Ricardo Falu
About Ricardo Falu
Ricardo Falu (age 45) has served on Fluence Energy, Inc.’s Board since 2022; he is an AES Corporation executive currently serving as EVP, COO and President, New Energy Technologies (since Feb 2024), with prior roles as SVP/COO and President of New Energy Technologies (Jul 2023–Feb 2024), SVP Chief Strategy & Commercial Officer (Aug 2022–Jul 2023), and CEO/CFO of AES Andes S.A. (2014–2022). He is a National Public Accountant (Universidad Nacional de Salta), holds an Executive MBA from IAE Business School, and completed executive programs at Darden, Wharton, and Harvard Business School . He is a member of Fluence’s Finance & Investment Committee; he is not classified by the Board as an independent director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AES (parent) | EVP, COO & President, New Energy Technologies | Feb 2024–present | Operational leadership across AES’s New Energy Technologies SBU |
| AES | SVP, COO & President, New Energy Technologies | Jul 2023–Feb 2024 | Transition to SBU leadership |
| AES | SVP, Chief Strategy & Commercial Officer | Aug 2022–Jul 2023 | Corporate strategy, commercial execution |
| AES Andes S.A. | SBU President | Jan 2022–Aug 2022 | Regional leadership |
| AES Andes S.A. | Chief Executive Officer | Apr 2018–Aug 2022 | Turnaround and growth leadership |
| AES Andes S.A. | Chief Financial Officer | Nov 2014–Apr 2018 | Finance, controls, capital allocation |
| AES businesses (Andes; Mexico, Central America & Caribbean) | CFO roles | Various since 2003 | Regional finance and internal controls |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AES Andes S.A. (Chile, public) | Director | Current | Governance in a public utility/renewables context |
| AES Colombia | Director | Current | Board oversight in AES’s Colombia operations |
| IPALCO Enterprises, Inc. | Director | Since Aug 2023 | Utility oversight (AES subsidiary) |
| DPL Inc. | Director | Since Aug 2023 | Utility oversight (AES subsidiary) |
Board Governance
- Independence: The Board affirmatively determined only Cynthia Arnold, Herman Bulls, Elizabeth Fessenden, and Harald von Heynitz are independent under Nasdaq rules. Falu is designated by AES and is not independent .
- Committee assignment: Finance & Investment Committee member (chair: Simon James Smith). The committee met five times in FY2024 and oversees capital structure, financing, liquidity, stock repurchases/dividends, tax strategies, and insurance .
- Attendance: In FY2024, the Board met nine times; each incumbent director attended ≥75% of Board and applicable committee meetings (except Emma Falck). Finance & Investment met five times .
- Controlled company: Fluence relies on Nasdaq “controlled company” exemptions; AES-related parties control ~66.4% of combined voting power via Class B-1 shares (5 votes per share). Non-independent directors sit on Nominating and Compensation committees under exemptions .
Fixed Compensation
| Component | FY2024 Policy (Independent Directors) | FY2025 Policy (Independent Directors) | Falu (FY2024) |
|---|---|---|---|
| Cash retainer | $60,000 annual | $90,000 annual | $0 (no director pay for AES/Siemens/QIA designees) |
| Board chair fee | $35,000 | $85,000 | N/A |
| Committee chair fees | Audit $15,000; Comp $10,000; Nominating $10,000; Finance chair $0 | Audit $17,500; Comp $15,000; Nominating $12,500; Finance chair $0 | N/A (not a chair) |
| Equity (RSUs) | $170,000 grant; vests 1 year | $175,000 grant; vests 1 year | $0 (no equity for AES/Siemens/QIA designees) |
- Fluence’s FY2024 director compensation was paid only to independent directors; directors designated by AES, Siemens, and QIA received no compensation from Fluence for FY2024 .
Performance Compensation
| Performance-based director pay | Structure | Metrics |
|---|---|---|
| None for directors | Independent directors receive time-based RSUs; AES/Siemens/QIA designees receive no Fluence director equity | N/A |
Other Directorships & Interlocks
| Company | Relationship to Fluence | Interlock risk |
|---|---|---|
| AES Andes S.A.; AES Colombia; IPALCO; DPL Inc. | Significant commercial relationships exist between Fluence and AES affiliates (e.g., revenue/receivables; agreements) | High interlock/conflict potential given designation and AES transactions |
Expertise & Qualifications
- Finance and operations: Former CFO and CEO; extensive corporate finance, strategic planning, and internal controls experience .
- Energy transition leadership: Led long-term energy transition strategies in Latin America; global AES roles .
- Education: National Public Accountant (Universidad Nacional de Salta), Executive MBA (IAE), executive education at Darden, Wharton, HBS .
Equity Ownership
| Holder | Class A shares | % Ownership | Notes |
|---|---|---|---|
| Ricardo Falu | — | <1% | No individual Class A beneficial ownership reported; AES Grid Stability holds Class B-1 with 66.4% combined voting power |
- Anti-hedging/pledging: Company policy prohibits hedging and pledging of Fluence equity by directors and employees .
- Director stock ownership guidelines: Apply to non-employee independent directors (≥5x annual cash retainer); Falu is not in scope .
Related-Party Exposure Snapshot (AES/Siemens)
| Metric (FY2024) | Amount ($) | Notes |
|---|---|---|
| Revenue from AES affiliates | $1,082,329,000 | Significant sales to AES-related parties |
| Receivables from AES affiliates | $362,213,000 | Material counterparty exposure |
| Payables/deferred revenue to AES affiliates | $37,354,000 | Ongoing obligations |
| Siemens Advanta services | $5,760,484 | Consulting services procured |
| Siemens-related payables/deferred revenue | $3,840,000 | Vendor relationships |
| Tax Receivable Agreement payments (est.) | $1,500,000 | Expected aggregate payments to Siemens/AES |
| Supply chain financing guarantees | $100,000,000 | AES and Siemens guarantees ($50M each) supporting program |
Insider Trades
| Item | FY2024 status |
|---|---|
| Section 16 filings (directors/officers) | Company states timely filings; one corrective Form 3/A for Zahurancik; no delinquent filings indicated for Falu |
Governance Assessment
- Committee role vs. conflicts: Falu serves on the Finance & Investment Committee, which oversees capital structure, financing plans, liquidity, stock buybacks/dividends, and tax strategies—areas directly intersecting with extensive AES-related arrangements (credit support, cooperation agreements, large receivables). This creates elevated conflict-of-interest risk despite Audit Committee oversight of related-person transactions .
- Independence and controlled company dynamics: Falu is an AES-designated, non-independent director on a Board relying on controlled-company exemptions and with non-independent members on Compensation and Nominating committees. This weakens minority shareholder protections and increases governance risk of sponsor-driven decisions .
- Alignment and incentives: Falu receives no Fluence director cash/equity compensation and holds no reported Class A shares, limiting direct shareholder-aligned economic exposure at Fluence. Independent directors do have equity grants and ownership guidelines; Falu is outside those structures .
- Attendance/engagement: FY2024 attendance threshold of ≥75% was met by all incumbents except Emma Falck; Finance & Investment convened five times, indicating active committee oversight cadence .
- Policies mitigating risk: Anti-hedging/pledging, clawback policies (for executives), and formal related-party transaction review by the Audit Committee are positives; however, the magnitude of AES transactions and sponsor rights under Stockholders Agreement (director nominations, approvals over capital actions) remain material governance constraints .
RED FLAGS
- Non-independence and sponsor designation (AES) for a committee overseeing financing and capital structure .
- Heavy related-party activity with AES (>$1.08B revenue; $362M receivables; credit guarantees; cooperation agreements), coupled with controlled company status .
- No Fluence director compensation or ownership for Falu, reducing direct alignment with public shareholders .
- Sponsor rights (nominations/approvals over key capital actions) under Stockholders Agreement that can override typical independent governance checks .
Positive Signals
- Formal Audit Committee review of related-person transactions; independent Board chair; policy suite (anti-hedging/pledging, clawbacks) .
- Board and committee activity levels; executive sessions including independent directors at least twice per year .