Simon James Smith
About Simon James Smith
Simon James Smith (age 51) is a director of Fluence Energy, Inc. since 2021 and serves as Chairperson of the Finance and Investment Committee. He is Industrials Director at Qatar Investment Authority (QIA) since 2012, with prior equity research leadership covering European Capital Goods at Credit Suisse and roles at Citigroup; he holds a BSc in Mathematics (University of Bristol) and a Masters in Finance with distinction (London Business School) . He is a QIA-designated director under the Stockholders Agreement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Qatar Investment Authority | Industrials Director covering global public/private investments | Since 2012 | Investment oversight in industrials portfolio |
| Credit Suisse | Sector Head, European Capital Goods (Equity Research) | Not disclosed | Sell-side coverage leadership |
| Citigroup | Equity Research – Capital Goods and Transportation | Not disclosed | Sector coverage |
| Various London investment firms | Investment roles | Not disclosed | Early-career investing |
External Roles
| Organization | Role | Public/Private | Committees |
|---|---|---|---|
| Advanced Integration Technology | Director | Private (global factory automation and aerospace tooling) | Not disclosed |
Board Governance
- Independence: Not classified as independent under Nasdaq rules (only Arnold, Bulls, Fessenden, von Heynitz are independent) .
- Committee assignments: Chairperson, Finance and Investment Committee (members: Smith, Meier, Falu, Nebreda, Bulls) .
- Attendance: In FY2024, the Board met 9 times; each incumbent director met at least 75% attendance except Emma Falck (not re-nominated), indicating Smith met the threshold .
- Controlled company: Fluence relies on controlled company exemptions due to >50% voting power by AES/Grid Stability and Continuing Equity Owners; compensation and nominating committees include non-independent members .
- Executive sessions: Non-management directors meet regularly; independent-only sessions held at least twice annually .
| Governance Metric | FY2024 | Notes |
|---|---|---|
| Board meetings | 9 | Smith met ≥75% attendance threshold (aggregate) |
| Audit Committee meetings | 9 | Independent chair (von Heynitz) |
| Compensation & HR Committee meetings | 10 | Controlled company exemption used |
| Nominating & Corporate Governance meetings | 4 | Controlled company exemption used |
| Finance & Investment Committee meetings | 5 | Chaired by Smith |
Fixed Compensation
| Component | FY2024 Amount | Policy Reference |
|---|---|---|
| Annual director cash retainer | $0 | Directors designated by AES/Siemens/QIA did not receive compensation for FY2024 |
| Committee chair fee (Finance & Investment) | $0 | Finance chair receives no fee |
| Board chair fee | N/A (not applicable to Smith) | $35,000 under FY2024 policy; updated to $85,000 for FY2025 (independent chair only) |
| Audit/Comp/Nominating chair fees | N/A | Finance chair uniquely $0; other chairs have fees |
- FY2025 policy update (context): Independent director cash retainer increased to $90,000 and RSU grant value to $175,000; Finance chair still no fee . Smith, as a non-independent QIA designee, is not in the independent director compensation program .
Performance Compensation
| Component | FY2024 Grant/Value | Vesting/Terms |
|---|---|---|
| Equity awards (RSUs/PSUs) | None | Directors designated by AES/Siemens/QIA did not receive director compensation or equity in FY2024 |
Other Directorships & Interlocks
| Company | Relationship to FLNC | Potential Interlock/Conflict |
|---|---|---|
| Advanced Integration Technology | No disclosed transactions with FLNC | None disclosed |
| Qatar Investment Authority (QIA) | QIA holds ~11.3% of Class A; has right to designate one director (Smith) and certain governance approvals under Stockholders Agreement | Alignment via QIA ownership; potential influence on board decisions; vote coordination among Continuing Equity Owners |
Expertise & Qualifications
- Skills matrix indicators: Financial expertise, global citizenship, operational experience, corporate governance, board experience .
- Technical/sector: Investment acumen across ‘green’ technologies; public/private company engagement .
Equity Ownership
| Holder | Shares Beneficially Owned (Class A) | % of Class A | Class B-1 | Combined Voting Power |
|---|---|---|---|---|
| Simon James Smith | 0 | <1% | 0 | <1% |
| Qatar Holding LLC (QIA) | 14,668,275 | 11.3% | 0 | 3.8% |
- Stock ownership policy applicability: Non-employee independent director stock ownership guidelines (5× cash retainer) apply only to independent directors; Smith is not independent .
- Anti-hedging/pledging: Company prohibits hedging and pledging of equity securities for all covered persons (directors included) .
Board Committee Scope (Finance & Investment, chaired by Smith)
- Responsibilities include monitoring financial/operational results (liquidity, financial condition), financing activities, capital structure, dividends, buybacks, tax strategies, and insurance coverage—relevant to FLNC’s FY2024 margin expansion and profitability context .
Insider Trades and Section 16 Compliance
| Item | FY2024 Status |
|---|---|
| Section 16 filings (Smith) | No delinquent filings noted; only one correction for another officer (Zahurancik) |
| Form 4 transactions by Smith | Not disclosed in proxy |
Related Party & Conflict Considerations
- Stockholders Agreement: QIA has continuing rights to designate one director when owning ≥5%; major corporate actions require AES/Siemens approvals at ≥10% and certain actions also require QIA approval at ≥5% ownership, potentially constraining board autonomy; Continuing Equity Owners agree to vote together to elect each other’s nominees .
- Controlled company: Reliance on Nasdaq controlled company exemptions means committees are not fully independent; mitigations include independent Board Chair and disclosed governance guidelines .
- Transactions: Extensive related-party dealings with AES and Siemens; none disclosed with QIA besides governance rights and ownership .
Governance Assessment
- Independence and alignment: Smith is not independent; alignment is through QIA’s significant equity stake (~11.3% Class A), which can be positive for long-term orientation but concentrates influence among Continuing Equity Owners .
- Compensation signal: As a designated director, Smith receives no FLNC director cash or equity; Finance chair role carries no fee—reducing direct pay-related conflicts at the director level .
- Attendance and engagement: Met ≥75% meeting attendance threshold (aggregate) and chairs a financially material committee—supports engagement .
- Potential RED FLAGS:
- Controlled-company governance exemptions and vote coordination among AES/Siemens/QIA reduce independent oversight; key actions require founder approvals, potentially limiting agility and minority shareholder influence .
- Zero personal share ownership by Smith may weaken individual “skin-in-the-game” optics, though QIA ownership provides indirect alignment .
- Risk mitigants: Anti-hedging/pledging policies, Code of Conduct, Audit Committee independence, and disclosed clawback policies for executives (not directors) contribute to governance hygiene .
Implications: For investors, Smith’s chairmanship of the Finance & Investment Committee situates him at the center of capital structure and liquidity oversight during a period of improving profitability; however, the controlled ownership and Stockholders Agreement dynamics warrant monitoring for potential conflicts or constraints on fully independent decision-making .