John Zahurancik
About John Zahurancik
John Zahurancik, 53, is Senior Vice President and President, Americas at Fluence, responsible for all customer-facing activity in the region. He has served in this role since June 2021 and was appointed a Section 16 executive officer in November 2023. Previously, he was COO of Fluence Energy, LLC (2018–2021), helped co‑found AES Energy Storage in 2007, and earlier worked as a consultant and market analyst in telecom. He holds a B.A. in economics and social science (Florida State University) and an M.P.P. (University of Michigan), and currently serves on the Board of the American Clean Power Association (ACP) .
Company performance during his tenure reflects strong top-line growth and improving profitability, which underpinned above-target annual incentive payouts company-wide in FY24. Fluence revenues rose from ~$1.20B* in FY22 to ~$2.70B* in FY24 and EBITDA improved from -$276.4M* in FY22 to $38.2M* in FY24. Say‑on‑pay support was ~98% in 2024 and remained strongly supportive in 2025 (For 353.34M, Against 7.43M, Abstain 0.31M) .
Values marked with * retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fluence Energy, LLC | Chief Operating Officer | 2018–2021 | Led global sales and delivery of storage solutions/services; scaled operations prior to public listing . |
| AES Energy Storage | Co‑founder; leadership roles | 2007–2018 | Pioneered utility‑scale storage; foundational to Fluence’s market position . |
| Various (Telecom industry) | Consultant and market analyst | Pre‑2007 | Analytical and consulting background; market strategy experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American Clean Power Association (ACP) | Director | Current | Industry advocacy and policy exposure . |
Fixed Compensation
| Item | FY2024 | Notes |
|---|---|---|
| Base Salary (end of FY) | $420,000 | 12% increase from $375,000 at FY23 year‑end to align to market median . |
| Target Bonus (% of base) | 60% | Company AIP target for 2024 . |
| Target Bonus ($) | $252,000 | Calculated per policy . |
| Actual AIP Paid | $302,955 | 120% of target for FY24 . |
Summary Compensation (NEO table extract)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 408,750 | 403,204 | 100,812 | 302,955 | 18,188 | 1,233,908 |
| All figures FY2024 . |
Performance Compensation
Annual Incentive Plan (AIP) – Structure and Outcomes
- Structure (company-wide): Corporate Scorecard (60%: Revenue 15%, Adjusted EBITDA 25%, Order Intake Margin EAC 20%); ELT Shared KPIs (15%: FCF 5%, Safety 5%, Talent Index 5%); Individual Strategic KPIs (25%). Threshold 50%, Target 100%, Max 200% payouts; straight-line interpolation .
- John’s FY24 AIP payout: $302,955 (120% of target) .
John’s FY24 Individual Strategic KPI results
| Metric | Weight | Target | Actual | Payout % |
|---|---|---|---|---|
| Acceleration Plan (Speed) | 4.17% | Reduction in avg gross cycle time | Above Target | 200% |
| Revenue – Americas | 4.17% | Regional revenue target | Below Threshold | —% |
| Adjusted EBITDA – Americas | 4.17% | Regional Adj. EBITDA | Below Target | 73% |
| Order Intake Margin EAC – Americas | 4.17% | Regional OI margin EAC | Above Target | 112% |
| Fluence Modules | 4.17% | Order intake from Gridstack Pro with modules | Below Target | 87% |
| US Domestic Product | 4.17% | Order intake margin from U.S. projects | Above Target | 123% |
2024 AIP payout summary (for context)
| Name | AIP Target ($) | Corporate Scorecard ($) | ELT Shared KPIs ($) | Individual KPIs ($) | Total AIP ($) | % of Target |
|---|---|---|---|---|---|---|
| John Zahurancik | 252,000 | 174,424 | 66,150 | 62,380 | 302,955 | 120% |
Interpretation: Despite an Americas revenue miss, stronger corporate results and other KPI over‑achievement produced an above‑target payout, signaling blended scorecard influence over regional shortfalls .
Long‑Term Incentives (LTI) – Mix, Grants, and Performance
- LTI mix for NEOs in FY24: 40% RSUs, 40% PSUs, 20% NQSOs; options priced at grant (John strike $21.93) .
- John’s FY24 LTI awards (granted 12/8/2023): RSUs 9,193; PSUs (target) 9,193; NQSOs 7,462 @ $21.93 .
PSU Performance Design (2024–2026 program)
| Measure | Weight | Period | Definition | Payout Range |
|---|---|---|---|---|
| Cumulative Adjusted EBITDA | 65% | FY2024–FY2025 (2‑year measurement) | Company definition per 10‑K; non‑GAAP | 50%–200% |
| Cumulative Revenue | 35% | FY2024–FY2025 (2‑year measurement) | Total GAAP revenue | 50%–200% |
- Service‑based component: PSUs cliff‑vest on 9/30/2026, subject to continued employment .
Vesting cadence (time‑based awards)
- RSUs: 1/3 annually on each of Dec 8, 2024; Dec 8, 2025; Dec 8, 2026 (subject to employment) .
- NQSOs: 1/3 annually on each of Dec 8, 2024; Dec 8, 2025; Dec 8, 2026; 10‑year term (to 12/8/2033) .
Equity Ownership & Alignment
Beneficial ownership and context
| Holder | Class A Shares Beneficially Owned | % of Class A Outstanding | Notes |
|---|---|---|---|
| John Zahurancik | 480,849 | <1%; approx 0.37% computed as 480,849 / 130,039,205 | SEC beneficial ownership table; outstanding Class A at record date 130,039,205 . |
Outstanding equity awards (as of 9/30/2024)
| Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration | Unvested/Unearned Units (#) | Market Value Basis |
|---|---|---|---|---|---|---|
| Stock Options | 380,674 | 7,462 | $2.45 (old), $21.93 (2023 grant) | 4/2/2031; 12/8/2033 | — | Values in proxy use $22.71 FMV as of 9/30/2024 . |
| RSUs | — | — | — | — | 9,193 | $208,773 aggregate at $22.71/share . |
| PSUs (target) | — | — | — | — | 9,193 | $208,773 aggregate at $22.71/share . |
Vesting and exercises (FY2024 realized)
| Item | Quantity | Realized Value |
|---|---|---|
| Options exercised | 25,000 | $503,750 |
| Shares vested (stock awards) | 45,863 | $772,792 |
Ownership policies and trading constraints
- Executive Stock Ownership Policy: CEO 5x salary; other officers 3x salary; officers are “in compliance or making progress” toward thresholds as of proxy date; sales limited to tax/withholding at vest and pre‑approved Rule 10b5‑1 plans .
- Anti‑hedging and anti‑pledging: Hedging and pledging of Company stock prohibited (including margin accounts) .
- Insider Trading Policy: Requires pre‑clearance, blackout periods, and Rule 10b5‑1 plan requirements .
Implication: Anti‑pledging reduces forced‑sale risk; annual December and September vesting cycles may create periodic selling pressure (tax withholding/10b5‑1) .
Employment Terms
Executive Severance Plan (ESP) – Key economics
- Qualifying Termination outside CIC period: Cash severance equals 12 months base salary for NEOs (other than CEO); benefits continuation for up to 12 months; pro‑rated AIP for year of termination; accrued/earned AIP for completed periods .
- Qualifying Termination during CIC period (double trigger): Lump sum equals 150% of base salary plus target annual bonus for NEOs (other than CEO); benefits continuation up to 18 months; equity subject to double‑trigger treatment (see below) .
- Equity acceleration: RSUs subject to double‑trigger vesting if replaced on equivalent terms; if not replaced, fully vest upon CIC; outside CIC, pro‑rata vesting for RSUs granted ≥1 year prior; death/disability: FY24 RSUs fully vest; PSU accelerated values disclosed in CIC table .
- Clawback policies: SEC‑compliant clawback for current/former Section 16 officers; legacy policy sunsets after FY2026 .
- No excise tax gross‑ups: Company states it does not provide 280G/4999 CIC tax gross‑ups .
- Trading constraints: Anti‑hedging/pledging and Rule 10b5‑1 policy as noted above .
Compensation Peer Group (Benchmarking)
- 2024 peer group (16 companies) spanning clean energy, equipment, and power: Advanced Energy Industries; Ameresco; Array Technologies; Bloom Energy; EnerSys; Enphase; First Solar; Generac; IES Holdings; Itron; Ormat; SolarEdge; Stem; SunPower; Sunrun; Sunnova .
- Target positioning: Compensation decisions informed by market data with emphasis on market median levels; individualized adjustments consider role scope, performance, and internal equity .
Say‑on‑Pay & Shareholder Feedback
- 2024 (prior year) say‑on‑pay: ~98% support; Board viewed as affirmation of program design .
- 2025 annual meeting results: Say‑on‑pay approved; Votes For 353,338,599; Against 7,432,036; Abstain 314,303; Broker non‑votes 9,135,198 .
Performance & Track Record
Company financial trajectory (context for incentives)
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Revenues ($) | 1,198,603,000* | 2,217,978,000* | 2,698,562,000* |
| EBITDA ($) | -276,413,000* | -101,798,000* | 38,203,000* |
| Values retrieved from S&P Global. |
Operational/compensation linkage
- FY24 highlights cited in proxy: record revenue (~$2.7B), GAAP gross margin ~12.6% vs ~6.4% in FY23, net income ~$30.4M vs net loss ~$104.8M in FY23, Adjusted EBITDA up to ~$78.1M from ~-$61.4M in FY23; these underpinned above‑target AIP outcomes .
- John’s AIP mix included corporate factors (75% combined Corporate+ELT shared) and individual Americas KPIs (25%); despite an Americas revenue miss, aggregate performance produced a 120% payout .
Risk Indicators & Red Flags
- Section 16 reporting: One Form 3 (Dec 8, 2023) for John over‑reported initial holdings due to administrative error; corrected via Form 3/A on Dec 19, 2023 .
- Hedging/pledging: Prohibited by policy; reduces misalignment/forced‑sale risk .
- Clawback: SEC‑compliant policy in place for Section 16 officers .
- Tax gross‑ups: None for CIC excise taxes .
Investment Implications
- Pay‑for‑performance alignment appears robust at the corporate level (scorecard‑driven, with PSU metrics tied to cumulative Adjusted EBITDA and Revenue), though regional shortfalls (Americas revenue below threshold) can be offset by strong corporate and other KPI performance (John at 120% of target), suggesting some smoothing of divisional underperformance within the AIP construct .
- Retention and overhang: John holds meaningful unvested equity (RSUs and PSUs) and recently granted options vesting through Dec 2026, creating retention hooks but also predictable vest‑related selling windows around December/September; anti‑pledging and 10b5‑1 guardrails mitigate adverse selling dynamics .
- Ownership alignment: Beneficial ownership of 480,849 shares (~0.37% of Class A) plus substantial vested options supports alignment, while the executive ownership policy (3x salary) and high say‑on‑pay support indicate low governance friction currently .
Citations: .
Notes: Values marked with * retrieved from S&P Global.