leadership: Bulls is an independent Chair separate from the CEO, improving oversight and information flow; he presides over executive sessions, which are held regularly and at least twice per year for independent directors .
- Committee influence: He chairs Nominating & Governance (oversees Board composition, CEO succession planning, and ESG strategy) and sits on Audit (risk, financial reporting, related-party review) and Finance & Investment (capital structure, liquidity) .
- Attendance and engagement: In FY2024, all incumbents except one director met ≥75% attendance across Board/committees; Board/committee activity levels were high (Board 9x; Audit 9x; Comp 10x; N&G 4x; F&I 5x), indicating active oversight .
- Alignment signals: Material insider buying by Bulls through late 2024–Q1 2025 across multiple purchases, increasing holdings to over 115k (and to 127k upon RSU vest), is a favorable alignment indicator .
- Compensation structure: Director pay is balanced between cash and time-based RSUs; FY2025 policy increases cash retainers and annual RSU value modestly, with standard CIC vesting acceleration—no meeting fees or option repricing disclosed .
- Controlled company risk: FLNC relies on Nasdaq controlled company exemptions; some committees include non-independent designees, which reduces minority shareholder safeguards despite Bulls’ independent Chair role .
- Related-party considerations: JLL engagement presents a potential conflict; Board’s review concluded no material interest and independence preserved; continue monitoring scope/terms of JLL engagements and related-party approvals .
- Ownership policy and compliance: Directors must reach 5x cash retainer in holdings; directors are compliant or progressing; Bulls’ beneficial ownership is <1% of Class A, consistent with typical director stakes at mid-cap companies .
Board Governance (Detail)
| Committee | Role | Key Responsibilities |
|---|---|---|
| Nominating & Corporate Governance | Chair | Director nominations; Board/committee structure; governance documents; Board/committee self-evaluations; CEO succession; ESG oversight |
| Audit | Member | Auditor oversight; financial reporting; internal controls; risk oversight; ESG reporting assurance; related person transactions |
| Finance & Investment | Member | Business plan oversight; liquidity and financing; capital structure; repurchases/dividends; tax strategy; insurance |
Director Compensation Mix (FY2024)
| Component | Herman Bulls ($) |
|---|---|
| Cash fees (incl. Board Chair and N&G Chair) | 105,000 |
| Equity (RSUs, grant-date fair value) | 170,002 |
| Total | 275,002 |
Equity Ownership & Alignment Details
- Beneficial ownership: 75,861 Class A shares as of Jan 17, 2025; <1% of Class A; plus 11,341 unvested RSUs at FY2024 year-end .
- Stock ownership guidelines: 5x annual cash retainer for non-employee directors; directors compliant or progressing; no minimum timeframe .
- Trading policies: Insider Trading, Anti-Hedging, and Derivatives/Hedging/Pledging policies apply to directors (framework disclosed) .
- Section 16(a): No reported delinquencies for Bulls; company noted a separate administrative correction for another officer in FY2024 .