Peter Williams
About Peter Williams
Peter Williams (age 62) is Senior Vice President and Chief Supply Chain and Manufacturing Officer at Fluence, responsible for end-to-end supply chain, manufacturing, logistics, planning, safety, and quality since July 2023; he holds a B.S. in Mechanical Engineering from San Jose State University and previously served in senior operations roles at Rogers Corporation and MKS Instruments . In FY2024, Fluence delivered record revenue of ~$2.699B, Adjusted EBITDA of ~$78.1M, and net income of ~$30.4M, with Williams’ FY2024 annual incentive payout at 136% of target, reflecting above-target performance on multiple KPIs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rogers Corporation | Senior Vice President, Global Operations & Supply Chain | Jul 2019 – Nov 2022 | Led global operations and supply chain transformation initiatives . |
| MKS Instruments | Vice President, Global Operations | Aug 2007 – Jul 2019 | Drove operational scaling and efficiency across manufacturing footprint . |
| Photon Dynamics | Senior management positions in operations | Not disclosed | Operations leadership in high-tech manufacturing . |
| Applied Materials | Senior management positions in operations | Not disclosed | Operations leadership in semiconductor equipment . |
| Lockheed Martin | Spacecraft Systems Engineer | Early career | Systems engineering foundation in complex hardware programs . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SAP Green Council | Advisory Board Member | Current | Contributes to sustainable operations and technology roadmaps . |
Fixed Compensation
| Component | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $450,000 | $450,000 | No change from hire date (Jul 17, 2023) . |
| Target Bonus (% of Salary) | 60% | 60% | Approved in Nov 2023 AIP design . |
| Actual AIP Payout ($) | — | $366,203 (136% of target) | Above-target due to strong corporate and KPI outcomes . |
| Sign-on Cash Bonus ($) | $250,000 (paid ~Jul 17, 2023) | $250,000 (paid ~Jul 17, 2024) | Repayable if voluntary departure or termination for cause within 2 years of each payment . |
| LTI Intent (% of Salary) | 150% | 150% | Per offer letter for first two years after hire (Jul 2023–Jul 2025) . |
Performance Compensation
FY2024 Annual Incentive Plan (AIP) – Corporate and Shared Metrics
| Metric | Weight | Target | Actual | Payout % |
|---|---|---|---|---|
| Revenue | 15% | $3.0B | $2.699B | 0% (below threshold) |
| Adjusted EBITDA | 25% | $65.0M | $78.1M | 182% |
| Order Intake Margin EAC | 20% | $593.0M | $604.0M | 119% |
| Free Cash Flow | 5% | $(158.0)M | $71.6M | 200% |
| Safety | 5% | Monthly walks ≥250; Trainings ≥90%; DART 1.0; Fatalities 0 | Walks 349; Trainings 97%; DART 0; Fatalities 0 | 200% |
| Talent Index | 5% | Score 3.0 | Score 3.28 | 125% |
FY2024 AIP – Williams’ Individual Strategic KPIs
| KPI | Weight | Target (definition) | Actual | Payout % |
|---|---|---|---|---|
| Acceleration Plan (Speed) | 3.57% | Reduce average gross cycle time | Above target | 200% |
| Product Differentiator (Competitiveness) | 3.57% | Average of five differentiator factors | Above target | 180% |
| Cost Out Index (Competitiveness) | 3.57% | Index of CAPEX/OPEX improvements; target score 3.0 | Above target | 200% |
| Fluence Modules | 3.57% | Order intake from Gridstack Pro integrating Fluence Modules | Below target | 87% |
| Inverter Strategy | 3.57% | Reduce lead time; timely strategic milestones | Above target | 200% |
| Supply Chain KPI Set (avg) | 3.57% | Composite across “Converting our Supply Chain” KPIs | Above target | 133% |
| SAP Implementation | 3.57% | On time/on budget | Above target | 125% |
FY2024–FY2025 PSUs (granted Dec 8, 2023)
| PSU Metric | Weight | Payout Range | Vesting |
|---|---|---|---|
| Cumulative Adjusted EBITDA | 65% | 0–200% (Threshold 50%, Target 100%, Max 200%) | Cliff vest Sep 30, 2026, subject to continued employment . |
| Cumulative Revenue | 35% | 0–200% (Threshold 50%, Target 100%, Max 200%) | Cliff vest Sep 30, 2026 . |
Equity Ownership & Alignment
Beneficial Ownership and Outstanding Awards (as of Sep 30, 2024 / Record Date Jan 17, 2025)
| Item | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned | 10,815 | Includes 7,484 shares + 3,331 options exercisable within 60 days . |
| Ownership as % of Class A outstanding | ~0.0083% | 10,815 ÷ 130,039,205 Class A shares outstanding . |
| Options – unexercisable | 9,993 @ $21.93, expire 12/8/2033 | Vest one-third on 12/8/2024, 12/8/2025, 12/8/2026 . |
| RSUs (Dec 8, 2023 grant) | 12,312 unvested | Vest one-third on 12/8/2024, 12/8/2025, 12/8/2026 . |
| RSUs (Jul 17, 2023 hire grant) | 17,176 unvested | Vest one-half on 7/17/2025 and 7/17/2026 . |
| PSUs (target, 2024–2026 cycle) | 12,312 unvested | Cliff vest 9/30/2026, subject to performance and service . |
| FY2024 option exercises | 0 | No FY2024 option exercises . |
| FY2024 RSU vesting | 8,589 shares vested; $146,099 value | RSU vest values per award agreements . |
- Anti‑hedging and pledging: Company policy prohibits hedging, pledging, and holding shares in margin accounts; trading requires pre‑clearance and is subject to blackout periods; 10b5‑1 plans must be compliant .
- Executive stock ownership guidelines: CEO 5x salary; other officers 3x salary; officers may sell only to cover taxes on vesting/exercise or under compliant 10b5‑1 plans; Company reports officers are in compliance or progressing toward thresholds (individual statuses not disclosed) .
Employment Terms
- Employment status: At‑will; governed by offer letter; NEO offer letters attached to 2024 Form 10‑K; no fixed term .
- Sign‑on cash: $500,000 total; $250,000 paid within 30 days of hire (Jul 17, 2023) and $250,000 paid on or about Jul 17, 2024; repayable if voluntary departure before each payment’s two‑year anniversary or termination for cause .
- LTI policy: For first two years after hire, LTI at ≥150% of salary; FY2024 LTI mix 40% RSUs, 40% PSUs, 20% NQSOs (strike $21.93; 10‑year term) .
- Severance plan (ESP):
- Outside CIC: 1.0x salary paid over 12 months; 12 months benefits; $25,000 outplacement; accrued bonus + pro‑rated target bonus for year of termination; prorated vesting of time‑based awards granted >1 year prior; certain PSU vesting if termination in final six months of performance period .
- During CIC period (3 months pre‑/12 months post‑CIC): 1.5x (salary + target bonus) lump sum; 18 months benefits; $25,000 outplacement; accrued + pro‑rated target bonus; double‑trigger equity vesting for replaced awards; full vest at target if not replaced .
- Quantified as of 9/30/2024 (assumes replacement awards; uses $22.71 share price): Outside CIC total $963,283; CIC total $2,364,598; Death/Disability total $1,227,074 .
- Retirement eligibility: Not “retirement‑eligible” for 2024 LTI/AIP (only Messrs. Nebreda and Pasha qualified) .
- Clawbacks: SEC‑compliant clawback for Section 16 officers; broader clawbacks for non‑executives; recovery on restatement and other triggers; survives separation .
Investment Implications
- Pay‑for‑performance alignment: AIP heavily weighted to profitability and cash (Adjusted EBITDA 25%, free cash flow/shared KPIs), with corporate and function‑specific KPIs; PSUs hinge on two‑year cumulative Adjusted EBITDA (65%) and Revenue (35%) before cliff vest in 2026 . This ties Williams’ incentives to margin expansion, cash discipline, and scalable order intake economics.
- Execution strengths/risks: Williams’ KPI outcomes show strong cost‑out (200%), inverter lead‑time reduction (200%), and cycle‑time acceleration (200%), with below‑target Fluence Modules (87%) suggesting ramp risks in module integration despite overall supply chain KPI outperformance (133%) and SAP implementation above target (125%) . Corporate free cash flow and safety metrics were maximized (200%), supporting operational rigor .
- Insider selling pressure: FY2024 shows no option exercises by Williams and RSU vesting only; anti‑hedging/pledging rules and blackout periods reduce discretionary sales risk, though scheduled RSU/option vesting through 2026 may lead to routine sell‑to‑cover transactions .
- Retention: Sign‑on cash clawbacks create retention through Jul 17, 2025 and Jul 17, 2026 for each installment ; ESP provides market‑standard double‑trigger CIC protections and prorated vesting outside CIC, mitigating retention risk during strategic transitions . Company say‑on‑pay support was ~98% in 2024, indicating investor acceptance of the compensation framework .
Appendix: FY2024 Compensation Grants (Williams)
| Equity Vehicle | Grant Date | Units/Options | Vesting | Strike/Term | Grant-Date Fair Value |
|---|---|---|---|---|---|
| RSUs | 12/8/2023 | 12,312 | 1/3 each on 12/8/2024–2026 | — | $270,002 |
| PSUs (target) | 12/8/2023 | 12,312 | Cliff 9/30/2026; performance & service | — | $270,002 |
| NQSOs | 12/8/2023 | 9,993 | 1/3 each on 12/8/2024–2026 | $21.93; 10 years (to 12/8/2033) | $135,005 |
| RSUs (hire grant) | 7/17/2023 | 17,176 | 1/2 on 7/17/2025 & 7/17/2026 | — | $390,067 (market value at 9/30/24) |
Note: AIP payouts for Williams totaled $366,203 (136% of target), with corporate, shared, and individual KPI contributions as detailed above .
Notes on Governance and Policies
- Ownership requirements and trading constraints: Executive stock ownership policy (3x salary) with limited permitted sales; insider trading policy requires pre‑clearance and compliant 10b5‑1 plans; anti‑hedge/pledge prohibitions .
- Compensation governance: Independent compensation consultant (Pay Governance) engaged; peer group includes 16 clean energy and industrial peers; annual risk assessment found compensation programs not incentivizing excessive risk .
Investment Implications Summary
- Positive: Incentives emphasize cash generation, margin, and operational throughput; strong KPI execution in cost/lead‑time/quality; anti‑hedging/pledging reduces misalignment; retention supported by clawbacks and ESP, lowering near‑term flight risk .
- Watch items: Fluence Modules KPI below target indicates module ramp/integration risk; scheduled vesting through 2026 may create periodic sell‑to‑cover supply; individual ownership is modest versus guidelines, though company indicates officers are in compliance or progressing .
- Overall: Compensation structure is calibrated to value creation levers (Adjusted EBITDA, order margin EAC, free cash flow), with equity mix (RSUs/PSUs/options) aligning Williams with both operational outcomes and long‑term stock appreciation .